Guidewire Software, Inc PRE 14A, filed Oct 21, 2021

Guidewire Software, Inc. (GWRE)

PRE 14A 2021-10-21 For: 2021-10-20

View Original

Added on October 16, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


x			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:


Proxy Summary			1
General Information			3
Questions and Answers About the Annual Meeting, the Proxy Materials and Voting Your Shares			3
Proposal One: Election of Directors			10
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm			16
Audit Committee Report			17
Proposal Three: Non-Binding, Advisory Vote on Compensation of Named Executive Officers			18
Proposal Four: Amendment and Restatement of our Certificate of Incorporation to Remove the Supermajority Voting Provision Therein			19
Information About the Board of Directors and Corporate Governance			21
Meetings of the Board of Directors			21
Listening to Our Stockholders			21
Stockholder Communications with the Board of Directors			22
Code of Business Conduct and Ethics			22
Independence of the Board of Directors			22
Structure of the Board of Directors			22
Executive Sessions			23
Director Attendance at Annual Stockholder Meetings			23
Board’s Role in Risk Oversight			23
Compensation Plans Risk Assessment			23
Whistleblower Procedures			24
Committees of the Board of Directors			24
Consideration of Director Nominees			26
Corporate Sustainability and Environmental, Social, and Governance Matters			27
Executive Officers			30
Information Regarding Compensation of Directors and Executive Officers			32


			Director Compensation			33
			Stock Ownership Guidelines			33
			Compensation Committee Interlocks and Insider Participation			33
			Compensation Committee Report			34
			Compensation Discussion and Analysis			35
			Executive Compensation Philosophy and Objectives			35
			Compensation Program Design			35
			Compensation-Setting Process			36
			Executive Compensation Program Elements			39
			Executive Agreements and Termination of Employment Arrangements			45
			Other Compensation Policies			46
			Tax and Accounting Considerations			47
			Summary Compensation Table			48
			Grants of Plan-Based Awards			49
			Outstanding Equity Awards at Fiscal Year End			50
			Options Exercises and Stock Vested at Fiscal Year End			53
			Post-Employment Compensation			53
			Potential Payments Upon Termination or Change In Control			54
			CEO Pay Ratio			55
			Equity Compensation Plan Information			56
			Ownership of Guidewire Software, Inc. Common Stock			58
			Certain Relationships and Related Party Transactions			60
			Transactions with Our Executive Officers and Directors			60
			Policies and Procedures for Related Party Transactions			60
			Additional Information			61
			Annex A: Proposed Amended and Restated Certificate of Incorporation			62


Proposal One Election of directors			Each director must be elected by a majority of the votes cast; meaning that each director must receive more “FOR” votes (among votes properly cast at the annual meeting or by proxy) than “AGAINST” votes. Abstentions and broker non-votes will not affect the outcome of the vote. If the votes cast for any nominee do not exceed the votes cast against the nominee, our board of directors will consider whether to accept or reject such director's resignation, which is tendered to our board of directors pursuant to our amended and restated bylaws and corporate governance guidelines.

Proposal Two Ratification of appointment of independent registered public accounting firm			To be approved by our stockholders, a majority of the shares represented at the annual meeting and entitled to vote on the subject matter must vote “FOR” this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “AGAINST” this proposal. Broker non-votes are not considered entitled to vote and, thus, will have no effect on the outcome of the vote.
Proposal Three Non-binding advisory vote to approve the compensation of the Company's named executive officers			To be approved by our stockholders, a majority of the shares represented at the annual meeting and entitled to vote on the subject matter must vote “FOR” this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “AGAINST” this proposal. Broker non-votes are not considered entitled to vote and, thus, will have no effect on the outcome of the vote.
Proposal Four Amendment and restatement of our certificate of incorporation to remove the supermajority voting provision therein			To be approved by our stockholders, the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors must vote “FOR” this proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” this proposal.


Information Concerning Director Nominees The name and age as of October 19, 2021 of the nominee for director, his or her position with us, the year in which he or she first became a director, and certain biographical information as of October 19, 2021 is set forth below:
Name	Age	Positions and Offices Held with the Company	Director Since

Marcus S. Ryu	48	Chairman and Director	2001
Paul Lavin	59	Lead Independent Director	2014
Mike Rosenbaum	50	Chief Executive Officer and Director	2019
Andrew Brown	58	Director	2013
Margaret Dillon	62	Director	2019
Michael Keller	61	Lead Customer Advocate and Director	2019
Catherine P. Lego	65	Director	2019
Rajani Ramanathan	54	Director	2021

Our board believes that directors who provide a significant breadth of experience, knowledge, and abilities in areas relevant to our business, while also representing a diversity of perspectives, contribute to a well-balanced and effective board.


			Marcus S. Ryu Age: 48 Director Since: 2001						Marcus S. Ryu is the Chairman of our board of directors, a position he has held since August 2019. From 2010 to August 2019, Mr. Ryu was Guidewire’s President and CEO and had overall responsibility for our operations and strategic direction. Since co-founding the Company in 2001, he has held a variety of roles for the Company, including securing key customer relationships, communicating our value proposition, defining our product strategy, and has managed the engineering, sales, services, and strategy departments. He has served on our board of directors since 2001. Before Guidewire, Mr. Ryu was Vice President of Strategy at Ariba, Inc. and an Engagement Manager at McKinsey & Company. He currently serves on the board of directors of BloomReach, Inc, Checkr, Inc., and Clearwater Analytics Holdings, Inc. From June 2018 to December 2020, he served on the board of Cornerstone OnDemand, Inc., a publicly traded platform provider for building application networks. He has an A.B. from Princeton University and a B.Phil. from New College, Oxford University.


									Our board of directors believes that Mr. Ryu is qualified to serve as a director based on his experience as co-founder and former CEO of Guidewire and his extensive service across a broad spectrum of Guidewire functions, including strategy, business development, operations, engineering, and marketing.


			Paul Lavin Age: 59 Director Since: 2014						Paul Lavin is our Lead Independent Director and has served on our board of directors since 2014. Mr. Lavin is the President and Chief Executive Officer of American Health Holding, Inc. where he joined the company in 2008. Since 2017, he has served as Executive Director of First Health Network. Both are leading health insurance-related companies and subsidiaries of Aetna, Prior to joining Aetna, Mr. Lavin was a Managing Director at KPMG Consulting/Bearingpoint, where his focus was on financial services, primarily insurance. Mr. Lavin was formerly a Senior Vice President at Prudential, an executive at Alexander & Alexander, a Principal at Mercer Management Consulting, and an auditor at Price Waterhouse, where he was a CPA. He holds both a B.S. in Economics and an M.B.A. from the University of Pennsylvania's Wharton School of Business.


									Our board of directors believes that Mr. Lavin is qualified to serve as a director based on his executive leadership roles and broad expertise in the industry, including as a systems integrator in the consulting and insurance industries.


			Michael Keller Age: 61 Director Since: 2019						Michael Keller has served on our board of directors since September 2019. Mr. Keller currently serves as a consultant for MCK Consultants, LLC, an organization which he also owns and serves as its principal, which focuses on technology solutions for the insurance and financial services industries. He is also a member of the board of directors of Encova Insurance. Since March 2020, Mr. Keller has also served as our Lead Customer Advocate. From June 2001 to June 2018, Mr. Keller served as the Executive Vice President and Chief Information Officer at Nationwide Insurance and Financial Services, an insurance and financial services company. From January 1998 to May 2001, Mr. Keller served as Chief Technology Officer at JPMorgan Chase & Co. (Formerly Bank One), a commercial banking and financial services company. Mr. Keller holds a B.S. in Mathematics from the University of Michigan.


									Our board of directors believes that Mr. Keller is qualified to serve as a director based on his extensive and broad background in business management, including his experience as chief information officer and chief technology officer of Fortune 500 companies, and his property and casualty insurance industry experience.


			Rajani Ramanathan Age: 54 Director Since: 2021						Rajani Ramanathan has served on our board of directors since June 2021. Ms. Ramanathan currently serves as an advisor and director to several private technology companies in the AI, VR, Blockchain, and connected (IoT) technology space. In addition, since June 2014, Ms. Ramanathan has served as a member of the board of directors of ESI Group, a French publicly traded company providing virtual prototyping software solutions and services, and she chairs their Technology and Marketing committee. From June 2000 to March 2014, Ms. Ramanathan served in a variety of leadership roles at Salesforce, a cloud software company, most recently as its Chief Operating Officer and Executive Vice President – Technology and Products. Ms. Ramanathan holds a bachelor’s degree in psychology from University of Madras, India and a postgraduate diploma in sales and marketing management.


									Our board of directors believes that Ms. Ramanathan is qualified to serve as a director based on her extensive and broad background in cloud software operations and business management and her service on the boards of several public companies in the technology sector.


									Proposal Two
									Ratification of Appointment of Independent Registered Public Accounting Firm Recommendation On the recommendation of our audit committee of the board of directors (the “Audit Committee”), our board of directors has appointed KPMG LLP (“KPMG”), independent public accountants, to audit our financial statements for the fiscal year ending July 31, 2022. We are submitting this selection to our stockholders for ratification. Although we are not required to seek stockholder approval for this appointment, we believe it is sound corporate practice to do so. Representatives from KPMG will attend the annual meeting to respond to any appropriate questions and will have the opportunity to make a statement, if they so desire. If the stockholders do not ratify the appointment of KPMG, the Audit Committee will reconsider the appointment. In the vote on the ratification of the selection of KPMG as our independent registered public accounting firm, stockholders may: •Vote in favor of ratification; •Vote against ratification; or •Abstain from voting on ratification.
			The Board of Directors recommends a vote "FOR" the ratification of KPMG as our independent registered public accounting firm for the fiscal year ending July 31, 2022.


	Fiscal Year Ended July 31,
Description of Services	2020 ($)	2021 ($)

Audit Fees(1)	3,128,753	2,968,273
Tax Fees(2)	300,049	228,150
Total	3,428,802	3,196,423


(1)			Relates to (i) the audit of our annual financial statements and internal controls, (ii) the review of the financial statements included in our quarterly reports, and (iii) statutory audits required by non-U.S. jurisdictions.
(2)			Relates primarily to the research and development credit studies and international tax compliance and consulting services.



“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”


Name	Age	Position(s)

Mike Rosenbaum	50	Chief Executive Officer
Jeff Cooper	45	Chief Financial Officer
Priscilla Hung	54	President and Chief Operating Officer
James Winston King	50	Chief Administrative Officer, General Counsel and Secretary
Michael Polelle	57	Chief Delivery Officer
Frank O'Dowd	54	Chief Sales Officer


Chairperson -						Member -


			Jeff Cooper Age: 45 Chief Financial Officer						Jeff Cooper has served as our Chief Financial Officer since June 2020. Mr. Cooper had previously served as interim Chief Financial Officer since March 5, 2020 and, prior to that, served as the Company’s Vice President of Finance since 2017. Prior to joining the Company, Mr. Cooper served as Chief Financial Officer of GoodData, a cloud-based data and analytics platform company, from 2016 to 2017. From 2013 to 2016, Mr. Cooper served as Vice President, Finance for Rally Software, a publicly traded cloud-based application lifecycle management software company. Prior to that, Mr. Cooper was a Vice President focusing on the software industry in the investment banking division of Deutsche Bank Securities. Mr. Cooper holds a B.A. in Political Science from Princeton University and an M.B.A. degree from the London Business School.


			Priscilla Hung Age: 54 President and Chief Operating Officer						Priscilla Hung has served as our President since June 2020 and Chief Operating Officer since June 2017. She also served as our Chief Administrative Officer from September 2014 to June 2017, our Senior Vice President of Operations & Corporate Development from September 2012 to September 2014, our Vice President of Operations from 2010 to 2012, and our Vice President of Corporate Development & Alliances from 2005 to 2010. Ms. Hung is currently a member of the board of directors of Vonage Holdings Corp., a publicly traded cloud communications provider. Prior to joining Guidewire, from 2000 to 2005, Ms. Hung held several management positions at Ariba Inc., including the Director of Operations and Director of Global Channels and Alliances. Ms. Hung holds an M.Eng. Degree in Industrial Engineering and Operations Research from Cornell University.


			Winston King Age: 50 Chief Administrative Officer, General Counsel and Secretary						Winston King has served as our General Counsel and Secretary since January 2013 and has served as our Chief Administrative Officer since June 2018. Before joining Guidewire, Mr. King worked at Infogroup, Inc., a multinational data, marketing services and research firm, from 2007 to 2012, where he most recently was EVP, General Counsel and Secretary. Prior to that, Mr. King practiced with the WilmerHale law firm in its Washington, DC office. Mr. King holds an A.B. in Economics from Duke University and a J.D. from Vanderbilt University School of Law.


			Michael Polelle Age: 57 Chief Delivery Officer						Michael Polelle has served as our Chief Delivery Officer since March 2015. He also served as our Chief Customer Officer from April 2014 to March 2015. Prior to joining Guidewire, Mr. Polelle was Senior Vice President for Americas Services for JDA, a leading supplier of enterprise supply chain systems, from May 2010 to April 2014. Prior to that, Mr. Polelle served as Vice President of North American Services for both Manugistics, a supplier of resource planning and supply chain software, from March 2000 to May 2005, and QAD, an Enterprise Resource Planning software provider, from May 2005 to May 2010. He holds a B.S. in Applied Math, Engineering, and Physics from the University of Wisconsin and an M.B.A. in Operations Management from the University of Minnesota.


			Frank O'Dowd Age: 54 Chief Sales Officer						Frank O'Dowd has served as our Chief Sales Officer since August 1, 2020. From September 1998 to June 2020, Mr. O’Dowd served in various roles at Oracle Corporation, a cloud-based applications, infrastructure, and database management company, where he was most recently the Group Vice President, North America. Mr. O’Dowd has a B.A. in Economics from Louisiana State University and an M.B.A. from University of Miami.


Position		Annual Cash Retainer ($)(1)	Equity Compensation ($)(2)

Board of Directors Membership		50,000	Initial grant of restricted stock units ("RSUs") with a value of $200,000 (pro-rated) and annual grant of RSUs with a value of $200,000
Position		Additional Annual Cash Retainer ($)	Additional Equity Compensation ($)

Chairman of the Board of Directors		50,000	None
Lead Independent Director		50,000	None
Lead Customer Advocate		30,000	None
Audit Committee	Chair	25,000	None
	Non-Chair Member	12,500	None
Compensation Committee	Chair	20,000	None
	Non-Chair Member	10,000	None
Nominating and Corporate Governance Committee	Chair	10,000	None
	Non-Chair Member	5,000	None
Risk Committee	Chair	25,000	None
	Non-Chair Member	7,500	None


(1)			The annual cash retainers are payable in quarterly installments, pro-rated based on number of days served.
(2)			The RSU grants vest on the one-year anniversary of the grant date. However, if the non-employee director's service ends at the next annual meeting of stockholders and such meeting occurs before the one-year anniversary of the grant date, the RSU shall be fully vested on the date of such annual meeting.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)

Marcus Ryu(2)	99,986	233,735	333,721
Paul Lavin(3)	129,663	233,735	363,398
Andrew Brown(4)	84,122	233,735	317,857
Margaret Dillon(5)	68,209	233,735	301,944
Michael Keller(6)	115,199	233,735	348,934
Catherine P. Lego(7)	79,988	233,735	313,723
Rajani Ramanathan(8)	9,643	100,486	110,129


(1)			The amounts shown reflect the aggregate grant date fair value of RSUs granted during fiscal year 2021, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Compensation--Stock Compensation (“Topic 718”). These amounts do not represent the actual amounts paid to or realized by the non-employee directors during fiscal year 2021. Pursuant to SEC rules, these amounts exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 9 of the Consolidated Financial Statements in our 2021 Annual Report on Form 10-K regarding assumptions underlying valuation of equity awards.
(2)			As of July 31, 2021, Mr. Ryu held 34,443 RSUs.
(3)			As of July 31, 2021, Mr. Lavin held 1,848 RSUs.
(4)			As of July 31, 2021, Mr. Brown held options to purchase 4,308 shares of our common stock and 1,848 RSUs.
(5)			As of July 31, 2021, Ms. Dillon held 1,848 RSUs.
(6)			As of July 31, 2021, Mr. Keller held 1,848 RSUs.
(7)			As of July 31, 2021, Ms. Lego held 1,848 RSUs.
(8)			As of July 31, 2021, Ms. Ramanathan held 943 RSUs.


Name			Positions Held with the Company

Mike Rosenbaum			Chief Executive Officer (our “CEO”)
Jeff Cooper			Chief Financial Officers (our “CFO”)
Priscilla Hung			President and Chief Operating Officer
Winston King			Chief Administrative Officer and General Counsel
Frank O’Dowd			Chief Sales Officer


Named Executive Officer	Fiscal Year 2020 Base Salary ($)	Fiscal Year 2021 Base Salary* ($)	Increase ($)

Mike Rosenbaum	750,000	750,000	—
Jeff Cooper	387,000	387,000	—
Priscilla Hung	405,000	405,000	—
Winston King	350,000	350,000	—
Frank O'Dowd	425,000	425,000	—


Named Executive Officer	Fiscal Year 2020 Target Bonus/Commission Opportunity (% of Base Salary)	Fiscal Year 2021 Target Bonus/Commission Opportunity (% of Base Salary)

Mike Rosenbaum	100	100
Jeff Cooper	60	60
Priscilla Hung	75	75
Winston King	50	50
Frank O'Dowd	N/A*	122


Named Executive Officer	Fiscal Year 2021 Target Bonus Opportunity (% of Base Salary)	Company Performance Factor (%)	Cash Bonus ($)

Mike Rosenbaum	100	113.5	851,250
Jeff Cooper	60	113.5	263,547
Priscilla Hung	75	113.5	344,756
Winston King	50	113.5	198,625
Frank O’Dowd	61	113.5	294,533


Named Executive Officer	Number of Time-Vesting RSUs	Target Number of Performance-Vesting RSUs	Grant Date Fair Value of RSUs

Mike Rosenbaum	30,431	30,431	$6,627,872
Jeff Cooper*	5,000	5,000	$1,117,600
Priscilla Hung	15,000	15,000	$3,352,800
Frank O'Dowd	11,705	11,705	$2,616,302
Winston King	9,000	9,000	$2,011,680


Name and Principal Position	Year	Base Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(2)	Total ($)

Mike Rosenbaum(3) Chief Executive Officer	2021	750,000	6,627,872	851,250	5,712	8,234,834
	2020	744,712	18,451,891	438,750	5,359	19,640,712
Jeff Cooper(4) Chief Financial Officer	2021	387,000	1,117,600	263,547	5,592	1,773,739
	2020	314,128	3,497,459	100,261	5,359	3,917,207
Priscilla Hung President and Chief Operating Officer	2021	405,000	3,352,800	344,756	5,611	4,108,167
	2020	391,250	2,901,074	163,908	5,359	3,461,591
	2019	339,250	2,853,254	235,050	5,306	3,432,860
Frank O'Dowd(5) Chief Sales Officer	2021	425,000	2,616,302	533,326	6,403	3,581,031
Winston King Chief Administrative Officer, General Counsel, and Secretary	2021	350,000	2,011,680	198,625	5,552	2,565,857
	2020	341,250	1,670,480	99,802	5,359	2,116,891
	2019	315,000	1,834,588	186,750	5,306	2,341,644


(1)			The amounts shown reflect the aggregate grant date fair value of RSUs granted, determined in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts paid to or realized by the Named Executive Officers during the fiscal years presented. Pursuant to SEC rules, these amounts exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 9 of the Consolidated Financial Statements in our 2021 Annual Report on Form 10-K, regarding assumptions underlying valuation of equity awards for 2021, 2020 and 2019. Details regarding equity awards that are still outstanding can be found in the “Outstanding Equity Awards at Fiscal Year End” table. The aggregate grant fair value of the Performance-Vesting RSUs at the maximum level of achievement for fiscal year 2021 and fiscal year 2023 is as follows for Messrs. Rosenbaum, Cooper, O'Dowd, and King, and Ms. Hung: $4,970,849; $838,312; $1,962,059; $1,508,760; and $2,514,600, respectively.
(2)			The amounts reported in the “All Other Compensation” column consist of life insurance premiums and 401(k) matching contributions paid by the Company on behalf of each Named Executive Officer. Fiscal year 2021 amounts are comprised of $5,000 of 401(k) matching contributions for Messrs. Rosenbaum, Cooper, King, and Ms. Hung, $5,771 of 401 (k) matching contributions for Mr. O'Dowd, and the following life insurance premiums for Messrs. Rosenbaum, Cooper, King, and O'Dowd and Ms. Hung of $712; $592; $552; $632; and $611, respectively.
(3)			Mr. Rosenbaum was not a Named Executive Officer prior to fiscal year 2020.

(4)			Mr. Cooper was not a Named Executive Officer prior to fiscal year 2020.

(5)			Mr. O'Dowd was not a Named Executive Officer prior to fiscal year 2021.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date(1)	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

Mike Rosenbaum
Annual Bonus Opportunity		375,000	750,000	1,125,000
Performance-Vesting RSUs(3)	9/10/2020				7,608	15,216	22,823		1,656,968
Performance-Vesting RSUs(4)	9/10/2020				7,608	15,216	22,823		1,656,968
Time-Vesting RSUs(5)	9/10/2020							30,431	3,313,936
Jeff Cooper
Annual Bonus Opportunity		116,100	232,200	348,300
Performance-Vesting RSUs(3)	9/9/2020				1,250	2,500	3,750		279,400
Performance-Vesting RSUs(4)	9/9/2020				1,250	2,500	3,750		279,400
Time-Vesting RSUs(5)	9/9/2020							5,000	558,800
Priscilla Hung
Annual Bonus Opportunity		151,875	303,750	455,625
Performance-Vesting RSUs(3)	9/9/2020				3,750	7,500	11,250		838,200
Performance-Vesting RSUs(4)	9/9/2020				3,750	7,500	11,250		838,200
Time-Vesting RSUs(5)	9/9/2020							15,000	1,676,400
Frank O'Dowd
Annual Bonus Opportunity		129,750	259,500	389,250
Annual Commission Opportunity		—	259,500	—
Performance-Vesting RSUs(3)	9/9/2020				2,926	5,853	8,779		654,075
Performance-Vesting RSUs(4)	9/9/2020				2,926	5,853	8,779		654,075
Time-Vesting RSUs(5)	9/9/2020							11,705	1,308,151
Winston King
Annual Bonus Opportunity		87,500	175,000	262,500
Performance-Vesting RSUs(3)	9/9/2020				2,250	4,500	6,750		502,920
Performance-Vesting RSUs(4)	9/9/2020				2,250	4,500	6,750		502,920
Time-Vesting RSUs(5)	9/9/2020							9,000	1,005,840


(1)			Each grant was approved by our Compensation Committee on the grant date indicated.


(2)			The amounts shown represent the threshold, target, and maximum amount of potential cash bonus awards provided for under the Bonus Plan (and the Sales Plan for Mr. O'Dowd). The target amounts are pre-established as a fixed dollar amount. The maximum amounts represent the greatest payout that could have been made if the pre-established performance level was exceeded. Under the Bonus Plan the maximum amount payable was equal to 150% of the target amount. If the threshold amount or less was achieved, then 50% of the target amount was payable and if the target amount was achieved, then 100% of the target amount was payable. The Sales Plan for Mr. O'Dowd does not provide for a threshold amount or a limit on the maximum amount payable.
(3)			Represents awards of First Tranche Performance-Vesting RSUs granted under our 2011 Stock Plan. All First Tranche Performance-Vesting RSUs that are earned based on threshold, target or maximum attainment of certain performance conditions vest 33% on the first anniversary of the vesting commencement date of September 15, 2020 and the remaining vest in equal annual installments over the two years thereafter, subject to the executive officer's continued employment with the Company through each applicable vesting date. FY 21 Performance Conditions are based on FY 21 ARR as follows: (i) at the threshold FY 21 ARR amount, the number of First Tranche Performance-Vesting RSUs eligible to vest would equal the target number of First Tranche Performance-Vesting RSUs multiplied by 50%; (ii) at the target FY 21 ARR amount, the number of First Tranche Performance-Vesting RSUs eligible to vest would equal the target number of First Tranche Performance-Vesting RSUs multiplied by 100%; and (iii) at or above the maximum FY 21 ARR amount, the number of First Tranche Performance-Vesting RSUs eligible to vest would equal the target number of First Tranche Performance-Vesting RSUs multiplied by 150%. In addition, if the FY 21 ARR amount exceeds the applicable ceiling, then the number of First Tranche Performance-Vesting RSUs that vest would still be capped at 150% of the target number of First Tranche Performance-Vesting RSUs. In the case of First Tranche Performance-Vesting RSUs, the aggregate grant date fair value is reported for the probable outcome, which for this purpose is estimated as 100% target achievement.
(4)			Represents awards of Second Tranche Performance-Vesting RSUs granted under our 2011 Stock Plan. All Second Tranche Performance-Vesting RSUs that are earned based on threshold, target or maximum attainment of certain performance conditions cliff vest on September 15, 2023, subject to the executive officer’s continued employment with the Company through such vesting date. FY 23 Performance Conditions are based on FY 23 ARR as follows: (i) at the threshold FY 23 ARR amount, the number of Second Tranche Performance-Vesting RSUs eligible to vest would equal the target number of Second Tranche Performance-Vesting RSUs multiplied by 50%; (ii) at the target FY 23 ARR amount, the number of Second Tranche Performance-Vesting RSUs eligible to vest would equal the target number of Second Tranche Performance-Vesting RSUs multiplied by 100%; and (iii) at or above the maximum FY 23 ARR amount, the number of Second Tranche Performance-Vesting RSUs eligible to vest would equal the target number of Second Tranche Performance-Vesting RSUs multiplied by 150%. In addition, if the FY 23 ARR amount exceeds the applicable ceiling, then the number of Second Tranche Performance-Vesting RSUs that vest would still be capped at 150% of the target number of Second Tranche Performance-Vesting RSUs. In the case of Second Tranche Performance-Vesting RSUs, the aggregate grant date fair value is reported for the probable outcome, which for this purpose is estimated as 100% target achievement.
(5)			Time-Vesting RSUs granted under our 2011 Stock Plan generally vest quarterly over four years, subject to the executive officer's continued employment with the Company through each applicable vesting date.


							Stock Awards
			Option Awards				Time-Based		Performance-Based
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)	Market Value of Shares or Units of Stock that Have Not Vested(13) ($)	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(14) ($)

Mike Rosenbaum	9/6/2019	(1)					41,454	4,775,501
	9/6/2019	(2)					22,997	2,649,254		123,155
	9/6/2019	(3)							37,340	4,301,568
	9/9/2020	(4)					24,726	2,848,435
	9/9/2020	(5)					15,869	1,828,109	15,216	1,752,883
Jeff Cooper	12/5/2017	(6)					1,375	158,400
	9/12/2018	(4)					469	54,029
	9/12/2018	(7)					317	36,518
	6/12/2019	(4)					1,042	120,038
	9/6/2019	(4)					1,272	146,534
	3/10/2020	(8)					1,770	203,904
	6/9/2020	(4)					21,654	2,494,541
	9/9/2020	(4)					4,063	468,058
	9/9/2020	(5)					2,608	300,442	2,500	288,000
Priscilla Hung	9/12/2017	(4)					475	54,720
	9/12/2017	(9)					311	35,827
	9/12/2018	(4)					2,813	324,058
	9/12/2018	(7)					1,898	218,650
	6/12/2019	(4)					5,208	599,962
	9/6/2019	(4)					7,032	810,086
	9/6/2019	(2)					3,078	354,586
	9/6/2019	(3)							5,000	576,000
	3/10/2020	(8)					1,700	195,840
	9/9/2020	(4)					12,188	1,404,058
	9/9/2020	(5)					7,824	901,325	7,500	864,000
Frank O'Dowd	6/15/2020	(11)					39,371	4,535,539
	9/9/2020	(4)					9,511	1,095,667
	9/9/2020	(5)					6,104	703,181	5,853	674,266