Guidewire Software, Inc PRE 14A, filed Oct 28, 2022

Guidewire Software, Inc. (GWRE)

PRE 14A 2022-10-28 For: 2022-10-28

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x			Preliminary Proxy Statement

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o			Definitive Proxy Statement

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Proxy Summary			i
General Information			1
Questions and Answers About the Annual Meeting, the Proxy Materials and Voting Your Shares			1
Proposal One: Election of Directors			8
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm			15
Audit Committee Report			16
Proposal Three: Non-Binding, Advisory Vote on Compensation of Named Executive Officers			17
Proposal Four: Amendment and Restatement of Our Certificate of Incorporation to Permit Stockholders Holding 20% of Our Outstanding Common Stock to Call Special Meetings			18
Proposal Five: Amendment and Restatement of Our Certificate of Incorporation to Permit the Exculpation of Officers			20
Proposal Six: Amendment and Restatement of the Guidewire Software, Inc. 2020 Stock Plan ("Stock Plan")			21
Information About the Board and Corporate Governance			29
Meetings of the Board			29
Stockholder Communications with the Board			30
Code of Business Conduct and Ethics			30
Independence of the Board			30
Structure of the Board			30
Executive Sessions			31
Director Attendance at Annual Stockholder Meetings			31
Board’s Role in Risk Oversight			31
Compensation Plans Risk Assessment			31
Whistleblower Procedures			32
Committees of the Board			33
Consideration of Director Nominees			35
Corporate Sustainability and Environmental, Social, and Governance Matters			36
Executive Officers			39
Information Regarding Compensation of Directors and Executive Officers			41


Director Compensation Table			41
Stock Ownership Guidelines			42
Compensation Committee Interlocks and Insider Participation			43
Compensation Committee Report			44
Compensation Discussion and Analysis			45
Executive Compensation Philosophy and Objectives			45
Compensation Program Design			46
Compensation-Setting Process			46
Executive Compensation Program Elements			50
Executive Agreements and Termination of Employment Arrangements			56
Other Compensation Policies			57
Tax and Accounting Considerations			58
Summary Compensation Table			60
Grants of Plan-Based Awards			62
Outstanding Equity Awards at Fiscal Year End			64
Options Exercises and Stock Vested During Fiscal Year 2022			66
Post-Employment Compensation			66
Potential Payments Upon Termination or Change In Control			68
CEO Pay Ratio			69
Ownership of Guidewire Software, Inc. Common Stock			70
Certain Relationships and Related Party Transactions			73
Transactions with Our Executive Officers and Directors			73
Policies and Procedures for Related Party Transactions			73
Delayed Section 16(a) Reports			74
Additional Information			75
Appendix A : Non-GAAP Financial Measures			A-1
Appendix B: Proposed Amended and Restated Certificate of Incorporation			B-1
Appendix C: Proposed Amended and Restated Certificate of Incorporation			C-1
Appendix D: Proposed Amended and Restated 2020 Stock Plan			D-1


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 will consider whether to accept or reject such director's resignation, which is tendered to our Board 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 permit stockholders holding 20% of our outstanding common stock to call special meetings			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 Five Amendment and restatement of our certificate of incorporation to permit the exculpation of 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 Six Amendment and restatement of the Guidewire Software, Inc. 2020 Stock Plan			To be approved by our stockholders, a majority of the shares represented and entitled to vote at the annual meeting 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.


Information Concerning Director Nominees The name and age as of October 24, 2022 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 24, 2022 is set forth below:
Name	Age	Positions and Offices Held with the Company	Director Since

Marcus S. Ryu	49	Chairman and Director	2001
Paul Lavin	60	Lead Independent Director	2014
Mike Rosenbaum	51	Chief Executive Officer and Director	2019
David S. Bauer	62	Director	2022
Margaret Dillon	63	Director	2019
Michael C. Keller	62	Lead Customer Advocate and Director	2019
Catherine P. Lego	66	Director	2019
Rajani Ramanathan	55	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: 49 Director Since: 2001						Marcus S. Ryu is the Chairman of our Board, a position he has held since August 2019. Mr. Ryu has served as a Partner at Battery Ventures since October 2022. 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 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 since 2001. Before Guidewire, Mr. Ryu was Vice President of Strategy at Ariba, Inc. and an Engagement Manager at McKinsey & Company. He currently serves as an advisor to multiple private technology companies and is a member of the board of directors of Checkr, Inc., a privately held company in the background check industry; BloomReach, Inc., a privately held company that offers a digital experience platform; and Bestow, a privately held company that serves the life insurance industry. He has an A.B. from Princeton University and a B.Phil. from New College, Oxford University.


									Our Board 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: 60 Director Since: 2014						Paul Lavin is our Lead Independent Director and has served on our Board 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 CVS/Aetna. Prior to joining CVS/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 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.


			David S. Bauer Age: 62 Director Since: 2022						David S. Bauer has served on our Board since October 2022. Mr. Bauer currently serves as Managing Partner and Co-Founder at Holding Ground Decision Intelligence LLC, which provides strategic technology assessment and diligence services for investment companies, boards, and executives, a position he has held since January 2020. From November 2014 to January 2020, Mr. Bauer served as Managing Partner at Sand Hill East LLP, and provided early-stage companies with go-to-market, product, security, technology, and operations advisory services. He also previously served as Chief Technology Officer at Asurion, and as Chief Information Security Officer at Morgan Stanley and Merrill Lynch. Mr. Bauer holds a B.A. and M.S. in Computer Science from Rutgers University.


									Our Board believes that Mr. Bauer is qualified to serve as a director based on his extensive and broad background in business management, including his experience in software development, information security expertise and information technology leadership, and his past service as chief information security officer at Morgan Stanley and Merrill Lynch.


			Michael C. Keller Age: 62 Director Since: 2019						Michael C. Keller has served on our Board since September 2019 and as our Lead Customer Advocate since March 2020. Mr. Keller currently serves as principal for MCK Consultants, LLC, an organization which he also owns and which focuses on technology solutions for the insurance and financial services industries. He also serves as a director of Encova Mutual Insurance Group since August 2020. 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, a mutual 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 the CERT Certificate in Cybersecurity Oversight by CMU Software Engineering Institute and the National Association of Corporate Directors. Mr. Keller is also Directorship Certified® by the National Association of Corporate Directors. Mr. Keller graduated with a B.S. in Mathematics from the University of Michigan.


									Our Board 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: 55 Director Since: 2021						Rajani Ramanathan has served on our Board 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. From June 2014 to present, 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. From July 2015 to July 2022, she chaired ESI’s Technology and Marketing Committee and since September 2022 she has chaired ESI’s Compensation Committee and their Nomination and Governance Committee. Since October 2021, she has served on the board of Hayden AI, a smart city solutions provider that developed the world's first autonomous traffic management platform. Since July 2022, Ms. Ramanathan has served on the board of Faro Technologies, a publicly traded company serving 3D Metrology, AEC (Architecture, Engineering & Construction), O&M (Facilities Operations & Maintenance), and Public Safety Analytics markets. From June 2000 to March 2014, Ms. Ramanathan served in a variety of leadership roles at Salesforce, a cloud software company, and her last position with them was as Chief Operating Officer and Executive Vice President – Technology and Products. From December 2021 to present, Ms. Ramanathan has served as Advisory Council Member, Cybersecurity Executive Education Program, California State University, Chico. Ms. Ramanathan holds a B.A. in psychology from University of Madras, India and a postgraduate diploma in sales and marketing management.


									Our Board 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.


	Fiscal Year Ended July 31,
Description of Services	2021($)	2022($)

Audit Fees(1)	2,968,273	3,154,827
Audit-Related Fees	—	—
Tax Fees(2)	228,150	205,029
All Other Fees	—	—
Total	3,196,423	3,359,856



“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.”


Share Element	2022	2021	2020

Restricted Stock Units	1,942,391	1,429,325	1,587,664
Total Awards Granted(1)	1,942,391	1,429,325	1,587,664
Weighted average common shares outstanding during the fiscal year	83,569,517	83,577,375	82,855,392
Annual Burn Rate	2.32%	1.71%	1.92%
Three-Year Average Burn Rate(2)	1.98%	N/A	N/A


	Options		Stock Awards
Name	Average Exercise Price ($)	Number of Awards (#)	Dollar Value ($)(1)	Number of Awards (#)

Mike Rosenbaum Chief Executive Officer and Director	—	—	8,474,034	70,476
Jeff Cooper Chief Financial Officer	—	—	3,720,580	31,010
John Mullen President and Chief Revenue Officer	—	—	10,150,676	119,490
Priscilla Hung President and Chief Operating Officer	—	—	4,509,808	37,588
Winston King Chief Administrative Officer, General Counsel, and Secretary	—	—	2,254,904	18,794
Frank O’Dowd Former Chief Sales Officer	—	—	3,382,476	28,192
All current executive officers, as a group	—	—	29,110,002	277,358
All current directors who are not executive officers, as a group	—	—	1,324,205	11,837
All current employees who are not executive officers, as a group	71.67	60,900	188,489,213	1,650,912


Chairperson						Member


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) (c)

Equity compensation plans approved by security holders(1):	2,870,101	61.93 (2)	3,360,659
Equity compensation plans not approved by security holders:	—	—	—
Total	2,870,101		3,360,659


Audit Committee		The Audit Committee met nine times in fiscal year 2022. The Board has determined that each of the members of the Audit Committee (1) is “independent” as defined by current NYSE listing standards and (2) meets the independence requirements of Rule 10A of the Exchange Act. Ms. Dillon and Ms. Lego each qualifies as a “financial expert” as defined by SEC rules. Pursuant to its charter, the Audit Committee is responsible for the oversight of the quality and integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, the performance of our independent registered public accounting firm, and other significant financial matters. In discharging its duties, the Audit Committee: •Has the sole authority to appoint, compensate, retain, oversee, and terminate the independent registered public accounting firm; •Reviews and approves the scope of the annual audit; •Reviews and approves the scope of internal audit; •Reviews and pre-approves the engagement of our independent registered public accounting firm to perform audit and non-audit services and related fees; •Reviews the integrity of our financial reporting process; •Reviews our financial statements, disclosures and filings with the SEC; •Reviews and approves an annual report of the Audit Committee for inclusion in this proxy statement; •Reviews disclosures from our independent registered public accounting firm regarding independence standards; •Reviews and, if appropriate, approves, related-party transactions; •Oversees procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission of concerns regarding accounting or auditing matters; •Annually reviews with management the Company’s key Environmental, Social and Governance (“ESG”) disclosures and the adequacy and effectiveness of applicable internal controls related to such disclosures; and •Annually reviews and assesses its performance and the adequacy of its charter.
	Catherine P. Lego (Chair) Margaret Dillon Paul Lavin


Compensation Committee		The Compensation Committee met five times in fiscal year 2022. The board of directors has determined that each of the members of the Compensation Committee is (1) a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act, (2) an “outside director” as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, (the “Code”) and (3) “independent” as defined by current NYSE listing standards. The Compensation Committee's specific responsibilities include the following: •Overseeing our compensation policies, plans and benefits programs generally; •Evaluating the performance of our executives; •Overseeing, evaluating the performance of and setting compensation for our executive officers; •Reviewing and approving any employment, severance, and change of control agreements with our executive officers, as well as any other compensation arrangements; •Evaluating and recommending equity grants and compensation for our directors; •Acting as administrator of our equity compensation plans; •Reviewing an annual discussion and analysis on executive compensation for inclusion in our annual proxy statement; •Overseeing all matters relating to stockholder advisory voting on executive compensation for our named executive officers (“say-on-pay”), the frequency of such voting, and stockholder advisory voting regarding change of control or “golden parachute” payments; •Retaining or obtaining the advice of compensation consultants, legal counsel, and/or other advisers on compensation arrangements; •Reviewing and approving the peer group of companies used to inform the Company's evaluation of compensation for its CEO, other executive officers, and directors; •Reviewing any risks arising from our compensation philosophy and practices applicable to all employees that are reasonably likely to have a material adverse effect on the Company; •Reviewing and discussing with management the Company’s compensation initiatives, policies, practices, reporting and disclosures with respect to ESG matters, including those for inclusion in our annual proxy statement and on our website; •Evaluating the impact of ESG matters on executive officer and employee performance; •Reviewing and discussing with management the Company’s human capital management activities, including the Company’s disclosure of such activities in its public filings and reports, which activities include, among other things, matters relating to talent management and development, talent acquisition, employee engagement and diversity, equity, and inclusion; and •Annually reviewing and evaluating its performance and periodically reviewing the adequacy of its charter.
	Michael C. Keller (Chair) David S. Bauer Andrew Brown Rajani Ramanathan


Nominating and Corporate Governance Committee		The NCG Committee met four times in fiscal year 2022. The Board has determined that each of the members of the NCG Committee is “independent” as defined under current NYSE listing standards. Pursuant to its charter, the NCG Committee is responsible for, among other things: •Making recommendations to our Board regarding nominees to the Board proposed for election by our stockholders as well as individuals to be considered to fill any vacancies that may occur on the Board; •Evaluating and recommending to our Board any revisions to our corporate governance guidelines; •Establishing criteria for membership on the Board and its committees, including criteria as to director independence; •Overseeing the process for evaluating the performance of our Board and its committees; •Evaluating the current composition, organization, and governance of our Board and its committees, determining future requirements and making recommendations to our Board for approval; •Reviewing conflicts of interest policies; •Oversight of the Company’s ESG efforts; and •Annually reviewing and evaluating its performance, including compliance with its charter.
	Margaret Dillon (Chair) Paul Lavin Catherine P. Lego


Risk Committee		The Risk Committee met four times in fiscal year 2022. Pursuant to its charter, the Risk Committee may meet as often as may be deemed necessary or appropriate, in its judgment, in order to fulfill its responsibilities, including, among other things: •Reviewing key risk exposures, including risks related to operations, business continuity, information security, and data management and privacy; the steps the Company has taken to detect, monitor and actively manage such exposures; and the Company’s risk assessment and risk management policies relating to such exposures; •Reviewing and discussing with management the tone and culture within the Company regarding such key risks; •Reviewing management actions on significant compliance matters related to such key risks and the Company’s compliance with applicable laws and regulations related to such key risks; and •Reviewing reports on selected key risk topics as the Risk Committee deems appropriate.
	Rajani Ramanathan (Chair) David S. Bauer Andrew Brown Michael C. Keller


Name	Age	Position(s)

Mike Rosenbaum	51	Chief Executive Officer and Director
Jeff Cooper	46	Chief Financial Officer
Priscilla Hung	55	President and Chief Operating Officer
John Mullen	50	President and Chief Revenue Officer
Winston King	51	Chief Administrative Officer, General Counsel, and Secretary
Frank O'Dowd*	54	Former Chief Sales Officer



			Jeff Cooper Age: 46 Chief Financial Officer						Jeff Cooper has served as our Chief Financial Officer (“CFO”) 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: 55 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 has served on the board of directors of Veeva Systems Inc. since January 2022, Ethos since August 2020, and Vonage since October 2019. Ms. Hung had served as a member of the board of directors of Vonage Holdings Corp., which was a publicly traded cloud communications provider until it was acquired by Ericsson in July 2022. 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.


			John Mullen Age: 50 President and Chief Revenue Officer						John Mullen has served as our President and Chief Revenue Officer since February 2022. Mr. Mullen leads Guidewire’s Global Sales, Delivery Services, and Customer Success organizations. Prior to joining Guidewire, Mr. Mullen held a variety of leadership positions with Capgemini for 14 years including CEO of the North America, America Business Unit, and as Corporate Vice President in the Financial Services Global Practice where he served as the Global Insurance Business Unit Leader. He began his career with eight years at Accenture. Mr. Mullen is an accomplished senior executive with more than 25 years of experience in driving high-growth teams to shape and deliver industry transformation. He earned a bachelor’s degree from the University of Dayton and his masters degree from the University of Tulsa.


			Winston King Age: 51 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.


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

Board 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		50,000	—
Lead Independent Director		50,000	—
Lead Customer Advocate		30,000	—
Audit Committee	Chair	25,000	—
	Non-Chair Member	12,500	—
Compensation Committee	Chair	20,000	—
	Non-Chair Member	10,000	—
Nominating and Corporate Governance Committee	Chair	10,000	—
	Non-Chair Member	5,000	—
Risk Committee	Chair	20,000	—
	Non-Chair Member	10,000	—


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

Marcus Ryu(2)	99,961	189,172	289,133
Paul Lavin(3)	117,474	189,172	306,646
Andrew Brown(4)	78,926	189,172	268,098
Margaret Dillon(5)	72,511	189,172	261,683
Michael C. Keller(6)	112,043	189,172	301,215
Catherine P. Lego(7)	79,969	189,172	269,141
Rajani Ramanathan(8)	69,333	189,172	258,505


Name			Positions Held with the Company

Mike Rosenbaum			Chief Executive Officer and Director
Jeff Cooper			Chief Financial Officer
John Mullen			President and Chief Revenue Officer
Priscilla Hung			President and Chief Operating Officer
Winston King			Chief Administrative Officer, General Counsel, and Secretary
Frank O’Dowd			Former Chief Sales Officer


What We Heard During Our 2022 Outreach			What We Did in Response


Concerns expressed by our stockholders regarding the following:			As a result of these stockholder discussions and through the Compensation Committee’s regular annual review process, the Committee determined to take the following actions to address the stockholder concerns:

Stockholder dilution due to the Company’s practice of granting equity awards across all levels of employees			On September 22, 2022, our Board approved a share repurchase program pursuant to which the Company may purchase up to $400 million of our outstanding shares of common stock, and on September 28, 2022, we entered into an accelerated share repurchase agreement (“ASR”) with Morgan Stanley & Co. LLC to repurchase, as part of the $400 million share repurchase program, an aggregate of $200 million of the Company’s outstanding shares of our common stock. Under the terms of the ASR, the Company has already received an aggregate initial share delivery of 2,581,478 shares, and the remainder, if any, is anticipated to be delivered upon the final settlement of the ASR in the third quarter of fiscal year 2023. In addition, beginning in fiscal year 2023, we implemented an equity choice program (entitled the MyChoice LTI Plan), whereby employees in professional or managerial roles (excluding senior executives such as our NEOs) who started prior to May 1, 2022 can choose to receive their annual refresh award entirely in the form of cash, entirely in form of RSUs, or in a mix of both (i.e., 50% in the form of RSUs and 50% in the form of cash). Whether an employee chooses RSUs, cash, or a mix of both, the award will generally vest quarterly over four years, subject to continued employment through each applicable vesting date. In order to receive RSUs, awards must be greater than $10,000. As a consequence, for employees choosing a 50% RSU/50% cash split, the relevant award must have a value of $20,000 or greater. For fiscal year 2023, 26% of participating employees opted to receive cash instead of RSUs, which reduced annual dilution by approximately 250,000 shares of our common stock.

Enhance ESG and DEI efforts and reporting			We continue to prioritize corporate sustainability, social responsibility, and diversity, equity and inclusion, and have continued to reinforce our commitment to ESG and DEI matters in fiscal year 2022 and fiscal year 2023. As a result, we have included ESG as a performance goal in our Bonus Plan. In addition, we have engaged in various ESG and DEI initiatives and have tasked certain Board committees to oversee such areas, as described above in this proxy statement under “Corporate Sustainability and Environmental, Social and Governance Matters.” We have also published our first annual ESG and DEI reports, which are not incorporated herein by reference. We expect to continue to enhance our disclosure on ESG and DEI efforts on an ongoing basis in response to stockholder feedback.


Named Executive Officer	Fiscal Year 2021 Base Salary ($)	Fiscal Year 2022 Base Salary* ($)	Increase (%)

Mike Rosenbaum	750,000	750,000	—
Jeff Cooper	387,000	400,000	3.4
John Mullen	—	500,000(1)	N/A
Priscilla Hung	405,000	425,000	4.9
Winston King	350,000	390,000	11.4
Frank O’Dowd	425,000	425,000	—


Named Executive Officer	Fiscal Year 2021 Target Bonus/Commission Opportunity (% of Base Salary)	Fiscal Year 2022 Target Bonus/Commission Opportunity (% of Base Salary)

Mike Rosenbaum	100	100
Jeff Cooper	60	75
John Mullen (1)	—	100
Priscilla Hung	75	75
Winston King	50	75
Frank O’Dowd (2)	122	122


Named Executive Officer	Fiscal Year 2022 Target Bonus Opportunity (% of Base Salary)	Company Performance Factor (%)	Cash Bonus ($)

Mike Rosenbaum	100	114	855,000
Jeff Cooper	75	114	329,084
John Mullen (1)	100	114	250,000
Priscilla Hung	75	114	360,518
Winston King	75	114	311,065
Frank O’Dowd (2)	122	N/A	—


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

Mike Rosenbaum	35,238	35,238	$8,474,034
Jeff Cooper	15,505	15,505	$3,720,580
John Mullen	119,490	—	$10,150,676
Priscilla Hung	18,794	18,794	$4,509,808
Frank O'Dowd	14,096	14,096	$3,382,476
Winston King	9,397	9,397	$2,254,904


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

Mike Rosenbaum Chief Executive Officer and Director	2022	750,000	—		8,474,034	855,000	5,944	10,084,978
	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 Chief Financial Officer	2022	397,833	—		3,720,580	329,084	5,752	4,453,249
	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
John Mullen(3) President and Chief Revenue Officer	2022	246,474	750,000	(4)	10,150,676	—	5,465	11,152,615
Priscilla Hung President and Chief Operating Officer	2022	421,667	—		4,509,808	360,518	5,792	5,297,785
	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
Frank O'Dowd(5) Chief Sales Officer	2022	202,829	—		7,205,560	53,218	451,479	7,913,086
	2021	425,000	—		2,616,302	533,326	6,403	3,581,031
Winston King Chief Administrative Officer, General Counsel, and Secretary	2022	383,333	—		2,254,904	311,065	5,713	2,955,015
	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


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			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 ($)
Name	Grant Date(2)	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

Mike Rosenbaum
Annual Bonus Opportunity		375,000	750,000	1,125,000
Performance-Vesting RSUs(3)	9/15/2021				8,810	17,619	26,429		2,118,508
Performance-Vesting RSUs(4)	9/15/2021				8,810	17,619	26,429		2,118,509
Time-Vesting RSUs(5)	9/15/2021							35,238	4,237,017
Jeff Cooper
Annual Bonus Opportunity		150,000	300,000	450,000
Performance-Vesting RSUs(3)	9/14/2021				3,876	7,752	11,628		930,085
Performance-Vesting RSUs(4)	9/14/2021				3,877	7,753	11,630		930,205
Time-Vesting RSUs(5)	9/14/2021							15,505	1,860,290
John Mullen
Annual Bonus Opportunity(6)		250,000	500,000	750,000
Time-Vesting RSUs(5)	3/15/2022							119,490	10,150,676
Priscilla Hung
Annual Bonus Opportunity		159,375	318,750	478,125
Performance-Vesting RSUs(3)	9/14/2021				4,699	9,397	14,096		1,127,452
Performance-Vesting RSUs(4)	9/14/2021				4,699	9,397	14,096		1,127,452
Time-Vesting RSUs(5)	9/14/2021							18,794	2,254,904
Frank O'Dowd
Annual Bonus Opportunity		129,750	259,500	389,250
Annual Commission Opportunity		—	259,500	—
Performance-Vesting RSUs(3)	9/14/2021				3,524	7,048	10,572		845,619
Performance-Vesting RSUs(4)	9/14/2021				3,524	7,048	10,572		845,619
Time-Vesting RSUs(5)	9/14/2021							14,096	1,691,238