Filed by the Registrant | | | ☒ |
Filed by a Party other than the Registrant | | | ☐ |
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material Pursuant to § 240.14a-12 |
☒ | | | No fee required. |
☐ | | | Fee paid previously with preliminary materials. |
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1. | To elect three Class III directors, Trac Pham, Eileen Schloss and Tarim Wasim, each to hold office until our Annual Meeting of Stockholders in 2027. |
2. | To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. |
3. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025. |
4. | To transact such other business as may properly come before the Annual Meeting and any adjournments, continuations or postponements thereof. |
By Order of the Board of Directors, | | | |
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Jacob Scott General Counsel and Corporate Secretary | | | |
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New York, New York May 3, 2024 | | |
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• | Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments. |
• | Please include your name and affiliation, if any, when submitting a question or comment. |
• | Limit your remarks to one brief question or comment that is relevant to the Annual Meeting and/or our business. |
• | Questions may be grouped by topic by our management. |
• | Questions may also be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests. |
• | Be respectful of your fellow stockholders and Annual Meeting participants. |
• | No audio or video recordings of the Annual Meeting are permitted. |
• | Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote at the Annual Meeting. |
• | Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If, on the Record Date, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are considered the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You also are invited to attend the Annual Meeting. |
• | Proposal 1: To elect three Class III directors, Trac Pham, Eileen Schloss and Tarim Wasim, each to hold office until our Annual Meeting of Stockholders in 2027. |
• | Proposal 2: To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. |
• | Proposal 3: To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025. |
• | To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/CXM2024, starting at 10:00 a.m., Eastern Daylight Time, on June 13, 2024. The webcast will open 15 minutes before the start of the Annual Meeting. |
• | To vote in advance of the Annual Meeting through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and 16-digit control number from the Notice or the printed proxy card. Your Internet vote must be received by 11:59 p.m., Eastern Daylight Time, on June 12, 2024 to be counted. |
• | To vote in advance of the Annual Meeting by telephone, dial 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and 16-digit control number from the Notice or the printed proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Daylight Time, on June 12, 2024 to be counted. |
• | To vote in advance of the Annual Meeting using a printed proxy card that may be delivered to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. |
• | “FOR” the election of each of the three nominees for director (Proposal 1); |
• | “FOR” the advisory approval of executive compensation (Proposal 2); and |
• | “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 (Proposal 3). |
• | Submit another properly completed proxy card with a later date. |
• | Grant a subsequent proxy by telephone or through the Internet. |
• | Send a timely written notice that you are revoking your proxy via email at ir@sprinklr.com. |
• | Attend the Annual Meeting and vote online during the meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote in advance of the Annual Meeting by telephone or through the Internet so that your vote will be counted if you later decide not to attend the Annual Meeting. |
Proposal | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non- Votes |
1. Election of Directors | | | The three nominees receiving the most “FOR” votes will be elected; withheld votes will have no effect. | | | Not applicable | | | No effect |
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2. Advisory approval of the compensation of our named executive officers | | | This proposal, commonly referred to as the “say-on-pay” vote, must receive “FOR” votes from the holders of shares representing a majority of the voting power of the shares of common stock present in person, by remote communication, if applicable, or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter. | | | No effect | | | No effect |
Proposal | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non- Votes |
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3. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 | | | This proposal must receive “FOR” votes from the holders of shares representing a majority of the voting power of the shares of common stock present in person, by remote communication, if applicable, or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter. | | | No effect | | | Not applicable |
• | Trac Pham |
• | Eileen Schloss |
• | Tarim Wasim |
Name | | | Age | | | Position | | | Director Since |
Class III director nominees for election at the 2024 Annual Meeting of Stockholders | |||||||||
Trac Pham | | | 55 | | | Interim Chief Operating Officer and Director | | | 2023 |
Eileen Schloss | | | 70 | | | Lead Independent Director | | | 2022 |
Tarim Wasim | | | 46 | | | Director | | | 2020 |
Class I directors continuing in office until the 2025 Annual Meeting of Stockholders | |||||||||
Ragy Thomas | | | 50 | | | Founder, Chairman and Chief Executive Officer | | | 2009 |
Kevin Haverty | | | 58 | | | Director | | | 2022 |
Class II directors continuing in office until the 2026 Annual Meeting of Stockholders | |||||||||
Neeraj Agrawal | | | 51 | | | Director | | | 2011 |
Edwin Gillis | | | 75 | | | Director | | | 2015 |
Yvette Kanouff | | | 58 | | | Director | | | 2018 |
• | helping our board of directors oversee our corporate accounting and financial reporting processes; |
• | managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
• | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; |
• | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
• | reviewing related person transactions; |
• | overseeing the scope, design, adequacy and effectiveness of our internal controls over financial reporting and our disclosure controls and procedure; |
• | approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm; and |
• | reviewing the significant information security matters and concerns, including cybersecurity, data privacy and related regulatory matters and legal compliance. |
• | reviewing and approving the compensation of our chief executive officer, other executive officers and senior management; |
• | reviewing, evaluating and recommending to our board of directors succession plans for our executive officers; |
• | reviewing and recommending to our board of directors the compensation paid to our directors; |
• | administering our equity incentive plans and other benefit programs; |
• | reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and |
• | reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy. |
• | identifying and evaluating candidates, including the nomination of incumbent directors for re-election and nominees recommended by stockholders, to serve on our board of directors; |
• | considering and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of directors; |
• | instituting plans or programs for the continuing education of our board of directors and orientation of new directors; |
• | developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; |
• | reviewing, considering, making recommendations to our board of directors and/or taking action regarding environmental, social responsibility and sustainability matters; and |
• | overseeing periodic evaluations of the board of directors’ performance, including committees of the board of directors. |
| Total Number of Directors | | | 8 | | |||||||||
| Gender | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Directors | | | 2 | | | 6 | | | — | | | — | |
| Demographic Background | | | | | | | | | | ||||
| African American or Black | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | 4 | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 2 | | | — | | | — | |
| Two or More Races or Ethnicities | | | 1 | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographic Background | | | — | |
| | Neeraj Agrawal | | | Edwin Gillis | | | Kevin Haverty | | | Yvette Kanouff | | | Trac Pham | | | Eileen Schloss | | | Ragy Thomas | | | Tarim Wasim | |
Executive Leadership Experience | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ||
Other Public Company Board Experience | | | ✔ | | | ✔ | | | | | ✔ | | | | | ✔ | | | | | ||||
Software and Technology Industry Experience | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Company Growth and Scale Experience | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Financial Experience | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | |
International Business Experience | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Mergers and Acquisitions Experience | | | ✔ | | | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Name | | | Age | | | Principal Position |
Ragy Thomas | | | 50 | | | Founder, Chief Executive Officer and Director |
Manish Sarin | | | 51 | | | Chief Financial Officer |
Diane K. Adams | | | 64 | | | Chief Culture and Talent Officer |
Scott Harvey | | | 52 | | | Chief Customer Officer |
Amitabh Misra | | | 51 | | | Chief Technology Officer |
Arunkumar Pattabhiraman | | | 41 | | | Chief Marketing Officer |
Trac Pham | | | 55 | | | Interim Chief Operating Officer and Director |
Jacob Scott | | | 41 | | | General Counsel and Corporate Secretary |
NEOs | | | Title |
Ragy Thomas | | | Founder, Chief Executive Officer and Director |
Manish Sarin | | | Chief Financial Officer |
Diane Adams | | | Chief Culture & Talent Officer |
Scott Harvey(1) | | | Chief Customer Officer |
Paul Ohls(2) | | | Former Chief Revenue Officer |
Pavitar Singh(3) | | | Former Chief Technology Officer |
(1) | Mr. Harvey was hired as our EVP, Customer Operations effective September 25, 2023, and appointed as our Chief Customer Officer effective February 5, 2024. |
(2) | Mr. Ohls stepped down from the Chief Revenue Officer position effective February 5, 2024, and terminated service as an employee on March 16, 2024. |
(3) | Mr. Singh stepped down from the Chief Technology Officer position effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
• | In fiscal year 2024, we measured the achievement of Net New Annualized Recurring Revenue (“Net New ARR”) Bookings and Non-GAAP Operating Income as our top-line and bottom-line corporate performance goals respectively. These goals are tied to our non-equity incentive plan. We achieved fair results throughout the fiscal year; however, our top-line growth was limited in the last quarter combined with churn, and we did not meet our Net New ARR Bookings corporate performance goal. We outperformed our Non-GAAP Operating Income corporate performance goal. |
• | In March 2023, our compensation committee reviewed the base salaries of our then-serving NEOs and approved increases to base salaries in amounts ranging from 4% to 4.5% for each of the NEOs to align with target market and internal positioning. |
• | For our non-equity incentive plans, including our Bonus Plan (defined below), each participant has a target annual performance incentive opportunity that corresponds to the achievement of 100% of the corporate performance goals. Under our Bonus Plan, our compensation committee maintained “Net New ARR Bookings” (as defined in the Bonus Plan) and “Non-GAAP Operating Income” (as defined in the Bonus Plan) as the corporate performance goals applicable to Bonus Plan for the fiscal year 2024 plan year. We also decreased the weight of the Net New ARR Bookings performance goal from 80% to 70% and increased the weight of the Non-GAAP Operating Income corporate performance goal from 20% to 30% to further recognize profitability as high performance under our Bonus Plan. The target annual performance incentive opportunities of our NEOs generally were determined by our compensation committee in the first quarter of fiscal year 2024 and expressed as a percentage of their annual base salary, ranging from 55% to 100%. For the fiscal year 2024 plan year, payouts based wholly on the performance relative to the corporate performance goals resulted in a 39% achievement of our corporate performance goals under the Bonus Plan. Accordingly, our eligible NEOs received 39% of their target annual performance incentive opportunity based on company achievement of performance goals for the fiscal year 2024 plan year, with the exception of Mr. Harvey, who received 100% of his pro-rated target annual performance incentive opportunity for the fiscal year 2024 plan year as a result of his not having had a material opportunity to alter the outcome of our achievement of the performance goals under the Bonus Plan due to his partial year of service. |
• | Equity grants are determined by our compensation committee based on a number of factors, including current corporate and individual performance, the chief executive officer’s recommendations, outstanding equity holdings and their retention value and total ownership, the historical value of our stock, internal equity amongst executives, and with reference to an analysis of competitive market data prepared by Compensia, Inc. (“Compensia”), our independent compensation consultant. In fiscal year 2024, we approved annual equity awards in the form of stock options that vest over a four-year period for Mr. Thomas and in the form of restricted stock units (“RSUs”) that vest over a four-year period for our remaining NEOs. Mr. Thomas was granted 1,512,373 stock options, and the RSUs granted to our remaining NEOs ranged from 192,483 to 733,272 shares. For fiscal year 2024, Mr. Harvey received a new hire equity grant of 291,165 RSUs. |
• | Our compensation committee adopted our Incentive Compensation Recoupment Policy, effective as of October 2, 2023, that is compliant with the rules promulgated by the NYSE. |
What we do: | |||
✔ | | | Award annual incentive compensation subject to the achievement of pre-determined performance goals |
✔ | | | Incorporate payout caps for performance-based incentives |
✔ | | | Responsible use of shares under our long-term incentive program |
✔ | | | Maintain an executive severance policy |
✔ | | | Consider guidance from an independent and experienced compensation consultant |
✔ | | | Assess risks of our compensation program |
✔ | | | Maintain minimum stock ownership guidelines for our executive officers and directors |
✔ | | | Maintain a NYSE compliant clawback policy for incentive compensation |
What we do not do: | |||
✘ | | | No guaranteed bonus payouts |
✘ | | | No hedging of our stock |
✘ | | | No pledging of our stock |
✘ | | | No excise tax gross ups |
✘ | | | No excessive perquisites |
✘ | | | No supplemental executive retirement plans |
• | motivate, attract and retain highly qualified executives who are committed to our mission, performance and culture by paying them competitively; |
• | create a fair, reasonable and balanced compensation program that rewards executives’ performance and contributions to our short- and long-term business results, while closely aligning the interests of the executives with those of our stockholders; and |
• | emphasize pay for performance, with a program that aligns financial and operational achievements. |
• | provide base salaries consistent with each executive’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security; |
• | ensure a significant portion of each executive’s compensation is tied to our future share performance, thus aligning their interests with those of our stockholders; |
• | utilize equity compensation and vesting periods for equity awards that encourage executives to remain employed and focused on sustained share price appreciation; and |
• | utilize a mix between cash and equity compensation designed to encourage strategies and actions that are in our long-term best interests. |
Element of Compensation | | | Objectives | | | Key Points |
Base Salary (fixed compensation) | | | Provides financial stability and security through a fixed salary for performing job responsibilities. | | | The base salary of each executive, including each NEO, generally is determined and approved by our compensation committee. Base salaries are determined and generally are reviewed annually at the beginning of the fiscal year. |
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Non-Equity Incentive Plan Compensation (variable compensation) | | | Motivates and rewards employees for achieving rigorous annual corporate performance goals that relate to our key business objectives. | | | Our senior executive bonus plan (the “Bonus Plan”) provides our NEOs an opportunity to earn annual cash bonus payments contingent upon the attainment of certain performance goals as established by our compensation committee. The performance goals are based on achievement of Net New ARR Bookings (weighted at 70%) and Non-GAAP Operating Income (weighted at 30%). Target bonus amounts are set as a percentage of base salary. |
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Equity-Based Incentive Awards (variable compensation in the form of equity) | | | Motivates and rewards for long-term company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | | | Annual equity opportunities generally are reviewed and determined at the beginning of each fiscal year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by Compensia. |
• | conducting an executive market pay analysis, including analysis of competitive performance and compensation levels within our peer group; |
• | amending the group of peer companies to use as a reference in making executive compensation decisions; |
• | evaluating the efficacy of our existing compensation strategy and current executive pay practices and considering potential refinements or alternative practices, in supporting and reinforcing our long-term strategic goals; |
• | reviewing our director compensation policies and practices; and |
• | assisting in the development of this Compensation Discussion and Analysis. |
• | Revenue: We focused on companies with a revenue size within a range of approximately 0.3x to 3.0x of our trailing four-quarter revenue ended July 31, 2022 (“Last Four-Quarter Revenue”); and |
• | Market Capitalization: We focused on companies with market capitalization within a range of approximately 0.25x to 4.0x of our 30-day average market capitalization. |
Alteryx | | | Duck Creek Technologies | | | New Relic | | | Sprout Social |
AppFolio | | | Elastic N.V. | | | Pegasystems | | | Workiva |
Blackline | | | Five9 | | | Qualtrics International | | | Zendesk |
Box | | | LivePerson | | | Semrush Holdings | | | Zuora |
Coupa Software | | | Momentive Global | | | Smartsheet | | |
NEO | | | Fiscal Year 2024 Base Salary | | | Percentage Increase from Fiscal Year 2023 Base Salary |
Ragy Thomas(1) | | | $575,000 | | | 4.5% |
Manish Sarin(2) | | | $480,480 | | | 4% |
Diane Adams(3) | | | $453,440 | | | 4% |
Scott Harvey(4) | | | $410,000 | | | – |
Paul Ohls(5) | | | $437,895 | | | 4% |
Pavitar Singh(6) | | | $478,736 | | | 4% |
(1) | Effective April 1, 2023, Mr. Thomas’s base salary increased to $575,000 in connection with the annual executive compensation review. |
(2) | Effective April 1, 2023, Mr. Sarin’s base salary increased to $480,480 in connection with the annual executive compensation review. |
(3) | Effective April 1, 2023, Ms. Adams’ base salary increased to $453,440 in connection with the annual executive compensation review. |
(4) | Mr. Harvey was hired as our EVP, Customer Operations effective September 25, 2023, and appointed as our Chief Customer Officer effective February 5, 2024. |
(5) | Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024. |
(6) | Mr. Singh’s base salary reflects the conversion from AED 1 to USD 0.2723 as of January 31, 2024. Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
NEO(1) | | | FY24 Target Bonus Opportunity (% of base salary) | | | FY24 Target Bonus Opportunity ($) |
Ragy Thomas | | | 100% | | | $570,959 |
Manish Sarin | | | 90% | | | $429,744 |
Diane Adams | | | 55% | | | $247,842 |
Scott Harvey(2) | | | 55% | | | $79,697 |
Paul Ohls | | | 90% | | | $391,655 |
Pavitar Singh(3) | | | 90% | | | $428,184 |
(1) | Target bonus opportunities were calculated based on prorated salary compensation for each of Ms. Adams and Messrs. Thomas, Sarin, Ohls and Singh, taking into account their salaries from February through March 2023 and new fiscal year 2024 salaries effective April 1, 2023. |
(2) | Target bonus opportunity is prorated based on Mr. Harvey start date of September 25, 2023. |
(3) | Mr. Singh’s target bonus reflects the conversion from AED 1 to USD 0.2723 as of January 31, 2024. Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
Corporate Performance Goal | | | Payout Formula(3) | | | Weight | | | Actual Achievement | | | Weighted Payout Percentage |
Net New ARR Bookings(1) | | | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | | | 70% | | | 0% | | | 0% |
Non-GAAP Operating Income(2) | | | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | | | 30% | | | 130% | | | 39% |
Total | | | | | | | | | 39% |
(1) | Net New ARR Bookings is a financial measure that we define as the annualized net dollar value of recurring license fees (“ARR”) added to Sprinklr’s portfolio during a period (gross ARR bookings less ARR lost). Our Net New ARR Bookings is an internal measure that we do not disclose for several reasons, including our belief that disclosure would result in competitive harm. If the results were disclosed, we believe that the information would provide competitors with insights into our operations and sales programs that would be harmful to us. |
(2) | Non-GAAP Operating Income is a financial measure that we define as our operating income excluding, as applicable, stock-based compensation expense-related charges, charges on litigation settlements, amortization of acquired intangible assets, and any other non-recurring item deemed to be non-GAAP. Non-GAAP Operating Income is a non-GAAP financial measure. For additional details and a reconciliation of Non-GAAP Operating Income to its most comparable GAAP measure, please see “Non-GAAP Financial Measures” in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024. |
(3) | For Net New ARR Bookings, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. For Non-GAAP Operating Income, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. |
NEO | | | Amount Paid Under Bonus Plan for FY24 ($) |
Ragy Thomas(1) | | | $222,674 |
Manish Sarin(2) | | | $167,600 |
Diane Adams(3) | | | $96,658 |
Scott Harvey(4) | | | $79,697 |
Paul Ohls(5) | | | — |
Pavitar Singh(6) | | | — |
(1) | Mr. Thomas’s incentive payment was prorated based upon his base salary of $550,000 from February 1, 2023 to March 31, 2023 and $575,000 from April 1, 2023 to January 31, 2024. |
(2) | Mr. Sarin’s incentive payment was prorated based upon his base salary of $462,000 from February 1, 2023 to March 31, 2023 and $480,480 from April 1, 2023 to January 31, 2024. |
(3) | Ms. Adams’s incentive payment was prorated based upon her base salary of $436,000 from February 1, 2023 to March 31, 2023 and $453,440 from April 1, 2023 to January 31, 2024. |
(4) | Mr. Harvey’s incentive payment was paid at 100% of his prorated target bonus amount as a result of Mr. Harvey not having had a material opportunity to alter the outcome of our achievement of the performance goals under the Bonus Plan due to his partial year of service. |
(5) | Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024, and he did not receive a bonus for this plan, but rather a severance bonus. |
(6) | Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023, and did not receive a bonus for this plan, but rather a severance bonus. |
NEO | | | Stock Options Granted (# of shares) | | | RSUs Granted (# of shares) |
Ragy Thomas | | | 1,512,373 | | | — |
Manish Sarin | | | — | | | 320,806 |
Diane Adams | | | — | | | 192,483 |
Scott Harvey | | | — | | | 291,165 |
Paul Ohls | | | — | | | 297,891 |
Pavitar Singh | | | — | | | 733,272 |
• | nine (9) months’ base salary (12 months for Mr. Thomas) payable in accordance with our normal payroll frequency; |
• | a lump sum pro rata payment of the executive’s target annual bonus for the year of termination; and |
• | subsidized COBRA continuation coverage for up to nine (9) months (12 months for Mr. Thomas). |
• | a lump sum payment equal to 12 months’ base salary (18 months for Mr. Thomas); |
• | a lump sum equal to 100% of the executive’s target annual bonus for the year of termination (150% for Mr. Thomas); |
• | 100% acceleration of unvested time-based equity awards; and |
• | subsidized COBRA continuation coverage for up to 12 months (18 months for Mr. Thomas). |
Position | | | Ownership Guideline Multiple of Base Pay |
Chief Executive Officer | | | 5.0x |
All other Officers | | | 1.0x |
Directors | | | 3.0x |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(7)(8) | | | Option Awards ($)(7)(8) | | | Non-Equity Incentive Compensation ($)(9) | | | All Other Compensation ($)(10) | | | Total ($) |
Ragy Thomas Founder, Chairman and Chief Executive Officer | | | 2024 | | | 570,833 | | | — | | | — | | | 11,431,922 | | | 222,674 | | | 189,195 | | | 12,414,624 |
| 2023 | | | 536,666 | | | — | | | 6,905,000 | | | — | | | 553,181 | | | 178,730(12) | | | 8,173,577 | ||
| 2022 | | | 470,000 | | | — | | | | | | | 560,240 | | | 87,578 | | | 1,117,818 | ||||
Manish Sarin(1) Chief Financial Officer | | | 2024 | | | 477,400 | | | — | | | 4,122,357 | | | — | | | 167,600 | | | 3,960 | | | 4,771,317 |
| 2023 | | | 458,333 | | | — | | | 6,226,287 | | | — | | | 424,977 | | | 3,660(13) | | | 7,113,257 | ||
Diane Adams(2) Chief Culture and Talent Officer | | | 2024 | | | 450,533 | | | — | | | 2,473,407 | | | — | | | 96,658 | | | 4,020 | | | 3,024,618 |
Scott Harvey(3) Chief Customer Officer | | | 2024 | | | 144,551 | | | 30,000(11) | | | 3,971,491 | | | — | | | 79,697 | | | 1,230 | | | 4,226,969 |
Paul Ohls(4) Former Chief Revenue Officer | | | 2024 | | | 435,088 | | | — | | | 3,827,899 | | | — | | | — | | | 3,960 | | | 4,266,947 |
| 2023 | | | 373,684 | | | — | | | 4,463,317 | | | — | | | 440,538 | | | 3,660(14) | | | 5,281,199 | ||
Pavitar Singh(5)(6) Former Chief Technology Officer | | | 2024 | | | 301,380 | | | — | | | 9,422,545 | | | — | | | — | | | 109,508 | | | 9,833,433 |
| 2023 | | | 456,502 | | | — | | | 3,452,500 | | | — | | | 423,279 | | | — | | | 4,332,281 | ||
| 2022 | | | 438,339 | | | — | | | — | | | — | | | 470,250 | | | — | | | 908,589 |
(1) | Mr. Sarin was hired as our Chief Financial Officer effective January 24, 2022, and, as such, was not an NEO for fiscal year 2022. |
(2) | Ms. Adams was not an NEO for fiscal years 2023 or 2022. |
(3) | Mr. Harvey was hired as EVP Customer Operations effective September 25, 2023, and, as such, was not an NEO for fiscal years 2023 or 2022. Mr. Harvey was appointed as Chief Customer Officer effective February 5, 2024. |
(4) | Mr. Ohls was appointed as our Chief Revenue Officer effective October 1, 2022, and, as such, was not an NEO for fiscal year 2022. Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024. |
(5) | Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
(6) | The base salary for Mr. Singh for the fiscal year ended January 31, 2024 reflects the conversion from AED to USD using the exchange rate of AED 1 to USD 0.2723 as of January 31, 2024. |
(7) | Amounts reported represent the aggregate grant date fair value of the stock awards and stock option awards to our NEOs during the years presented, calculated in accordance with the FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The assumptions used in calculating the grant date fair value of the stock awards and stock options reported in these columns 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 January 31, 2024. This amount does not reflect the actual economic value that may be realized by the NEO. |
(8) | Refer to the section titled “—Compensation Discussion and Analysis—Equity-Based Incentive Awards” for a description of the material terms of the program pursuant to which this compensation was awarded. |
(9) | The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of Company goals and other factors deemed relevant by our board of directors and compensation committee. For additional information, see the section titled “—Compensation Discussion and Analysis—Non-Equity Incentive Plan Compensation.” |
(10) | Amounts reported for the fiscal year ended January 31, 2024 reflect the following: |
Named Executive Officer | | | 401(k) Matching Contributions ($) | | | Severance Payments ($) | | | Other | | | Total Other Compensation |
Ragy Thomas | | | 3,960 | | | — | | | 185,235(b) | | | 189,195 |
Manish Sarin | | | 3,960 | | | — | | | — | | | 3,960 |
Diane Adams | | | — | | | — | | | 4,020(c) | | | 4,020 |
Scott Harvey | | | 1,230 | | | — | | | — | | | 1,230 |
Paul Ohls | | | 3,960 | | | — | | | — | | | 3,960 |
Pavitar Singh | | | — | | | 109,508(a) | | | — | | | 109,508 |
(a) | Includes $70,160 relating to the gratuity payment and $39,348 pay in lieu of notice as statutory payments prescribed in the United Arab Emirates based on service. The severance payments to Mr. Singh reflect the conversation from AED to USD using the exchange rates of 0.2723 as of January 31, 2024. |
(b) | Includes perquisites for Mr. Thomas of $7,000 for an executive health physical, $4,026 for gas, parking and tolls incurred for the business use of Mr. Thomas’s personal car and $174,208 related to costs associated with Mr. Thomas’s transportation and security during fiscal year 2024. |
(c) | Includes $4,020 relating for Ms. Adams for an executive health physical. |
(11) | Consists of a one-time signing bonus, which is subject to recovery if Mr. Harvey resigns or is terminated for cause within one year of his start date of employment. |
(12) | The “All Other Compensation” and “Total” amounts for Mr. Thomas have been adjusted compared to prior disclosure to exclude $919 in group life insurance and to reflect an additional $72,794 related to costs associated with Mr. Thomas’s transportation and security during fiscal year 2022, which were inadvertently omitted from the Summary Compensation Table in last year’s proxy statement. |
(13) | The “All Other Compensation” and “Total” amounts for Mr. Sarin have been adjusted compared to prior disclosure to exclude $864 in group life insurance, which was inadvertently included in the Summary Compensation Table in last year’s proxy statement. |
(14) | The “All Other Compensation” and “Total” amounts for Mr. Ohls have been adjusted compared to prior disclosure to exclude $736 in group life insurance, which was inadvertently included in the Summary Compensation Table in last year’s proxy statement. |
Name | | | Grant Type | | | Grant Date | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(2) | ||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||||||||||
Ragy Thomas | | | Annual Cash | | | | | $460,000 | | | $575,000 | | | $805,000 | | | | | | | | | |||||
| Option | | | 04/03/2023 | | | — | | | | | | | | | 1,512,373(3) | | | $12.85 | | | $11,431,922 | |||||
Manish Sarin | | | Annual Cash | | | | | $345,946 | | | $432,432 | | | $605,405 | | | | | | | | | |||||
| RSU | | | 04/03/2023 | | | — | | | | | | | 320,806(4) | | | | | | | $4,122,357 | ||||||
Diane Adams | | | Annual Cash | | | | | $199,514 | | | $249,392 | | | $349,149 | | | | | | | | | |||||
| RSU | | | 04/03/2023 | | | — | | | | | | | 192,483(4) | | | | | | | $2,473,407 | ||||||
Scott Harvey | | | Annual Cash | | | | | $324,000 | | | | | | | | | | | | | |||||||
| RSU | | | 10/15/2023 | | | — | | | | | | | 291,165(5) | | | | | | | $3,971,491 | ||||||
Paul Ohls | | | Annual Cash | | | | | — | | | — | | | — | | | | | | | | | |||||
| RSU | | | 04/03/2023 | | | — | | | | | | | 297,891(4) | | | | | | | $3,827,899 | ||||||
Pavitar Singh | | | Annual Cash | | | | | — | | | — | | | — | | | | | | | | | |||||
| RSU | | | 04/03/2023 | | | — | | | — | | | — | | | 274,977(4) | | | | | | | $3,533,454 | ||||
| RSU | | | 04/03/2023 | | | — | | | — | | | — | | | 458,295(4) | | | | | | | $5,889,091 |
(1) | The amounts set forth in the “Target” column represent target bonus amounts for each NEO for the fiscal year ended January 31, 2024 under our non-equity incentive plan and do not represent either additional or actual compensation earned by our NEOs for the fiscal year ended January 31, 2024. Target amounts are prorated for compensation changes and time eligible to participate in our Bonus Plan for fiscal year 2024. Threshold and maximum amounts reflect the dollar amount that would be payable if each performance goal were achieved at the threshold (i.e., 80%-140%) level. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. Mr. Ohls stepped down as Chief Revenue Officer effective February 5, 2024, and he did not receive the target bonus for this plan, but rather a severance bonus provided in the “All Other Compensation” column of the “Summary Compensation Table” above. |
(2) | Amounts reported represent the aggregate grant date fair value of stock options and RSUs granted to our NEOs under our 2021 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options and RSUs 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 January 31, 2024. This amount does not reflect the actual economic value that may be realized by the NEO. |
(3) | Twenty-five percent (25%) of the shares subject to the option shall vest on March 15, 2024, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest in equal monthly installments on the 15th day of each month thereafter, subject to the NEO’s continued service with us as of each such date. |
(4) | The RSUs vest with respect to 25% of the shares underlying the RSU award on March 15, 2024, with the remaining shares vesting in 12 equal quarterly installments each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |
(5) | The RSUs vest with respect to 25% of the shares underlying the RSU award on December 15, 2024, with the remaining shares vesting in 12 equal quarterly installments each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |
| | | | Option Awards(1) | | | Stock Awards(1) | ||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares of Units of Stock that have not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
Ragy Thomas | | | 03/18/2019 | | | 2,318,632 | | | — | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — |
| 03/18/2019 | | | 2,318,632 | | | — | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | ||
| 03/18/2019 | | | 2,318,632 | | | — | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | ||
| 03/11/2020 | | | 551,042(3) | | | 23,958 | | | 4.93 | | | 03/11/2030 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | 360,000(4) | | | 240,000 | | | 7.68 | | | 01/28/2031 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 360,000(5) | | | 4,492,800 | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 300,000(6) | | | 3,744,000 | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | 24,000(7) | | | 299,520 | | | — | | | — | ||
| 04/11/2022 | | | — | | | — | | | — | | | — | | | 281,250(8) | | | 3,510,000 | | | — | | | — | ||
| 04/03/2023 | | | — | | | 1,512,373(3) | | | 12.85 | | | 4/3/2033 | | | — | | | — | | | — | | | — | ||
Manish Sarin | | | 03/15/2022 | | | — | | | — | | | — | | | — | | | 178,147(8) | | | 2,223,275 | | | — | | | — |
| 03/15/2022 | | | — | | | — | | | — | | | — | | | 97,150(9) | | | 1,212,432 | | | — | | | — | ||
| 06/17/2022 | | | — | | | — | | | — | | | — | | | 43,475(8) | | | 542,568 | | | — | | | — | ||
| 04/03/2023 | | | — | | | — | | | — | | | — | | | 320,806(8) | | | 4,003,659 | | | — | | | — | ||
Diane Adams | | | 03/18/2019 | | | 13,021 | | | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | |
| 03/11/2020 | | | 14,787(3) | | | 11,458 | | | 4.93 | | | 03/11/2030 | | | — | | | — | | | — | | | — | ||
| 03/11/2020 | | | 28,646 | | | — | | | 4.93 | | | 03/11/2030 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | 1,988(4) | | | 16,353 | | | 7.68 | | | 01/28/2031 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | 118,012(4) | | | 63,647 | | | 7.68 | | | 01/28/2031 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,000(10) | | | 1,497,600 | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | 8,000(7) | | | 99,840 | | | — | | | — | ||
| 04/11/2022 | | | — | | | — | | | — | | | — | | | 56,250(8) | | | 702,000 | | | — | | | — | ||
| 04/03/2023 | | | — | | | — | | | — | | | — | | | 192,483(8) | | | 2,402,188 | | | — | | | — | ||
Scott Harvey | | | 10/15/2023 | | | — | | | — | | | — | | | — | | | 291,165(11) | | | 3,633,739 | | | — | | | — |
Paul Ohls | | | 08/14/2018 | | | 50,000 | | | — | | | 4.10 | | | 08/14/2028 | | | — | | | — | | | — | | | — |
| 08/14/2018 | | | 287,440 | | | — | | | 4.10 | | | 08/14/2028 | | | — | | | — | | | — | | | — | ||
| 05/15/2019 | | | 98,915 | | | — | | | 4.25 | | | 05/15/2029 | | | — | | | — | | | — | | | — | ||
| 12/10/2019 | | | 4,729 | | | — | | | 4.45 | | | 12/10/2029 | | | — | | | — | | | — | | | — | ||
| 12/10/2019 | | | 78,565 | | | — | | | 4.45 | | | 12/10/2029 | | | — | | | — | | | — | | | — | ||
| 09/02/2020 | | | 520(3) | | | 4,167 | | | 7.38 | | | 08/31/2030 | | | — | | | — | | | — | | | — | ||
| 09/02/2020 | | | 20,313 | | | — | | | 7.38 | | | 08/31/2030 | | | — | | | — | | | — | | | — | ||
| 04/05/2021 | | | 53,333(3) | | | 14,032 | | | 10.96 | | | 04/05/2031 | | | — | | | — | | | — | | | — | ||
| 04/05/2021 | | | 1,667(3) | | | 10,968 | | | 10.96 | | | 04/05/2031 | | | — | | | — | | | — | | | — | ||
| 05/20/2021 | | | 66,667(3) | | | 31,243 | | | 12.88 | | | 05/18/2031 | | | — | | | — | | | — | | | — | ||
| 05/20/2021 | | | — | | | 2,090(3) | | | 12.88 | | | 05/18/2031 | | | — | | | — | | | — | | | — | ||
| 04/15/2022 | | | — | | | — | | | — | | | — | | | 61,096(8) | | | 762,478 | | | — | | | — | ||
| 12/15/2022 | | | — | | | — | | | — | | | — | | | 250,000(11) | | | 3,120,000 | | | — | | | — | ||
| 04/03/2023 | | | — | | | — | | | — | | | — | | | 297,891(8) | | | 3,717,680 | | | — | | | — |
(1) | All equity awards granted prior to our IPO were granted pursuant to the 2011 Plan and are for shares of our Class B common stock. All equity awards granted after our IPO were granted under the 2021 Plan and are for shares of our Class A common stock. |
(2) | Market value is calculated based on the closing price of our Class A common stock on January 31, 2024, which was $12.48 as reported on the NYSE. |
(3) | 25% of the shares underlying this option vested on the first anniversary of the grant date, with the remaining shares vesting in 36 equal monthly installments thereafter on the first day of each month, subject to the NEO’s continued service to us as of each such date. |
(4) | 20% of the shares underlying this option vest on the first anniversary of the grant date, with the remaining shares vesting in 48 equal monthly installments thereafter on the first day of each month, subject to the NEO’s continued service to us as of each such date. |
(5) | This performance stock unit (“PSU”) award represents shares of our Class A common stock that must meet a service-based condition and a stock-valuation condition in order to vest. The service-based condition was satisfied with respect to 20% of the shares underlying the PSU awards on January 28, 2022, with the remaining shares vesting in 16 equal quarterly installments thereafter, subject to Mr. Thomas’s continued services to us as of each such date. The stock-valuation condition is satisfied upon the achievement of the following stock price thresholds during the named executive officer’s continuous services to us: 120,000 PSUs will vest upon our Class A common stock trading at each of $30, $40 and $50, as measured on a 45-day weighted-average trading price on the NYSE. In the event of Mr. Thomas’s involuntary termination either by us without “cause” (and not due to death or “disability”) or by Mr. Thomas for “good reason” (in each case, as defined in the applicable PSU award agreements), in either case, during the period beginning three months prior to and ending on the first anniversary of the effective date of a specified change-in-control transaction, the PSUs will vest to the extent the stock-valuation condition was met as a result of the change-in-control transaction. The number of shares subject to Mr. Thomas’s PSU award assumes threshold achievement, with the stock-valuation condition deemed satisfied as to the $30 price hurdle only. |
(6) | This PSU award represents shares of our Class A common stock that must meet a service-based condition and a stock-valuation condition in order to vest. The service-based condition was satisfied with respect to 20% of the shares underlying the PSU awards on January 28, 2022, with the remaining shares vesting in 16 equal quarterly installments thereafter, subject to Mr. Thomas’s continued services to us as of each such date. The stock-valuation condition is satisfied upon the achievement of the following stock price thresholds during Mr. Thomas’s continuous services to us: 60,000 PSUs will vest upon our Class A common stock trading at each of $60, $70, $80, $90 and $100, as measured on a 45-day weighted-average trading price on the NYSE. In the event of Mr. Thomas’s involuntary termination either by us without “cause” (and not due to death or “disability”) or by Mr. Thomas for “good reason” (in each case, as defined in the applicable PSU award agreements), in either case, during the period beginning three months prior to and ending on the first anniversary of the effective date of a specified change-in-control transaction, the PSUs will vest to the extent the stock-valuation condition was met as a result of the change-in-control transaction. The number of shares subject to Mr. Thomas’s PSU award assumes threshold achievement, but the stock-valuation condition has not been satisfied with respect to any of the price hurdles. |
(7) | 20% of the shares underlying this RSU award vested on the first anniversary of the grant date, with the remaining shares vesting in 16 equal quarterly installments thereafter, subject to the NEO’s continued service to us as of each such date. |
(8) | 25% of the RSUs shall vest on March 15 in the year following the grant date, with the remaining shares vesting in 12 equal installments on each subsequent Quarterly Vesting Date thereafter, subject to the NEO’s continued service to us as of each such date. |
(9) | One-sixteenth (1/16th) of the RSUs shall vest quarterly commencing on June 15, 2022, subject to the NEO’s continuous service to us on each such vesting date. |
(10) | This PSU award represents shares of our Class A common stock that must meet a service-based condition and a stock-valuation condition in order to vest. The service-based condition was satisfied with respect to 20% of the shares underlying the PSU awards on January 28, 2022, with the remaining shares vesting in 16 equal quarterly installments thereafter, subject to Ms. Adams’s continued services to us as of each such date. The stock-valuation condition is satisfied upon the achievement of the following stock price thresholds during Ms. Adams’s continuous services to us: 40,000 PSUs will vest upon our Class A common stock trading at each of $30, $40 and $50, as measured on a 45-day weighted-average trading price on the NYSE. In the event of Ms. Adams’s involuntary termination either by us without “cause” (and not due to death or “disability”) or by Ms. Adams for “good reason” (in each case, as defined in the applicable PSU award agreements), in either case, during the period beginning three months prior to and ending on the first anniversary of the effective date of a specified change-in-control transaction, the PSUs will vest to the extent the stock-valuation condition was met as a result of the change-in-control transaction. The number of shares subject to Ms. Adams’s PSU award assumes threshold achievement, with the stock-valuation condition deemed satisfied as to the $30 price hurdle only. |
(11) | 25% of the RSUs shall vest on December 15 in the year following grant date, with the remaining shares vesting in 12 equal installments on each subsequent Quarterly Vesting Date thereafter, subject to the NEO’s continuous service. |
Name | | | Option Awards | | | Stock Awards | ||||||
| Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | ||
Ragy Thomas | | | — | | | — | | | 233,750 | | | 2,725,413 |
Manish Sarin | | | — | | | — | | | 215,551 | | | 2,553,771 |
Diane Adams | | | 501,359 | | | 4,965,786 | | | 48,750 | | | 569,763 |
Scott Harvey | | | — | | | — | | | — | | | — |
Paul Ohls | | | 52,351 | | | 510,993 | | | 130,853 | | | 1,486,839 |
Pavitar Singh | | | 926,563 | | | 9,137,501 | | | 85,625 | | | 950,744 |
(1) | The value realized on exercise is based on the closing price of our Class A common stock on the date of exercise minus the exercise price and does not reflect actual proceeds received. |
(2) | The value realized upon vesting was calculated by multiplying the number of shares of Class A common stock vested by the closing price of our Class A common stock on the applicable vesting date and does not reflect actual proceeds received. |
Name | | | Type of Termination | | | Base Salary ($) | | | Bonus ($)(1) | | | Accelerated Vesting of Equity Awards ($)(2) | | | Continuation of Insurance Coverage ($) | | | Total ($) |
Ragy Thomas | | | Termination without Cause or with Good Reason | | | 575,000 | | | 575,000 | | | — | | | 29,628 | | | 1,179,628 |
| | | | | | | | | | | | |||||||
| | Termination without Cause or with Good Reason in connection with a CIC(2) | | | 862,500 | | | 862,500 | | | 5,142,403 | | | 44,442 | | | 6,612,325 | |
| | | | | | | | | | | | |||||||
Manish Sarin | | | Termination without Cause or with Good Reason | | | 360,360 | | | 432,432 | | | — | | | 184 | | | 792,976 |
| | | | | | | | | | | | |||||||
| | Termination without Cause or with Good Reason in connection with a CIC(2) | | | 480,480 | | | 432,432 | | | 7,981,933 | | | 245 | | | 8,895,090 | |
| | | | | | | | | | | | |||||||
Diane Adams | | | Termination without Cause or with Good Reason | | | 340,080 | | | 249,392 | | | — | | | 7,678 | | | 597,150 |
| | Termination without Cause or with Good Reason in connection with a CIC(2) | | | 453,440 | | | 249,392 | | | 3,674,536 | | | 10,237 | | | 4,287,765 | |
Scott Harvey | | | Termination without Cause or with Good Reason | | | 307,500 | | | 225,500 | | | — | | | 22,221 | | | 555,221 |
| | Termination without Cause or with Good Reason in connection with a CIC(2) | | | 410,000 | | | 225,500 | | | 3,633,739 | | | 29,628 | | | 4,298,867 |
(1) | A prorated target annual bonus for the fiscal year in which the Termination Date occurs, with the proration equal to the number of days elapsed during the fiscal year through the Termination Date divided by 365, is payable on the same date as the first severance payment. |
(2) | The value of accelerated vesting of unvested RSUs is based upon the closing price of our Class A Common Stock on January 31, 2024, as reported on the NYSE, multiplied by the number of unvested RSUs. The value of accelerated vesting of unvested, unexercised stock options is based on the difference between the closing stock price on January 31, 2024, as reported on the NYSE, and the exercise price per option multiplied by the number of unvested options. No value was applied to any underwater options or unearned PSUs. |
• | To identify our median employee, we considered the individuals employed by us on January 31, 2024, 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 January 31, 2024, our global population of full-time, part-time and temporary employees (excluding our chief executive officer) consisted of 3,945 employees. |
• | We also used a consistently applied compensation measure consisting of the annual base salary + allowances on January 31, 2024, the target incentive cash compensation for fiscal year 2024 commission plans under our sales and services incentive plans, the actual corporate bonus amount paid out in fiscal year 2025 for services performed in fiscal year 2024 and the grant date fair value for equity awards granted during fiscal year 2024. We selected these compensation elements because they represent our principal 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. We did not make any cost-of-labor adjustments. We did not exclude any countries from the employee population. We converted all local currencies to U.S. dollars based on the applicable exchange rates in effect on January 31, 2024, similar to how we converted foreign currency amounts into U.S. dollars in the Summary Compensation Table. |
Pay Versus Performance Table | |||||||||||||||||||||||||||
Year (a)(1) | | | Summary Compensation Table Total for PEO (b)(1) | | | Compensation Actually Paid for PEO (c)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs (d)(3) | | | Average Compensation Actually Paid for Non-PEO NEOs (e)(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (i)(7) | | | Company- Selected Measure: Non-GAAP Op. Income (j)(8) | ||||||
| Total Shareholder Return (f)(5) | | | Peer Group Total Shareholder Return | | ||||||||||||||||||||||
| CD&A Peers (g)(6) | | | S&P 500 IT Index (h)(6) | | ||||||||||||||||||||||
2024 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $( | | | $ |
2022 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $( | | | $( |
(1) | The dollar amounts reported in column (b) represent the amount of total compensation reported for |
(2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Thomas as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to our PEO during the applicable fiscal year. Mr. Thomas’s 2022 award values include performance-based awards granted prior to IPO that vest in connection with the IPO and stock price achievement. |
Principal Executive Officer | |||||||||||||||
| | | | | | 2022 | | | 2023 | | | 2024 | |||
| | Summary Compensation Table - Total Compensation | | | (a) | | | $ | | | $ | | | $ | |
- | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | (b) | | | $ | | | $ | | | $ |
+ | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | | (c) | | | $ | | | $ | | | $ |
+ | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | | (d) | | | $ | | | $( | | | $ |
+ | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | | (e) | | | $ | | | $ | | | $ |
+ | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | (f) | | | $ | | | $ | | | $ |
- | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | (g) | | | $ | | | $ | | | $ |
= | | | Compensation Actually Paid | | | | | $ | | | $ | | | $ |
(3) | The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our Non-PEO NEOs for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. The names of each Non-PEO NEO included for purposes of calculating the average “compensation actually paid” for 2022 and the average amounts of total compensation in each of 2023 and 2024 are as follows: |
Year | | | Non-PEO NEO |
2022 | | | Luca Lazzaron (Former Chief Revenue Officer) and Pavitar Singh (Former Chief Technology Officer) |
2023 | | | Manish Sarin (Chief Financial Officer), Luca Lazzaron (Former Chief Revenue Officer), Paul Ohls (Former Chief Revenue Officer), Arunkumar Pattabhiraman (Chief Marketing Officer) and Pavitar Singh (Former Chief Technology Officer) |
2024 | | | Manish Sarin (Chief Financial Officer), Diane Adams (Chief Culture & Talent Officer), Scott Harvey (Chief Customer Officer), Paul Ohls (Former Chief Revenue Officer) and Pavitar Singh (Former Chief Technology Officer) |
(4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to our Non-PEO NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each covered fiscal year to determine the “compensation actually paid” to our Non-PEO NEOs for such fiscal year, using the methodology described below: |
Non-PEO NEO Average | |||||||||||||||
| | | | | | 2022 | | | 2023 | | | 2024 | |||
| | Summary Compensation Table - Total Compensation | | | (a) | | | $ | | | $ | | | $ | |
- | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | (b) | | | $ | | | $ | | | $ |
+ | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | | (c) | | | $ | | | $ | | | $ |
+ | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | | (d) | | | $( | | | $( | | | $( |
+ | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | | (e) | | | $ | | | $ | | | $ |
+ | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | (f) | | | $ | | | $( | | | $ |
- | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | (g) | | | $ | | | $ | | | $ |
= | | | Compensation Actually Paid | | | | | $ | | | $ | | | $ |
(5) | Cumulative total stockholder return (“TSR”) in column (f) is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period by our share price at the beginning of the measurement period. The same methodology is used for our performance peer group, column (g). |
(6) | The peer group selected to determine the Company’s Peer Group TSR for each applicable fiscal year is the company’s CD&A peer group used by our compensation committee to make compensation decisions in fiscal year 2024, which is a change from the S&P 500 Information Technology index used in the fiscal year 2023 Pay versus Performance disclosure. We show both peer groups this year, and, in the future, we intend to continue using the CD&A peer group approved by our compensation committee in the future. The fiscal year 2024 CD&A peer group consists of Alteryx, AppFolio, BlackLine, Box, Coupa Software, Duck Creek Technologies, Elastic N.V., Five9, LivePerson, Momentive Global, New Relic, Pegasystems, Qualtrics International, Semrush Holdings, Smartsheet, Sprout Social, Workiva, Zendesk, and Zuora. For additional information regarding our fiscal year 2024 CD&A peer group, please refer to “Executive Compensation – Fiscal Year 2024 Peer Group.” |
(7) | The dollar amounts reported in column (h) represent the amount of net income (or loss) reflected in our audited financial statements for each covered fiscal year. |
(8) | Our company selected performance measure is |
• |
• |
• |
• | $35,000 per year for each non-employee director; |
• | $20,000 per year for chair of the audit committee or $10,000 per year for each other non-chair member of the audit committee; |
• | $15,000 per year for chair of the compensation committee or $7,500 per year for each other non-chair member of the compensation committee; and |
• | $10,000 per year for chair of the nominating and corporate governance committee or $5,000 per year for each other non-chair member of the nominating and corporate governance committee. |
• | $40,000 per year for each non-employee director; |
• | $20,000 per year for chair of the audit committee or $10,000 per year for each other non-chair member of the audit committee; |
• | $16,500 per year for chair of the compensation committee or $8,000 per year for each other non-chair member of the compensation committee; and |
• | $10,000 per year for chair of the nominating and corporate governance committee or $5,000 per year for each other non-chair member of the nominating and corporate governance committee. |
• | Initial Grant. Each non-employee director who is elected or appointed to our board of directors will automatically, upon the date of such director’s initial election or appointment (or, if such date is not a market trading day, on the first market trading day thereafter), be granted a one-time, initial RSU award (the “initial grant”) with a grant-date value of $200,000. Each initial grant will vest in full on the first anniversary of the grant date, subject to the director’s continued service through such vesting date. |
• | Additional Initial Grant to LID. Pursuant to the most recent amendment of our non-employee director compensation policy, each non-employee director who is elected or appointed as lead independent director on the date of our annual stockholder meeting will automatically be granted an additional RSU award with a grant-date value of $100,000 (the “LID initial grant”). With respect to a non-employee director who is first elected or appointed as lead independent director on a date other than the date of our annual stockholder meeting, such LID initial grant will be prorated to reflect the time between such election or appointment date and the date of our last annual stockholder meeting. The LID initial grant will vest in full on the first anniversary of the grant date, subject to the director’s continued service through such vesting date. |
• | Annual Grant. On the date of each annual meeting of our stockholders, each non-employee director who continues to serve as a non-employee director following such stockholder meeting (excluding any director who is first appointed or elected to our board of directors at such meeting) will automatically be granted an annual RSU award (the “annual grant”) with a grant-date value of $200,000. Each annual grant will vest in full on the earlier of the first anniversary of the grant date or the day prior to the date of our next annual stockholder meeting, subject to the director’s continued service through such vesting date (provided that with respect to a non-employee director who was first elected or appointed to our board of directors on a date other than the date of our annual stockholder meeting, upon the first annual stockholder meeting following such non-employee director’s first joining the board of directors, such non-employee director’s first such annual grant will be prorated to reflect the time between such election or appointment date and the date of such first annual stockholder meeting). |
• | Additional Annual Grant to LID. On the date of each annual meeting of our stockholders, the lead independent director (excluding any lead independent director who was first appointed or elected to such role at such annual meeting) who continues to serve as lead independent director following such annual meeting will automatically be granted an additional RSU award with a grant-date value of $100,000 (the “LID annual grant”). The LID annual grant will vest in full on the earlier of the first anniversary of the grant date or the day prior to the date of our next annual stockholder meeting, subject to the director’s continued service through such vesting date. |
• | Retainer Grant. Each non-employee director may elect to convert his or her cash compensation under the policy into an RSU award (the “retainer grant”). If a non-employee director timely makes this election in accordance with the requirements of the non-employee director compensation policy, each such retainer grant will be automatically granted on the same date as the annual grant. Each retainer grant will cover a number of shares of our Class A common stock equal to (a) the aggregate amount of annual cash compensation otherwise payable to such director divided by (b) the closing sales price per share of our Class A common stock on such date, rounded down to the nearest whole share. Pursuant to the most recent amendment of our non-employee director compensation policy, each retainer grant will vest in in four substantially equal quarterly installments following the date of such annual meeting on each date that the corresponding annual cash compensation would have been paid, in each case, subject to the director’s continued service through each such vesting date. Prior to its most recent amendment, our non-employee director compensation policy provided that such retainer grant would vest in full on the earlier of the first anniversary of the grant date or the day prior to the date of our next annual stockholder meeting, subject to the director’s continued service through such vesting date. |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(2)(3) | | | Total ($) |
Neeraj Agrawal | | | 53,029 | | | 199,986 | | | 253,015 |
Edwin Gillis | | | 60,000(1) | | | 199,986 | | | 259,986 |
Kevin Haverty | | | 70,885(1) | | | 106,848 | | | 177,733 |
Yvette Kanouff | | | 22,500 | | | 199,986 | | | 222,486 |
Eileen Schloss | | | 55,250 | | | 353,871 | | | 409,121 |
Tarim Wasim(4) | | | — | | | — | | | — |
John Chambers(5) | | | — | | | — | | | — |
Trac Pham(6) | | | 50,000(1) | | | 199,986 | | | 249,986 |
(1) | Messrs. Gillis and Pham elected to receive equity in lieu of all of their cash fees, which resulted in each director receiving an RSU award of 4,013 shares and 3,344 shares of Class A common stock, respectively, and Mr. Haverty elected to receive equity in lieu of $48,000 of his cash fees, which resulted in his receipt of an RSU award of 3,210 shares of Class A common stock. |
(2) | Amounts reported represent the aggregate grant date fair value of RSU awards granted to our directors during the fiscal year ended January 31, 2024 under our 2021 Plan, computed in accordance with ASC Topic 718. Amounts exclude the aggregate grant date fair value of the RSU awards granted in lieu of cash fees, as the fees have been separately reported as “Fees Earned or Paid in Cash.” The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. This amount does not reflect the actual economic value that may be realized by the non-employee director. |
(3) | The aggregate number of shares outstanding under all stock awards and options held by our non-employee directors as of January 31, 2024 are set forth in the table below: |
Name | | | Number of Shares Underlying RSUs | | | Number of Shares Underlying Options |
Neeraj Agrawal | | | 13,377 | | | — |
Edwin Gillis | | | 15,383 | | | 250,000 |
Kevin Haverty | | | 8,752 | | | — |
Yvette Kanouff | | | 13,377 | | | 300,000 |
Eileen Schloss | | | 23,639 | | | 45,000 |
Tarim Wasim(3) | | | — | | | — |
John Chambers(4) | | | — | | | 1,425,000 |
Trac Pham(5) | | | 15,049 | | | — |
(4) | Mr. Wasim elected to waive all rights to any compensation payable to him for his services as a member of our board of directors. |
(5) | Mr. Chambers resigned as a member of our board of directors effective June 14, 2023. |
(6) | Mr. Pham joined our board of directors in June 2023. Mr. Pham was appointed as our Interim Chief Operating Officer on January 4, 2024. As of such date, Mr. Pham ceased being eligible to receive additional compensation for his service as a member of our board of directors pursuant to our non-employee compensation policy. In connection with his appointment as Interim Chief Operating Officer, Mr. Pham was granted an RSU award representing a right to acquire 67,822 shares of our Class A common stock, which is not reflected in the tables above. |
Plan Category | | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(3) | | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
Equity plans approved by stockholders: | | | | | | | |||
2011 Equity Incentive Plan | | | 22,567,076(1) | | | $6.23 | | | — |
2021 Equity Incentive Plan | | | 10,739,162(2) | | | $12.85 | | | 48,622,946(4) |
2021 Employee Stock Purchase Plan | | | —(5) | | | — | | | 7,503,033(6) |
Equity plans not approved by stockholders | | | — | | | — | | | — |
Total | | | 33,306,238 | | | | | 56,125,979 |
(1) | Following the adoption of the 2021 Plan, no additional equity awards have been or will be granted under the 2011 Plan. Includes 812,000 shares of Class A common stock underlying RSU awards and PSU awards (assuming maximum performance). |
(2) | Includes 9,226,789 shares of Class A common stock underlying RSU awards. |
(3) | The weighted-average exercise price excludes any outstanding RSU or PSU awards, which have no exercise price. |
(4) | Stock options or other stock awards granted under the 2011 Plan that are forfeited, terminated, expired or repurchased become available for issuance under the 2021 Plan. The 2021 Plan provides that the total number of shares of our Class A common stock reserved for issuance thereunder will automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to 5.0% of the total number of shares of capital stock outstanding on December 31st of the preceding year; or such lesser number of shares of Class A common stock as determined by our board of directors prior to January 1st of a given year. Prior to January 1, 2024, our board of directors resolved to forego the January 1, 2024 increase in the number of shares of Class A common stock available for issuance under the 2021 Plan pursuant to this provision of the 2021 Plan. Accordingly, there was no increase in the number of shares of Class A common stock available for issuance under the 2021 Plan on January 1, 2024. |
(5) | Does not include future rights to purchase Class A common stock under our 2021 Employee Stock Purchase Plan (“ESPP”), which depend on a number of factors described in our ESPP and will not be determined until the end of the applicable purchase period. |
(6) | The ESPP provides that the total number of shares of our Class A common stock reserved for issuance thereunder will automatically increase on January 1st of each year for a period of up to ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (i) 1.0% of the total number of shares of capital stock outstanding on December 31st of the preceding year, and (ii) 15,300,000 shares of Class A common stock; or such lesser number of shares of Class A common stock as determined by our board of directors prior to January 1st of a given year. Prior to January 1, 2024, our board of directors resolved to forego the January 1, 2024 increase in the number of shares of Class A common stock available for issuance under the ESPP pursuant to this provision of the ESPP. Accordingly, there was no increase in the number of shares of Class A common stock available for issuance under the ESPP on January 1, 2024. |
| | Fiscal Year Ended January 31, | ||||
| | 2024 | | | 2023 | |
| | (in thousands) | ||||
Audit Fees(1) | | | $3,283 | | | $2,894 |
Audit-related Fees | | | — | | | — |
Tax Fees(2) | | | 127 | | | 128 |
All Other Fees | | | — | | | — |
Total Fees | | | $3,410 | | | $3,022 |
(1) | Audit fees consist of fees for audit services primarily related to the integrated audit of our annual consolidated financial statements, the review of our quarterly consolidated financial statements, consents and assistance with and review of documents filed with the SEC. |
(2) | Tax fees consist of fees for domestic (federal, state and local) and international tax return preparation services, international withholding tax advice and tax consulting services. |
• | each of our named executive officers; |
• | each of our directors; |
• | all of our executive officers and directors as a group; and |
• | each person or entity known by us to be beneficial owners of more than five percent of our Class A common stock or Class B common stock. |
| | Beneficial Ownership | |||||||||||||
| | Class A Common Stock | | | Class B Common Stock | | | % of Total Voting Power† | |||||||
Beneficial Owner | | | Number of Shares | | | % | | | Number of Shares | | | % | | ||
5% Stockholders: | | | | | | | | | | | |||||
Entities associated with Hellman & Friedman LLC(1) | | | 10,861,506 | | | 7.1 | | | 58,089,960 | | | 48.7 | | | 44.0 |
Ragy Thomas(2) | | | 688,881 | | | * | | | 59,953,366 | | | 48.1 | | | 42.9 |
Entities associated with Battery Ventures(3) | | | 11,722,353 | | | 7.6 | | | 6,710,304 | | | 5.8 | | | 6.0 |
Blackrock, Inc.(4) | | | 16,244,039 | | | 10.6 | | | — | | | — | | | 1.2 |
The Vanguard Group(5) | | | 15,248,951 | | | 9.9 | | | — | | | — | | | 1.2 |
Entities associated with Cadian Capital Management, LP(6) | | | 14,560,167 | | | 9.5 | | | — | | | — | | | 1.1 |
Directors and Named Executive Officers: | | | | | | | | | | | |||||
Ragy Thomas(2) | | | 688,881 | | | * | | | 59,953,366 | | | 48.1 | | | 42.9 |
Manish Sarin(7) | | | 60,836 | | | * | | | — | | | — | | | * |
Diane Adams(8) | | | 75,258 | | | * | | | 202,245 | | | * | | | * |
Scott Harvey | | | — | | | — | | | — | | | — | | | — |
Neeraj Agrawal(3) | | | 12,695,695 | | | 8.3 | | | 6,710,304 | | | 5.8 | | | 6.0 |
Edwin Gillis(9) | | | 56,724 | | | * | | | 250,000 | | | * | | | * |
Kevin Haverty(10) | | | 33,667 | | | * | | | — | | | — | | | * |
Yvette Kanouff(11) | | | 50,135 | | | * | | | 300,000 | | | * | | | * |
Trac Pham(12) | | | 73,239 | | | * | | | — | | | — | | | * |
Eileen Schloss(13) | | | 66,042 | | | * | | | 45,000 | | | * | | | * |
Tarim Wasim | | | — | | | — | | | — | | | — | | | — |
Paul Ohls(14) | | | 25,670 | | | * | | | 129,166 | | | * | | | * |
Pavitar Singh(15) | | | — | | | — | | | — | | | — | | | — |
All executive officers and directors as a group (14 persons)(16) | | | 13,899,573 | | | 9.0 | | | 67,524,041 | | | 53.8 | | | 48.9 |
* | Less than one percent. |
† | Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. |
(1) | Based on information provided by entities affiliated with Hellman & Friedman LLC in a Schedule 13D filed with the SEC on April 21, 2022. Consists of (a) 10,861,506 shares of Class A common stock, (b) 55,589,960 shares of Class B common stock and (c) 2,500,000 shares of Class B common stock issuable upon the exercise of a warrant, in each case, held by H&F Splash Holdings IX, L.P. (“H&F Splash Holdings IX”). H&F Splash Holdings IX GP, LLC (“GPLLC”) is the general partner of H&F Splash Holdings IX. Hellman & Friedman Capital Partners IX, L.P. (“HFCP IX”) is the controlling member of GPLLC. Hellman & Friedman Investors IX, L.P. (“H&F Investors IX”) is the general partner of HFCP IX. H&F Corporate Investors IX, Ltd. (“H&F IX”) is the general partner of H&F Investors IX. Voting and investment determinations with respect to the shares held by H&F Splash Holdings IX are made by the three-member board of directors of H&F IX, which consists of Philip U. Hammarskjold, David R. Tunnell and Allen R. Thorpe, and each of the members of the board of directors of H&F IX disclaims beneficial ownership of such shares. The address of each entity named in this footnote is c/o Hellman & Friedman LLC, 415 Mission Street, Suite 5700, San Francisco, California 94105. |
(2) | Consists of (a)(i) 185,014 shares of Class A common stock, (ii) 472,617 shares of Class A common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024, (iii) 31,250 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, (iv) 28,675,962 shares of Class B common stock, (v) 7,930,896 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024, and (vi) 3,000 shares of Class B common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, in each case, held by Mr. Thomas; (b) 8,129,863 shares of Class B common stock held by the Thomas 2014 Family Trust, of which Mr. Thomas is a trustee; (c) 13,106,677 shares of Class B common stock held by the Thomas Family 2017 Irrevocable Trust, of which Mr. Thomas is a trustee; (d) 1,996,523 shares of Class B common stock held by The Family Trust Under the RT GRAT Dtd. 11/11/19 2019, of which Mr. Thomas is a trustee; and (e) 110,445 shares of Class B common stock held by Neelu Paul, Mr. Thomas’s spouse. |
(3) | Based on information provided by entities affiliated with Battery Ventures in a Schedule 13G/A filed with the SEC on February 14, 2024, as supplemented by Forms 4 filed with the SEC on January 11, 2024 and April 5, 2024. Consists (a)(i) 89,652 shares of Class A common stock and (ii) 53,335 shares of Class B common stock held by Battery Investment Partners IX, LLC (“BIP IX”), (b)(i) 215,670 shares of Class A common stock and (ii) 119,034 shares of Class B common stock held by Battery Investment Partners Select Fund I, L.P. (“BIP Select I”), (c)(i) 9,236,367 shares of Class A common stock and (ii) 5,334,367 shares of Class B common stock held by Battery Ventures IX, L.P. (“BV IX”), (d)(i) 2,180,664 shares of Class A common stock and (ii) 1,203,568 shares of Class B common stock held by Battery Ventures Select Fund I, L.P. (“BV Select I”) and (e) with respect to Neeraj Agrawal only, (i) 958,460 shares of Class A common stock, (ii) 13,377 shares of Class A common stock issuable upon the settlement of RSUs held by Mr. Agrawal that will vest within 60 days of April 16, 2024 and (iii) 1,505 shares of Class A common stock held by the Neeraj Agrawal Revocable Trust of 2012, of which Mr. Agrawal is a trustee. The sole managing member of BIP IX is Battery Partners IX, LLC (“BP IX”). The sole general partner of BV IX is BP IX. The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC (“BP Select I GP”). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P., whose sole general partner is BP Select I GP. BPIX’s and BP Select I GP’s investment adviser is Battery Management Corp. (together with BP IX and BP Select I GP, the “Battery Companies”). The managing members and officers of the Battery Companies who share voting and dispositive power with respect to such shares are Neeraj Agrawal, Michael Brown, Morad Elhafed, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, R. David Tabors, Dharmesh Thakker and Scott Tobin. Each of the foregoing persons disclaims beneficial ownership of these shares except to the extent of his or her pecuniary interest therein. The address of each of these entities named in this footnote is One Marina Park Drive, Suite 1100, Boston, Massachusetts 02210. |
(4) | Based on information provided by Blackrock, Inc. (“Blackrock”) in a Schedule 13G/A filed with the SEC on April 5, 2024. Blackrock has sole voting power over 16,002,283 Class A shares and sole dispositive power over all such shares. The address of Blackrock is 50 Hudson Yards, New York, New York 10001. |
(5) | Based on information provided by The Vanguard Group (“Vanguard”) in a Schedule 13G/A filed with the SEC on April 10, 2024. Vanguard has shared voting power with respect to 189,881 of these shares, sole dispositive power with respect to 14,950,043 of these shares and shared dispositive power with respect to 298,908 of these shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
(6) | Based on information provided by Cadian Capital Management, LP (“CCM”), Cadian Capital Management GP, LLC (“CCM GP”) and Eric Bannasch in a Schedule 13G/A filed with the SEC on February 14, 2024. Consists of 14,560,167 shares of Class A common stock held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP (collectively, the “Advisory Clients”), advisory clients of CCM. Pursuant to Investment Management Agreements, as amended, between the Advisory Clients and CCM, CCM exercises exclusive voting and investment power over securities directly held by the Advisory Clients. CCM GP is the general partner of CCM. Eric Bannasch is the sole managing member of CCM GP. Each of CCM, CCM GP and Mr. Bannasch has shared voting and dispositive power with respect to such shares. The address of each of the person and entities named above is 535 Madison Avenue, 36th Floor, New York, New York 10022. |
(7) | Consists of (a) 5,368 shares of Class A common stock and (b) 55,468 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, in each case, held by Mr. Sarin. |
(8) | Consists of (a) 56,978 shares of Class A common stock, (b) 18,280 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, (c) 201,245 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024 and (d) 1,000 shares of Class B common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, in each case, held by Ms. Adams. |
(9) | Consists of (a) 42,344 shares of Class A common stock, (b) 14,380 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024 and (c) 250,000 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024, in each case, held by Mr. Gillis. |
(10) | Consists of (a) 25,718 shares of Class A common stock and (b) 7,949 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, held by Mr. Haverty. |
(11) | Consists of (a) 36,758 shares of Class A common stock, (b) 13,377 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024 and (c) 300,000 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024, in each case, held by Ms. Kanouff. |
(12) | Consists of (a) 36,419 shares of Class A common stock and (b) 36,820 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, in each case, held by Mr. Pham. |
(13) | Consists of (a) 42,403 shares of Class A common stock, (b) 23,639 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024 and (c) 45,000 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024, in each case, held by Ms. Schloss. |
(14) | Consists of (a) 25,670 shares of Class A common stock and (b) 129,166 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024, in each case, held by Mr. Ohls. Mr. Ohls stepped down |
(15) | Mr. Singh stepped down from the Chief Technology Officer position effective July 18, 2023, and terminated service as an employee on August 18, 2023. He is included in this table because he is a named executive officer for the year ended January 31, 2024, but he is not counted for purposes of aggregating beneficial ownership of directors and executive officers as a group. |
(16) | Consists of (a) 13,167,317 shares of Class A common stock, (b) 472,617 shares of Class A common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024, (c) 259,639 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, (d) 58,729,774 shares of Class B common stock, (e) 8,790,267 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024 and (f) 4,000 shares of Class B common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, in each case beneficially owned in the aggregate by our directors and executive officers. |
• | the amount involved exceeded or will exceed $120,000, and |
• | any of our directors, executive officers or holders of more than 5% of any class of our capital stock at the time of such transaction, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
| | By the Order of the Board of Directors | |
| | ||
| | Jacob Scott | |
| | General Counsel and Corporate Secretary |