Guidewire Software, Inc PRE 14A, filed Oct 22, 2024

Guidewire Software, Inc. (GWRE)

PRE 14A 2024-10-22 For: 2024-10-22

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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


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o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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			9
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm			16
Audit Committee Report			18
Proposal Three: Advisory Vote on Compensation of Named Executive Officers			19
Proposal Four: Guidewire Software, Inc. 2024 Employee Stock Purchase Plan			20
Information About the Board and Corporate Governance			24
Meetings of the Board			24
Listening to Our Stockholders			25
Stockholder Communications with the Board			25
Code of Business Conduct and Ethics			25
Independence of the Board			25
Structure of the Board			25
Executive Sessions			26
Director Attendance at Annual Stockholder Meetings			26
Board’s Role in Risk Oversight			26
Compensation Plans Risk Assessment			26
Whistleblower Procedures			26
Committees of the Board			27
Consideration of Director Nominees			30
Succession Planning			30
Sustainability and Inclusion Matters			31
Executive Officers			34
Information Regarding Compensation of Directors and Executive Officers			36
Director Compensation			36
Stock Ownership Guidelines			38


Compensation Committee Interlocks and Insider Participation			38
Compensation Committee Report			39
Compensation Discussion and Analysis			40
Executive Compensation Philosophy and Objectives			40
Compensation Program Design			41
Compensation-Setting Process			41
Executive Compensation Program Elements			45
Executive Agreements and Termination of Employment Arrangements			51
Other Compensation Policies			52
Tax and Accounting Considerations			54
Summary Compensation Table			56
Grants of Plan-Based Awards			57
Outstanding Equity Awards at Fiscal 2024 Year End			58
Options Exercises and Stock Vested During Fiscal Year 2024			60
Post-Employment Compensation			61
Potential Payments Upon Termination or Change In Control			62
CEO Pay Ratio			64
Pay Versus Performance			65
Equity Compensation Plan Information			70
Ownership of Guidewire Software, Inc. Common Stock			71
Certain Relationships and Related Party Transactions			73
Transactions with Our Executive Officers and Directors			73
Policies and Procedures for Related Party Transactions			74
Additional Information			75
Appendix A: Non-GAAP Financial Measures Information			A-1
Appendix B: Proposed 2024 Employee Stock Purchase Plan			B-1


				Committees
Name(1)	Age	Director Since	Independent	Audit	Compensation	Nominating and Corporate Governance	Risk	Business Opportunities

Michael C. Keller Chairman	64	2019
Mike Rosenbaum Chief Executive Officer	53	2019
Mark V. Anquillare(2)	58	2024
David S. Bauer	64	2022
Margaret Dillon	65	2019
Paul Lavin	62	2014
Catherine P. Lego	68	2019
Rajani Ramanathan	57	2021
Marcus S. Ryu(3)(4) Co-Founder and Former Chairman	51	2001


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 Approval of the Guidewire Software, Inc. 2024 Employee Stock Purchase Plan			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.


Average Director Age	Average Director Tenure	Board Diversity in Gender	Board Diversity in Underrepresented Communities(10)


61 years	5 years	38% (three of eight director nominees self-identified as women)	13% (one of eight director nominees self-identified as a member of an underrepresented community)


	Fiscal Year Ended July 31,
Description of Services	2023 ($)	2024 ($)

Audit Fees(1)	2,928,006	2,930,724
Audit-Related Fees(2)	—	137,700
Tax Fees(3)	207,555	256,838
All Other Fees	—	—
Total	3,135,561	3,325,262



“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.”


Table of Contents			Information About the Board of Directors and Corporate Governance


Audit Committee		The Audit Committee met eight times in fiscal year 2024. 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 activities; •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 disclosures regarding key sustainability matters 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 as well as the internal audit charter.
	Catherine P. Lego (Chair) Margaret Dillon Paul Lavin


Compensation Committee		The Compensation Committee met five times in fiscal year 2024. The Board 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 and (2) “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 and other incentive-based compensation plans; •Reviewing an annual discussion and analysis on executive compensation for inclusion in our annual report on Form 10-K and in our 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 sustainability matters, including those for inclusion in our annual proxy statement and on our website; •Overseeing engagement with stockholders and proxy advisory firms on executive compensation matters; •Reviewing compliance by the Company’s directors and senior executives, including executive officers, with any applicable stock ownership guidelines established by the Board; •Overseeing the application of the Company’s policy for recoupment of incentive compensation; •Evaluating the impact of sustainability matters on executive officer and employee performance and associated compensation arrangements; •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 inclusion; and •Annually reviewing and evaluating its performance and periodically reviewing the adequacy of its charter.
	Paul Lavin (Chair) David S. Bauer Michael C. Keller Rajani Ramanathan


Nominating and Corporate Governance Committee		The NCG Committee met four times in fiscal year 2024. 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 sustainability 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 2024. 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 we have taken to detect, monitor and actively manage such exposures; and our 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 our 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 Michael C. Keller


Business Opportunities Committee		The Business Opportunities Committee (the “BOC”) did not meet in fiscal year 2024. The Board approved the reconstitution of the BOC in March 2024, effective as of July 1, 2024. Pursuant to its charter, the BOC 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 business opportunity strategies with the Company’s management; •Reviewing the Company’s venture investment strategies; •Reviewing the Company’s choice of investment advisors and advisor strategies; •Recommending applicable binding and nonbinding business opportunity agreements to the Board, as outlined in the BOC’s charter; and •Periodically reviewing the BOC’s charter and its process, and recommending any proposed changes to the Board.
	David S. Bauer (Chair) Michael C. Keller Paul Lavin Catherine P. Lego


Chairperson						Member


Name	Age	Position(s)

Mike Rosenbaum	53	Chief Executive Officer
John Mullen	51	President
Jeff Cooper	48	Chief Financial Officer
Winston King	53	Chief Administrative Officer, General Counsel, and Secretary


			John Mullen Age: 51 President						John Mullen has served as our President since February 2022, and served as our Chief Revenue Officer from February 2022 through September 2024. 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 at Capgemini from 2003 to January 2022 including CEO of the North America, America Business Unit, and Corporate Vice President in the Financial Services Global Practice where he served as the Global Insurance Business Unit Leader. He began his career at Accenture from 1995 to 2003. Mr. Mullen holds a B.A. from the University of Dayton and an M.A. from the University of Tulsa.



			Jeff Cooper Age: 48 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 us, Mr. Cooper served as Chief Financial Officer of GoodData, a privately held 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.


			Winston King Age: 53 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, D.C. office. Mr. King holds an A.B. in Economics from Duke University and a J.D. from Vanderbilt University School of Law.


Position(1)		Annual Cash Retainer ($)(2)	Equity Compensation ($)(3)

Board Membership		50,000	Initial grant of restricted stock units ("RSUs") with a value of $225,000 (pro-rated) and annual grant of RSUs with a value of $225,000
Position		Additional Annual Cash Retainer ($)	Additional Equity Compensation ($)

Chairman of the Board		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	—
Business Opportunities Committee(4)	Chair	5,000	—
	Non-Chair Member	2,500	—


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)

Michael C. Keller(3)	125,179	239,810	364,989
David Bauer(3)	70,220	239,810	310,030
Margaret Dillon(3)	72,301	239,810	312,111
Paul Lavin(3)	105,927	239,810	345,737
Catherine P. Lego(3)	79,986	239,810	319,796
Rajani Ramanathan(3)	79,780	239,810	319,590
Marcus Ryu(3)(4)	80,632	239,810	320,442


Name			Positions Held with the Company

Mike Rosenbaum			Chief Executive Officer
John Mullen			President
Jeff Cooper			Chief Financial Officer
Winston King			Chief Administrative Officer, General Counsel, and Secretary
Priscilla Hung*			Former President and Chief Operating Officer


What We Heard During Our 2024 Outreach			Actions Taken and Actions Under Consideration


Continued alignment between the Company’s performance and certain equity awards granted to the management team, particularly for long-term incentives			For fiscal year 2024, the Compensation Committee approved changes to our Performance-Vesting RSUs program, which it maintained for fiscal year 2025. Attainment of these awards is determined measuring a three-year average of annual measurements of ARR and non-GAAP operating income, which includes stock-based compensation expense. These awards will cliff vest at the end of the three-year performance period. The Compensation Committee implemented an additional additive performance-based modifier tied to these awards for our CEO and President which is based on the achievement of two conditions (i) at or above target performance for the FY24 and FY25 performance-based RSUs, and (ii) significant stock-price milestones, as described below, for FY24, in this proxy statement under “Performance-Vesting RSUs for Messrs. Rosenbaum and Mullen.” The modifier increases the upside leverage of the annual performance-based RSU program to 250%. We believe that these changes promote longer-term retention for our most senior leadership team and incentivize long-term value creation for the Company.


Balancing stockholder dilution with proper use of equity incentives for Company employees			In fiscal year 2024, we undertook a comprehensive review of our long-term incentive programs, to ensure equity awards were being granted to those employees for whom they provided the most appreciated incentives. As part of that program, we changed the way some long-term incentives were granted in the employee base, particularly emphasizing short-term cash remuneration over long-term incentives in our fiscal year 2025 compensation refresh cycle. We have additionally continued with our MyChoice LTI Plan, whereby employees in professional or managerial roles (excluding senior executives such as our NEOs) can choose to receive their annual refresh long-term incentive 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). For fiscal years 2023 and 2024, cash elections under the MyChoice LTI Plan effectively reduced dilution by approximately 430,000 shares of our common stock. We believe these changes and options ensure the vast majority of our employees are being compensated in a way that most aligns with their desires, while also protecting against unnecessary dilution. We would also like for all employees who value participating in the growth of our equity to be able to do so, and are asking shareholders to approve an ESPP program at the 2024 Annual Meeting. This program would enable the Company to offer a current market-competitive, broad-based stock purchase plan to eligible employees of the Company and its subsidiaries and affiliates on a global basis. If approved, the ESPP will allow continued ownership participation even for those who no longer receive equity grants. We also previously undertook to address dilutions concerns with the approval of a share repurchase program. On September 22, 2022, our Board approved the program pursuant to which we may purchase up to $400 million of our outstanding shares of common stock. As of July 31, 2024, $138.2 million remained available for future share repurchases.


Continued commitment to robust corporate governance practices			We continue to reinforce our commitment to strong corporate governance through an engaged Board, which, as of the date of the proxy statement, consists of eight out of nine independent members, with the sole non-independent member being Mike Rosenbaum, our CEO. The roles of CEO and Chairman are separated, with Michael C. Keller serving as our independent Chairman following his appointment on March 14, 2024. This separation provides the right foundation to pursue strategic and operational objectives while maintaining effective oversight. Our Board also conducts an annual self-evaluation of the Board and its committees to ensure ongoing effectiveness. The Board and management are involved in regular, on-going succession planning for director and management positions, focusing on the skills and development needed to be effective in serving the Company in the respective roles. As part of that process, we welcomed Mark V. Anquillare to the Board effective September 23, 2024. Mr. Anquillare brings significant business management experience and a strong background in the insurance industry to our Board, having served as president, chief operating officer, and chief financial officer at Verisk Analytics.


Named Executive Officer	Fiscal Year 2023 Base Salary ($)	Fiscal Year 2024 Base Salary* ($)	Increase (%)

Mike Rosenbaum	750,000	750,000	—
John Mullen	500,000	500,000	—
Jeff Cooper	400,000	400,000	—
Winston King	390,000	397,500	2
Priscilla Hung**	425,000	425,000	—


Named Executive Officer	Fiscal Year 2023 Target Bonus Opportunity (% of Base Salary)	Fiscal Year 2024 Target Bonus Opportunity (% of Base Salary)

Mike Rosenbaum	100	100
John Mullen	100	100
Jeff Cooper	75	75
Winston King	75	75
Priscilla Hung*	75	N/A


Named Executive Officer	Fiscal Year 2024 Target Bonus Opportunity (% of Base Salary)	Company Performance Factor (%)	Cash Bonus ($)

Mike Rosenbaum	100	122	915,000
John Mullen	100	122	610,000
Jeff Cooper	75	122	366,000
Winston King	75	122	363,700
Priscilla Hung*	N/A	122	—


	Modifier Percentage (%)	CAGR (%)	Target Share Price ($)

Threshold	25	+15	133.08
Target	50	+20	151.20
Maximum	100	+25	170.90


Named Executive Officer	% Achieved of Target	Performance Vesting RSUs Paid Out

Mike Rosenbaum	99%	17,443
John Mullen	—	—
Jeff Cooper	99%	7,675
Winston King	99%	4,652
Priscilla Hung	99%	9,303


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

Mike Rosenbaum	52,150	52,150	9,594,557
John Mullen	31,869	31,869	5,863,259
Jeff Cooper	27,813	27,813	5,117,036
Winston King	14,486	14,486	2,665,134
Priscilla Hung*	—	—	—


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

Mike Rosenbaum Chief Executive Officer	2024	750,000	—	9,594,557	915,000	5,881	11,265,438
	2023	750,000	—	7,851,062	943,500	5,930	9,550,492
	2022	750,000	—	8,474,034	855,000	5,944	10,084,978
John Mullen President	2024	500,000	—	5,863,259	610,000	5,881	6,979,140
	2023	500,000	—	3,175,326	629,000	5,930	4,310,256
	2022	246,474	750,000	10,150,676	—	5,465	11,152,615
Jeff Cooper Chief Financial Officer	2024	400,000	—	5,117,036	366,000	5,707	5,888,743
	2023	400,000	—	3,628,981	377,400	5,748	4,412,129
	2022	397,833	—	3,720,580	329,084	5,752	4,453,249
Winston King Chief Administrative Officer, General Counsel, and Secretary	2024	397,500	—	2,665,134	363,700	5,699	3,432,033
	2023	390,000	—	1,814,491	367,965	5,729	2,578,185
	2022	383,333	—	2,254,904	311,065	5,713	2,955,015
Priscilla Hung Former President and Chief Operating Officer(3)	2024	425,000	—	—	—	5,750	430,750
	2023	425,000	—	3,628,981	400,988	5,793	4,460,762
	2022	421,667	—	4,509,808	360,518	5,792	5,297,785


		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)	9/13/2023				26,075	52,150	130,375		4,797,279
Time-Vesting RSUs(4)	9/13/2023							52,150	4,797,279
John Mullen
Annual Bonus Opportunity		250,000	500,000	750,000
Performance-Vesting RSUs(3)	9/13/2023				15,935	31,869	79,673		2,931,629
Time-Vesting RSUs(4)	9/13/2023							31,869	2.931,629
Jeff Cooper
Annual Bonus Opportunity		150,000	300,000	450,000
Performance-Vesting RSUs(3)	9/13/2023				13,907	27,813	41,720		2,558,518
Time-Vesting RSUs(4)	9/13/2023							27,813	2,558,518
Winston King
Annual Bonus Opportunity		149,063	298,125	447,188
Performance-Vesting RSUs(3)	9/13/2023				7,243	14,486	21,729		1,332,567
Time-Vesting RSUs(4)	9/13/2023							14,486	1,332,567
Priscilla Hung
Annual Bonus Opportunity		159,375	318,750	478,125


						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 ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)	Market Value of Shares or Units of Stock that Have Not Vested(1) ($)	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(1) ($)

Mike Rosenbaum	9/10/2020 (2)	—	—	—	—	1,902	285,433	—	—
	9/15/2021 (2)	—	—	—	—	11,012	1,652,571	—	—
	9/15/2021 (3)	—	—	—	—	23,492	3,525,444	—	—
	9/15/2022 (2)	—	—	—	—	33,507	5,028,395	—	—
	9/15/2022 (4)	—	—	—	—	20,214	3,033,515	29,785	4,469,835
	9/13/2023 (2)	—	—	—	—	42,372	6,358,766	—	—
	9/13/2023 (5)(6)	—	—	—	—	—	—	52,150	7,826,151
John Mullen	3/15/2022 (7)	—	—	—	—	52,278	7,845,359	—	—
	9/15/2022 (2)	—	—	—	—	13,552	2,033,749	—	—
	9/15/2022 (4)	—	—	—	—	8,174	1,226,672	12,047	1,807,893
	9/13/2023 (2)	—	—	—	—	25,894	3,885,913	—	—
	9/13/2023 (5)(6)	—	—	—	—	—	—	31,869	4,782,581
Jeff Cooper	9/9/2020 (2)	—	—	—	—	313	46,972	—	—
	9/14/2021(2)	—	—	—	—	4,846	727,239	—	—
	9/14/2021 (3)	—	—	—	—	10,337	1,551,274	—	—
	9/15/2022 (2)	—	—	—	—	15,488	2,324,284	—	—
	9/15/2022 (4)	—	—	—	—	9,344	1,402,254	13,768	2,066,164
	9/13/2023 (2)	—	—	—	—	22,599	3,391,432	—	—
	9/13/2023 (6)	—	—	—	—	—	—	27,813	4,173,897


	Options Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)(2)	Value Realized on Vesting ($)(3)

Mike Rosenbaum	—	—	86,985	8,714,986
John Mullen	—	—	45,957	4,971,887
Jeff Cooper	—	—	35,935	3,741,651
Winston King	42	1,670	21,981	2,210,481
Priscilla Hung	—	—	35,529	3,509,571


Name	Benefit	Termination without Cause Not in Connection with a Change in Control ($)		Change in Control, No Termination of Employment, and No Assumption ($)		Involuntary Termination in Connection with a Change in Control ($)

Mike Rosenbaum	Cash Severance	1,500,000	(1)	—		2,250,000	(2)
	Equity Acceleration	—		20,051,603	(3)	35,712,758	(8)
	Health Benefits	26,055	(4)	—		39,082	(5)
	Total	1,526,055		20,051,603		38,001,840
John Mullen	Cash Severance	500,000	(6)	—		1,000,000	(7)
	Equity Acceleration		(9)	14,991,693	(3)	23,638,576	(8)
	Health Benefits	26,055	(4)	—		26,055	(4)
	Total	526,055		14,991,693		24,664,631
Jeff Cooper	Cash Severance	400,000	(6)	—		700,000	(7)
	Equity Acceleration	—		9,516,989	(3)	15,757,050	(8)
	Health Benefits	18,829	(4)	—		18,829	(4)
	Total	418,829		9,516,989		16,475,879
Winston King	Cash Severance	400,000	(6)	—		700,000	(7)
	Equity Acceleration	—		5,139,597	(3)	8,346,593	(8)
	Health Benefits	25,783	(4)	—		25,783	(4)
	Total	425,783		5,139,597		9,072,376
Priscilla Hung	Cash Severance	425,000	(6)	—		425,000	(7)
	Equity Acceleration	—		6,718,484	(3)	8,784,648	(8)
	Health Benefits	18,494	(4)	—		18,494	(4)
	Total	443,494		6,718,484		9,228,142


					Value of Initial Fixed $100 Investment Based on:(4)
Fiscal Year	Summary Compensation Table Total for CEO ($)(1)	Compensation Actually Paid to CEO ($)(2)	Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)	Average Compensation Actually Paid to Non-CEO NEOs ($)(2)	Company Total Stockholder Return	Peer Group Total Stockholder Return(5)	Net Income (Loss) (in thousands)	Annual Recurring Revenue (in millions)(6)

2024	11,265,438	23,190,434	4,182,667	9,526,790	127.55	135.95	(4,700)	864
2023	9,550,492	11,214,092	3,940,333	4,859,553	72.09	123.74	(111,855)	761
2022	10,084,978	2,928,935	6,354,350	3,092,856	66.05	104.47	(180,431)	683
2021	8,234,834	7,315,842	3,007,199	2,810,775	97.91	147.98	(66,507)	575