Proxy Statement – Form DEF 14A
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INFORMATION
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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No fee required.
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Fee paid previously with preliminary materials
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Dear Fellow Stockholders,
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of
Further details regarding how to attend the virtual Annual Meeting and the business to be conducted at the meeting are described in the attached Notice of Annual Meeting and Proxy Statement.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares as soon as possible. Please refer to your proxy card or the voting instruction form you received for more information about how to vote your shares. Voting by proxy will ensure your representation at the Annual Meeting, regardless of whether you attend the meeting.
Sincerely,
Chair of the Board
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
The 2024 Annual Meeting of Stockholders of
1. |
to elect two nominees identified in the accompanying proxy statement to serve as Class III directors, as recommended by the |
2. |
to approve, on an advisory and non-bindingbasis, the compensation of |
3. |
to ratify the appointment of |
4. |
to transact other business as may properly come before the meeting or any adjournment of the meeting. |
A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten (10) days prior to
By Order of the Board of Directors,
Chief Legal Officer and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON This Notice of Annual Meeting, the accompanying proxy statement and our Annual Report on |
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PROXY STATEMENT FOR THE
2024 ANNUAL MEETING OF STOCKHOLDERS OF
The Board of Directors (the "Board") of
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CORPORATE GOVERNANCE
Board Composition
Our business and affairs are managed by or under the direction of the Board. The size of the Board is currently fixed at eight directors.
The Company's Second Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") provides that the number of directors constituting the Board may be changed only by resolution of the Board. Additionally, so long as the Apax Funds have nomination rights under the Director Nomination Agreement (each as defined and discussed below under "-Director Nomination Agreement"), the Company may not increase or decrease the number of directors constituting the Board without the prior written consent of the Apax Funds.
Our Certificate of Incorporation also provides that the Board will be divided into three classes of directors, with the classes as nearly equal in number as possible. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. Subject to the terms of the Director Nomination Agreement and any earlier death, resignation or removal in accordance with the terms of our Certificate of Incorporation, the term of office of our Class III directors will expire at this Annual Meeting, the term of office of our Class I directors will expire at our 2025 annual meeting of stockholders, and the term of office of our Class II directors will expire at our 2026 annual meeting of stockholders.
In addition, our Certificate of Incorporation provides that directors may be removed with or without cause upon the affirmative vote of stockholders representing at least a majority of the voting power of our then outstanding shares of stock entitled to vote thereon ("Voting Stock"), voting together as a single class for so long as the Apax Funds beneficially own in the aggregate (directly or indirectly) at least 40% or more of the voting power of our then outstanding shares of Voting Stock. If the Apax Funds no longer beneficially own in the aggregate (directly or indirectly) 40% or more of the voting power of our then outstanding shares of Voting Stock, then our directors may only be removed for cause and only upon the affirmative vote of stockholders representing at least 66 2/3% of the voting power of our then outstanding shares of Voting Stock.
The following table sets forth the name, class, age (as of
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Class | Age | Position | Director Since |
Current Term Expires |
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I | 58 | Director | 2020 | 2025 | |||||
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I | 63 | Director | 2006 | 2025 | |||||
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I | 52 | Chair of the Board | 2018 | 2025 | |||||
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II | 43 | Director | 2020 | 2026 | |||||
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II | 59 | Director | 2019 | 2026 | |||||
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II | 51 | Director | 2022 | 2026 | |||||
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III | 57 | Director | 2021 | 2024 | |||||
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III | 56 | Chief Executive Officer and Director | 2021 | 2024 |
(1) |
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Director Qualifications & Nominating Process
We believe that in order for the Board to effectively guide us to long-term sustainable, dependable performance, it should be comprised of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our stockholders, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and finance, business judgment, cybersecurity, crisis management, governance, leadership, people management, risk management, social responsibility and reputational issues, strategy and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry, such as expertise in software and technology.
Director Qualifications.
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in the context of the needs of the Board.
In the event of one or more vacancies on the Board, the
Age Limits.As it relates to age, our Corporate Governance Guidelines require that no director that has attained age 74 or older may be nominated to a new term, unless he or she is also the chief executive officer of the Company. We believe that this policy will promote director refreshment and strikes an appropriate balance between depth of experience and understanding of the Company and its operations and the need for new and fresh perspectives that younger generations will contribute to the Board.
Board Diversity.While we do not have a formal policy on diversity when considering the selection of nominees for director, we consider a combination of factors for each director, including the diverse attributes of the nominee - such as differences in background, qualifications and personal characteristics, and strive to achieve a diverse set of perspectives and experiences aligned with our company-wide diversity, equity and inclusion ("DE&I") strategy. (See the section entitled "Social - Diversity, Equity & Inclusion" under "Environmental, Social and Governance Framework," below, for further detail about the steps the Company has taken over the past fiscal year to advance its commitment to DE&I.)
The following table provides summary information about the current members of the Board who self-identify in the gender and demographic categories shown:
Board Diversity Matrix as of |
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Board Size: |
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Total Number of Directors |
8 | |||||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender |
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Part 1: Gender Identity |
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Directors |
2 | 6 | 0 | 0 | ||||||||||||
Part 2: Demographic Background |
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0 | 0 | 0 | 0 | ||||||||||||
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0 | 0 | 0 | 0 | ||||||||||||
Asian |
0 | 0 | 0 | 0 | ||||||||||||
Hispanic or Latinx |
0 | 1 | 0 | 0 | ||||||||||||
Native Hawaiian or Pacific Islander |
0 | 0 | 0 | 0 | ||||||||||||
White |
2 | 5 | 0 | 0 | ||||||||||||
Two or More Races or Ethnicities |
0 | 0 | 0 | 0 | ||||||||||||
LGBTQ+ |
0 | |||||||||||||||
Did Not Disclose Demographic Background |
0 |
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Background and Experience of our Director Nominees and Continuing Directors
Each of our director nominees and continuing directors possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our director nominees and continuing directors have the confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and social realities of the environment in which we operate, the independence and high-performance standards necessary to fulfill the Board's oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors and management.
The table below and the director biographies under the section entitled "Proposal 1 - Election of Directors" highlight the key skills and experiences that our director nominees and continuing directors have developed through education, direct experience and oversight responsibilities. We believe these collective qualities, skills, experiences and attributes are essential to the Board's ability to exercise its oversight function for
Director/Director Nominee | ||||||||||||||||
Public Company Governance |
X | X | X | X | X | X | X | |||||||||
Software Industry |
X | X | X | X | X | X | X | X | ||||||||
Executive Management |
X | X | X | X | X | X | X | X | ||||||||
International |
X | X | X | |||||||||||||
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X | X | X | X | ||||||||||||
Executive Compensation |
X | X | X | X | X | |||||||||||
Accounting/Finance |
X | X | X | X | X | |||||||||||
Marketing & Sales |
X | X | X | X | X | |||||||||||
Environmental/Sustainability |
X | X | ||||||||||||||
Technology/Cybersecurity |
X | X | X | X | X | X | X | |||||||||
Mergers and Acquisitions |
X | X | X | X | X | X |
Director Nomination Agreement
In connection with our initial public offering ("IPO"), we entered into a director nomination agreement (the "Director Nomination Agreement") with
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prohibits us from increasing or decreasing the size of the Board without the prior written consent of the Apax Funds. If Pride Aggregator is dissolved, then the rights of Pride Aggregator under the Director Nomination Agreement may be assigned by the Apax Funds to one or more associated investment funds.
Stockholder Recommendation of Director Candidates
Subject to the rights of the Apax Funds under the Director Nomination Agreement, the
In addition to satisfying the requirements under our Bylaws, in order to comply with Rule 14a-19(the universal proxy rules) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), stockholders who intend to solicit proxies in support of director nominees, other than the Company's nominees, must provide written notice that sets forth all of the information required by Rule 14a-19(b)under the Exchange Act, which notice must be postmarked or transmitted electronically to the Company Secretary at our principal executive offices no later than
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PROPOSAL 1 - ELECTION OF DIRECTORS
Based upon the recommendation of the
If elected at the Annual Meeting, the director nominees will serve for three-year terms, expiring at our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until his or her earlier death, resignation or removal.
Proxies solicited on behalf of the Board will be voted "for" the election of each of the two director nominees, unless your proxy card is marked otherwise (if you are a registered stockholder) or you have provided a different instruction to your bank or broker (if you are a beneficial or "street name" stockholder).
Vote Required
Under our Bylaws, the election of the two director nominees at the Annual Meeting requires a plurality of the votes cast by holders of our common stock present in person or represented by proxy and entitled to vote on the election of directors. In an uncontested election of directors, this means that each director nominee will be elected if he or she receives at least one "FOR" vote. Failure to vote by proxy or to vote electronically at the virtual Annual Meeting and "WITHHOLD" votes will result in a respective nominee having fewer votes but will have no effect on the outcome of the election because a plurality of the votes cast is required for the election of the director nominee. Cumulative voting is not permitted in the election of directors.
Each nominee for director has consented to stand for election and has agreed to serve if elected. We currently have no reason to believe that any of the nominees would be unable or unwilling to serve if elected. However, if before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate another individual as a substitute. If that happens, the persons named as proxies in the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the vacancy.
The Board unanimously recommends that you vote "FOR" each of the director nominees below.
Director Nominees To Serve For Three-Year Terms Expiring at the 2027 Annual Meeting
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Age 56 Director since 2021 Committees: •None |
Mr.Villarhas served as our Chief Executive Officer since |
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Skills and Qualifications: • |
•None |
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Age 43 INDEPENDENT Committees: •None |
Ms.Armstronghas served as Chief Executive Officer of |
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Skills and Qualifications: • |
•None |
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Continuing Directors Whose Terms Expire in 2025
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Age 58 Director since 2020 INDEPENDENT Committees: •Audit •Nominating and Governance |
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Skills and Qualifications: • |
•None |
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Age 63 Director since 2006 INDEPENDENT Committees: •Compensation and Benefits |
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Skills and Qualifications: • • |
•None |
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Age 52 Director since 2018 Committees: •None |
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Skills and Qualifications: • |
• Past • • |
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Continuing Directors Whose Terms Expire in 2026
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Age 43 Director since 2020 INDEPENDENT Committees: •Compensation and Benefits (Chair) •Nominating and Governance |
Ms.Burkeserved as the Chief People Officer at |
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Skills and Qualifications: • |
•None |
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Age 59 Director since 2019 INDEPENDENT Committees: •Audit (Chair) •Compensation and Benefits |
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Skills and Qualifications: • |
• • Past • • • |
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Age 51 Director since 2022 INDEPENDENT Committees: •Audit |
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Skills and Qualifications: • • |
•None |
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Independent Status
The listing rules of the Nasdaq Global Market ("NASDAQ") require that, subject to specified exceptions, such as those described below under "-Controlled Company Status," each member of a listed company's audit committee, compensation committee and nominations committee be independent and that audit committee members also satisfy the heightened independence criteria set forth in Rule 10A-3under the Exchange Act.
The Board has determined that neither
Controlled Company Status
The Apax Funds, through their control of Pride Aggregator, own a majority of our outstanding common stock. (See "Security Ownership of Certain Beneficial Owners and Management" below.) As a result, we are a "controlled company." Under NASDAQ listing rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a "controlled company" and may elect not to comply with any of the following NASDAQ corporate governance rules required of newly public companies within one year of the date of listing:
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to have a board that is composed of a majority of "independent directors", as defined under the listing rules of the NASDAQ; |
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to have a compensation committee that is composed entirely of independent directors; and |
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to have a nominations committee that is composed entirely of independent directors. |
From time to time, we may rely on certain of these exemptions. Although a majority of the Board is currently composed of independent directors, neither the
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Board Meetings and Committees
For our fiscal year ended
The current composition, duties and responsibilities of the Audit, Compensation and Benefits, and Nominating and Governance Committees are as set forth below. In the future, the Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
Board Member |
Audit Committee |
Compensation and Benefits Committee |
Nominating and Governance Committee |
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X | X | ||||
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X (Chair) | X | ||||
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X (Chair) | X | ||||
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X | X (Chair) | ||||
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X | |||||
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Audit Committee
The Audit Committee's responsibilities include:
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appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm; |
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pre-approvingaudit and permissible non-auditservices, and the terms of such services, to be provided by our independent registered public accounting firm; |
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reviewing our policies on risk assessment and risk management; |
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reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; |
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reviewing the adequacy of our internal control over financial reporting; |
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establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; |
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recommending, based upon the Audit Committee's review and discussions with management and the independent registered public accounting firm, whether our audited financial statements should be included in our Annual Report on Form 10-K; |
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monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; |
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preparing the Audit Committee report required by the rules of the |
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reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and |
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reviewing and discussing with management and our independent registered public accounting firm our earnings releases and scripts. |
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The Board has affirmatively determined that each of
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reviewing and approving the corporate goals and objectives relevant to the compensation of our Chief Executive Officer; |
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evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives, and determining and approving the compensation of our Chief Executive Officer; |
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reviewing and approving the compensation of our other executive officers; |
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administering our incentive compensation plans and any other compensation plans to which the Board has delegated authority to the |
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reviewing and approving our overall executive compensation philosophy and objectives; |
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annually reviewing, in conjunction with the Board, succession plans for our Chief Executive Officer, other executive officers and other positions deemed critical to the Company's performance; |
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reviewing our company-wide compensation and benefit practices, policies and programs to ensure they do not encourage unnecessary or excessive risk taking, and annually assessing whether any risks arising from such practices, policies and programs are reasonably likely to have a material adverse effect on the Company; |
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administering our compensation recovery ("clawback") policy; |
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monitoring compliance with stock ownership guidelines applicable to our executive officers and directors; |
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reviewing and discussing with management the Compensation Discussion & Analysis and related executive compensation disclosures included in our annual proxy statement; |
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annually reviewing and reassessing the adequacy of the |
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appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the |
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assessing the independence of any compensation consultant, legal counsel or other advisor retained by the |
The Board has adopted a written charter for the
Nominating and Governance Committee
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developing, and recommending to the |
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identifying and recommending individuals qualified to become members of the Board; |
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developing and recommending to the Board approval standards for determining whether a director is independent; |
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reviewing the size of the Board and ensuring that qualified director candidates with a diversity of gender, ethnicity and tenure are included in each pool of candidates from which nominees for director are chosen; |
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reviewing the Company's policies, programs and initiatives with respect to its Environmental, Social and Governance ("ESG") and sustainability matters, including the Company's Diversity, Equity & Inclusion Policy, and providing guidance to the Board on such matters; |
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considering candidates for director recommended by the Company's stockholders; |
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reviewing any stockholder proposals and recommending Board responses pursuant to Rule 14a-8of the Exchange Act; |
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overseeing engagement with stockholders and proxy advisory firms and reviewing proxy advisory firm policies and voting recommendations; |
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reviewing the Board's leadership structure and recommending changes to the Board as appropriate; |
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reviewing and recommending to the Board the sizes, structure and compositions of the committees of the Board; |
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renewing, proposing changes to the Board or developing, as needed, corporate governance policies; |
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reviewing and discussing with management disclosure of the Company's corporate governance practices proposed to be included in the Company's annual proxy statement; |
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reviewing emerging corporate governance trends and practices and recommending changes to the Company's corporate governance practices to the Board; |
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developing and recommending to the Board a succession plan for the chief executive officer; and |
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developing, subject to approval by the Board, a process for an annual evaluation of the Board and its committees and overseeing the conduct of this annual evaluation. |
The Board has adopted a written charter for the
Board Leadership Structure
The Board believes that the mix of experienced independent directors, as well as the director affiliated with our controlling stockholder and our Chief Executive Officer, that currently comprise the Board, together with the structure and composition of the committees of the Board, provides strong overall oversight and strategic direction for the Company.
Chair of the Board
Our Corporate Governance Guidelines provide that the offices of Chair of the Board and Chief Executive Officer may be at times combined and at times separated, giving the Board discretion in light of prevailing circumstances. Currently, the positions of Chair of the Board and Chief Executive Officer are held by separate persons. The Board believes this current leadership structure is appropriate for the Company and its stockholders as it allows our Chief Executive Officer to devote more attention to the day-to-dayleadership and performance of the Company, with the Chair's responsibility to, among other things, provide strategic guidance to our Chief Executive Officer.
The combination or separation of these offices is a matter that is considered periodically by the Board as part of the Company's succession planning process, based on all of the then-relevant facts and circumstances. Accordingly, the Board may make changes to our leadership structure in the future as it deems appropriate and in the best interests of the Company and its stockholders.
Our Bylaws provide that for so long as the Apax Funds beneficially own in the aggregate (directly or indirectly) at least 30% or more of our Voting Stock, the majority of the directors nominated or designated for nomination by the Apax Funds have the right to designate the Chair of the Board. Accordingly, based on the percentage of our Voting Stock beneficially owned by Pride Aggregator (see "Security Ownership of Certain Beneficial Owners and Management" below), which is controlled by the Apax Funds, the Apax Funds have the effective right to designate the Chair of the Board under our Bylaws.
Risk Oversight
The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps
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pandemic, the Board closely monitored the evolution of the
pandemic, including its impacts on our customers and our operations, and the long-term effects the pandemic may have on general macroeconomic conditions.
. We intend to disclose any amendments to the Code of Ethics, or any waivers by the Board of its requirements for any of our directors or executive officers, on our website to the extent required by
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Compensation Committee Interlocks and Insider Participation
None of the members of the
No interlocking relationships exist between the members of the Board or the
Communications by Stockholders with the Board
Stockholders may contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending regular mail to:
Attn: Board of Directors
c/o Chief Legal Officer and Secretary
Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE FRAMEWORK
Since our founding over 30 years ago, corporate social responsibility has been a key business tenet. We recognize the importance of ESG issues and remain committed to extending the consideration of ESG factors in connection with our business operations and investment practices.
Governance
Ethics & Compliance
Every
As required by our Whistleblower Policy, employees can confidentially and anonymously submit concerns to our third-party Associate Voice Line without fear of reprisal for any matters reported in good faith. Our third-party Associate Voice Line is managed by our internal audit department, which reports to the Audit Committee.
Our Supplier Conduct Guidelines are designed to help ensure that our partners adhere to the same high standards of integrity and ethics. In addition, many of our solutions are designed to assist clients with their compliance to certain
Our Related Party Transactions Policy requires the Audit Committee to review and approve all related party transactions. Pursuant to this policy, the Audit Committee may approve only those transactions that the Audit Committee, in its business judgment, determined are in, or are not inconsistent with, our best interests and those of our stockholders. In addition, under our Code of Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
Data Governance
Our platform is designed with security as a top consideration and employs a defense-in-depthstrategy through administrative, physical, and technical safeguards to ensure the protection, confidentiality, and integrity of our customers' data.
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Social
People are at the heart of everything we do. As we grow, our company culture is anchored in the guiding principles that led us here. We're an inclusive and flexible organization that empowers associates to live their lives and be who they are at work. We have fun and give back. We support associates with personally meaningful career paths and open, honest communication. We're a fast-paced company with an insatiable appetite to outperform and overdeliver. For four consecutive years, Energage has named
Talent Acquisition and Development
Diversity, Equity & Inclusion
DE&I is a priority at
Our DE&I strategy is guided by four pillars that outline the foundation of our action steps as they relate to the goals of the entire organization.
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Transparency in our Data |
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Equity of Pay, Hiring and Treatment of Targeted Populations |
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Purpose and Perspective |
We established enterprise-wide goals to increase the inclusion and belonging of and the number of associates and leaders from underrepresented groups and plan to continue to evolve these goals over time to improve diversity of thought across the organization. As of
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We work to create a culture that supports and embraces the rich mosaic of diversity in our associates, customers and partners. We are passionate about encouraging individuality and trust in one another for a positive work environment. We regularly review our workforce's compensation to help ensure everyone is paid equally for equal work and address any unexplained gaps. We incorporate our DE&I strategy and learning into associate onboarding and leader training, which also includes introducing anti-biased practices and education into our hiring manager compliance training, as our associates play a key role in fostering a culture of inclusion.
Additionally, our commitment to DE&I is reflected through our seven Employee Resource Groups ("ERGs"). We believe our ERGs create a community of inclusion and belonging and create a safe space for learning and dialogue around the celebrations and challenges that diverse communities face. Our ERGs are a vital part of our associate and business success. Each ERG has an executive sponsor and is supported by our DE&I team and senior leaders across the Company. This fiscal year, our DE&I team enhanced structural supports for our ERGs with succession planning of leadership and added a requirement that at least one of their objectives for the fiscal year align to
Community Giving
Giving back to the communities in which we live and work is in our DNA. We empower our associates to make a difference in a way that we believe is meaningful to them.
Environment
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EXECUTIVE OFFICERS
Below is a list of the names, ages, positions, and a brief account of the business experience of the individuals who served as executive officers of
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Age |
Position | ||
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56 | Chief Executive Officer and Director | ||
Adam Ante |
43 | Chief Financial Officer | ||
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45 | Chief Product & Technology Officer | ||
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52 | Chief Legal Officer and Secretary | ||
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54 | Chief Revenue Officer |
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Adam Antehas served as our Chief Financial Officer since |
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COMPENSATION DISCUSSION AND ANALYSIS
The purpose of this Compensation Discussion and Analysis is to provide information about the material elements of compensation that are paid, awarded to, or earned by, our named executive officers (who we collectively refer to as our "NEOs"), who consist of our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers (other than our principal executive officer and principal financial officer) who were serving as executive officers at the end of fiscal year 2024. For fiscal year 2024, our NEOs and their positions were as follows:
Named Executive Officer |
Position | |
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Chief Executive Officer ("CEO") | |
Adam Ante |
Chief Financial Officer | |
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Chief Product & Technology Officer | |
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Chief Legal Officer and Secretary | |
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Chief Revenue Officer |
Executive Summary
Highlights of Fiscal Year 2024 Financial Performance and Strategic Accomplishments
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Delivered total revenues of |
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Increased adjusted operating income**36% to |
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Generated |
In addition,
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Continued expansion of our modeHCM suite, increasing list PEPM (the amount |
• |
Launched differentiated technology that powers people and performance, such as a generative AI Analytics Digital Assistant to deliver people-focused analytics in a conversational chat interface, Pay Benchmarking to provide market salary insights for competitive compensation strategies, and Labor Forecasting to empower leaders to right-sizetheir labor costs to their operations. |
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Introduced and gained momentum in the Embedded HCM solution, tripling our indirect channel partners. |
• |
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** |
Adjusted operating income and adjusted free cash flow are financial measures. See the Appendix to this Proxy Statement for additional information and a reconciliation of (a) income (loss) from operations to adjusted operating income and (b) net cash provided by operating activities to adjusted free cash flow. |
Highlights of Fiscal Year 2024 Compensation Decisions
Our
• |
Base Salary: Increased the base salary of each of our NEOs following our |
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• |
Annual Cash Incentive Compensation: Consistent with fiscal year 2023, approved two financial performance metrics (i.e., total revenues and adjusted operating income margin) for the Company's fiscal year 2024 annual cash incentive compensation program, as well as determined to maintain the annual target performance-based cash incentive compensation opportunities for our NEOs at their fiscal year 2023 levels (as further described under the section entitled "-Annual Cash Incentive Compensation" below). |
• |
Long-Term Equity-Based Incentive Compensation: Approved long-term equity-based incentive compensation for our NEOs, granted 25% in the form of time-based stock options ("Options") and 75% in the form of time-based restricted stock units ("RSUs") (as further described under the section entitled "-Long-Term Equity-Based Incentive Compensation" below). |
Executive Compensation Practices
What We Do |
What We Do Not Do | |
•Engage an independent compensation consultant •Maintain a clawback policy that is compliant with the applicable •Align pay with performance and our stockholders' long-term interests •Include "double trigger" change-in-controlvesting provisions for equity awards granted to our executive officers •Maintain stock ownership guidelines for our executive officers |
•Allow for the hedging or pledging of our equity securities •Permit the repricing of stock options without approval by our stockholders •Provide our executive officers with any excessive perquisites or excise tax gross-ups •Utilize any compensation practices that involve excessive or unnecessary risk-taking |
Compensation Philosophy and Objectives
We have strived to create an executive compensation program that balances short-term versus long-term payments and awards, cash payments versus equity awards and fixed versus variable payments and awards in ways that we believe are most appropriate to motivate our executive officers, including our NEOs. Our executive compensation program is designed to:
• |
Attract and retain highly qualified executive officers critical to our success; |
• |
Encourage prudent risk taking and decision making, reinforcing heightened ethical standards; |
• |
Provide rewards for overall company performance, business unit performance and individual performance; and |
• |
Align financial rewards for our executive officers with the long-term results for our key stakeholders. |
Principal Components of 2024 Executive Compensation Program
Our current executive compensation program, which is established by our
• |
base salary; |
• |
annual cash incentive compensation linked to our overall performance; |
• |
grants of long-term equity-based incentive compensation, such as Options and RSUs; |
• |
other executive benefits and perquisites; and |
• |
specified post-employment compensation payments and benefits contained in employment agreements with certain of our NEOs, an executive severance plan and an executive change in control severance plan (as further described under the section entitled "-Potential Payments Upon Termination or Change in Control" below). |
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We combine these components in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives and align the interests of our NEOs with those of our stockholders. Further detail on each of these components is provided in the table below.
Compensation Elements |
Form | Objectives and Basis | ||
Base Salary | Cash |
•Designed to provide our NEOs with steady cash flow during the course of the applicable fiscal year that is not contingent on short-term variations in our corporate performance. •Considerations include, but are not limited to, each NEO's position, experience, skills, duties and responsibilities. •Our |
||
Annual Cash Incentive Compensation | Cash |
•Encourage the NEOs to focus on short-term performance goals that serve as the basis for long-term performance and stockholder value creation. •Based upon the achievement of performance metrics approved at the beginning of the fiscal year by the •Bonus amounts are determined by our •Actual payout is based on a target percentage of base salary. |
||
Long-term Equity-Based Incentive Compensation | Equity |
•Aligns the incentives of our NEOs with the interests of our stockholders and with our long-term corporate success. •Enables us to attract, motivate, retain and adequately compensate executive talent. •Provide our NEOs with a significant long-term interest in our success by rewarding the creation of stockholder value over time. •Consists of a mix of Options and RSUs, which generally vest based on continued employment over three years. |
Compensation Mix in Fiscal Year 2024
We utilize the particular elements of compensation described above because we believe that they provide a well-proportioned mix of secure compensation, retention value and at-riskcompensation, which produces short-term and long-term performance incentives and rewards. By following this approach, we provide our NEOs with a measure of security in the minimum expected level of compensation, while motivating them to focus on achieving business metrics that will produce a high level of short-term and long-term performance for the Company and long-term value creation for our NEOs and stockholders, as well as reducing the risk of recruitment of top executive talent by competitors. The mix of metrics used for our annual performance-based cash incentive compensation and long-term equity-based incentive compensation programs likewise provide an appropriate balance between short-term financial performance and long-term financial and stock performance.
For our NEOs, the mix of compensation is weighted toward at-risk/variablepay (annual cash incentive compensation and long-term equity-based incentive compensation). Maintaining this pay mix results fundamentally in a "pay-for-performance"orientation for our NEOs, which is aligned with our stated compensation philosophy of providing compensation commensurate with performance.
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The following charts reflect the target total direct compensation pay mix for our CEO and, the average for our other NEOs for fiscal year 2024.
Fiscal Year 2024 Compensation Determinations-What We Paid and Why
Base Salary
Each of our NEOs is paid a base salary commensurate with his or her position, experience, skills, duties and responsibilities. Base salary is also designed to provide our NEOs with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance. Our
With these principles in mind, base salaries are reviewed on an annual basis in the first quarter of the applicable fiscal year by our
The annualized base salaries paid to our NEOs in fiscal year 2023 and fiscal year 2024 are set forth in the chart below.
Named Executive Officer |
Fiscal Year 2023 Base Salary ($) |
Fiscal Year 2024 Base Salary ($) |
Percent Increase (%) |
|||
|
585,000 | 610,000 | 4.3 | |||
Adam Ante |
400,000 | 430,000 | 7.5 | |||
|
370,000 | 400,000 | 8.1 | |||
|
370,000 | 385,000 | 4.1 | |||
|
400,000 | 410,000 | 2.5 |
(1) |
As of |
Annual Cash Incentive Compensation
Each of our NEOs is eligible to receive performance-based annual cash incentive compensation pursuant to the Company's annual cash incentive compensation program for the applicable fiscal year, based upon the achievement of performance metrics approved at the beginning of the applicable fiscal year by our
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When determining the payout of the NEOs' annual cash bonuses, performance against each performance objective is weighted, with total revenues weighted at 75% and adjusted operating income margin weighted at 25%. If attainment of a performance objective did not meet the threshold level for that objective, no payment would be earned for that objective. Achievement of an objective at the threshold level resulted in a payout at 50% of target for that objective, and achievement at the maximum level resulted in a payout at 200% of the target for that objective. Performance between levels was extrapolated on a straight-line basis. In order to achieve the maximum level in adjusted operating income margin, the total revenues threshold level must first be met.
For fiscal year 2024, our NEOs' annual cash bonuses were determined by our
The performance objectives established by our
Performance Goal |
Weighting | Minimum Threshold |
Target Performance |
Maximum | Actual Result |
Payout Percentage |
||||||||||||||||||||||||
Total Revenues |
75 | % | $ | 640MM | $ | 674MM | $ | 708MM | $ | 655MM | 54 | % | ||||||||||||||||||
Adjusted Operating Income Margin |
25 | % | 15.5 | % | 16.3 | % | 17.1 | % | 17.1 | % | 48 | % | ||||||||||||||||||
Total Payout Percentage | 102 | % |
In
Fiscal Year 2024 Annual Base Salary ($) |
Fiscal Year 2024 (%) |
Fiscal Year 2024 Target Annual Bonus Amount ($) |
Fiscal Year 2024 Payout Percentage (%) |
Fiscal Year 2024 Actual Bonus Payout ($) |
||||||||||||||||
|
610,000 | 100 | 610,000 | 102 | 622,200 | |||||||||||||||
Adam Ante |
430,000 | 80 | 344,000 | 102 | 350,880 | |||||||||||||||
|
400,000 | 60 | 240,000 | 102 | 244,800 | |||||||||||||||
|
385,000 | 60 | 231,000 | 102 | 235,620 | |||||||||||||||
|
410,000 | 100 | 410,000 | 102 | 418,200 |
Long-Term Equity-Based Incentive Compensation
We believe that long-term equity-based incentive compensation is an important component of our executive compensation program and that providing a significant portion of our NEOs' total compensation package in equity-based compensation aligns the incentives of our NEOs with the interests of our stockholders and with our long-term corporate success. Additionally, we believe that long-term equity-based incentive compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. We believe equity awards provide our NEOs with a significant long-term interest in our success by rewarding the creation of sustainable stockholder value over time.
The Company adopted the
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Company to offer employees, advisors, consultants and non-employeedirectors of the Company and its affiliates (including the NEOs) cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and our stockholders. Under the 2021 Plan, the Company may award Options, stock appreciation rights, restricted stock awards, performance awards, other stock-based awards (which includes RSUs), or other cash-based awards.
For fiscal year 2024, we granted each of our NEOs an annual award of Options and RSUs under the 2021 Plan in
The table below sets forth the number and the target dollar value of the Options and RSUs granted to the NEOs during fiscal year 2024. The values of such Options and RSUs granted were based on personal performance and the results of our peer group and market analyses. Such analyses also assisted the
Named Executive Officer |
Number of Options (#) |
Number of RSUs (#) |
Total |
|||||||||
|
218,937 | 312,090 | 9,500,000 | |||||||||
Adam Ante |
92,184 | 131,407 | 4,000,000 | |||||||||
|
76,850 | 109,136 | 3,200,000 | |||||||||
|
46,092 | 65,704 | 2,000,000 | |||||||||
|
92,184 | 131,407 | 4,000,000 |
(1) |
The values in this column reflect the Option and RSU target amounts approved by the |
(2) |
|
Fiscal Year 2025 - Performance-Based Restricted Stock Units (PSUs)
In
The PSUs to be granted to our NEOs in fiscal year 2025 will be subject to both time-based and performance-based vesting. The PSUs will be eligible to performance-vest between 50% to 200% of the target number of PSUs granted, based on the achievement of performance goals, each as measured over a one-yearperformance period commencing on the applicable date of grant, based on the Company's revenue and net retention performance. One-thirdof the PSUs that performance-vest at the end of such one-yearperformance period will be deemed fully vested, subject to continued employment through such date, and the remaining performance-vested PSUs will be subject to continued time-vesting, with such performance-vested PSUs time-vesting quarterly over the two-yearperiod following the performance period, subject to continued employment through each such time-vesting date.
Severance and Change in Control Arrangements
We have entered into employment agreements with Messrs. Villar, Jr., Ante and Mueller, each of which provide for specified severance payments and benefits in the event of a qualifying termination of employment. Those NEOs who have not entered into an employment agreement with us (
In addition, we believe that a strong, experienced management team is essential to the best interests of the Company and our stockholders. We recognize that the possibility of a change in control of the Company could arise and that such a possibility could result in the departure or distraction of members of the management team to the detriment of the
2024 Proxy Statement 25 |
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Company and our stockholders. As such, we maintain the Executive Change in Control Severance Plan (the "Executive CiC Severance Plan"), which each of our NEOs participate in, and which provides for certain increased severance payments and benefits in the event of a qualifying termination of employment within a specified period following a "change in control" of the Company (as defined in the 2021 Plan).
The Executive Severance Plan, the Executive CiC Severance Plan and the severance payments and benefits provided under certain of the NEOs' employment agreements are further described under the section entitled "-Potential Payments Upon Termination or Change in Control" below.
Additionally, we do not provide for excise tax gross-upsto our executive officers and do not expect to do so in the future.
Retirement and Other Benefits
We provide the following benefits to our NEOs on the same basis as other eligible employees: health insurance, vacation, personal holidays and sick days, life insurance and supplemental life insurance, short-term and long-term disability; and a 401(k) plan with matching contributions. We also provide communication allowances to certain of our NEOs. In addition, the Company covers all costs (or provides reimbursements) for travel and accommodations incurred by our NEOs in connection with their attendance at Company-sponsored employee incentive trips, which amounts are disclosed in the "Summary Compensation Table" below.
We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.
Setting Our Executives' Compensation
Role of
Role of Compensation Consultant
Use of Peer Group Data
• |
Companies operating in the software and human capital management industries; |
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• |
Companies with comparable annual revenue and market capitalization; |
• |
Companies with high revenue growth; and |
• |
Companies against which we compete for executive talent |
Based on these criteria and the informed judgment of the
|
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Asana |
||||
|
||||
|
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Braze |
nCino | |||
|
At the beginning of fiscal year 2024, Compensia used this peer group to prepare an analysis for the
Other Matters Relating to Executive Compensation
Stockholder Say-on-Payand Say-on-FrequencyAdvisory Votes
At the Company's 2023 annual meeting of stockholders, the Company's stockholders approved on an advisory and non-bindingbasis, pursuant to the "say-on-frequency"vote, to hold future "say-on-pay"advisory votes on the Company's executive compensation annually. Consistent with the results of such advisory vote, the
In addition, also at the Company's 2023 annual meeting of stockholders, approximately 87% of the advisory votes cast voted to approve the compensation of our NEOs pursuant to the "say-on-pay"advisory vote.
Clawback Policy
We believe that it is in the best interests of the Company and our stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's "pay-for-performance"compensation philosophy. In
2024 Proxy Statement 27 |
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directors of the Company. The guidelines require our CEO each executive officer reporting directly to our CEO and each
director who receives compensation for his or her service on the Board to acquire and hold a number of shares of our common stock equal in value to at least the following applicable ownership thresholds:
•
|
CEO - four times the amount of his or her annual base salary
|
•
|
Other executive officers - one and a half times the amount of his or her annual base salary
|
•
|
Non-employee
directors - five times the amount of his or her annual cash retainer, exclusive of committee chair retainer fees. |
•
|
our
|
•
|
we do not take material non-public information ("MNPI") into account when determining the timing and terms of equity awards, and we have never had a practice of doing so;
|
•
|
we have never timed, and do not plan to time, the release of MNPI for the purpose of affecting the value of executive compensation; and
|
•
|
our equity award accounting complies with
Accounting for Stock-Based Compensation
" for further information. |
28
2024 Proxy Statement
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Section 162(m) Compliance
Section 162(m) of the Code limits us to a deduction for federal income tax purposes of no more than
Section 409A Considerations
Another section of the Code, Section 409A, affects the manner by which deferred compensation opportunities are offered to our employees because Section 409A requires, among other things, that "non-qualifieddeferred compensation" be structured in a manner that limits employees' abilities to accelerate or further defer certain kinds of deferred compensation. We intend to operate our existing compensation arrangements that are covered by Section 409A in accordance with the applicable rules thereunder, and we will continue to review and amend our compensation arrangements where necessary to comply with Section 409A. To the extent applicable, our compensation arrangements are structured and interpreted to comply with, or be exempt from, Section 409A and the regulations and other interpretive guidance that may be issued under Section 409A.
Accounting for Stock-Based Compensation
We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, to account for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date "fair value" of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an award recipient is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718.
Compensation Committee Report
Members of the
• |
|
• |
|
• |
|
2024 Proxy Statement 29 |
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EXECUTIVE COMPENSATION
Fiscal Year 2024 Summary Compensation Table
The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs for fiscal years 2024, 2023 and 2022.
Principal Position |
Year ($) |
Salary ($) |
Stock |
Option |
Non-equity |
All Other |
Total ($) |
|||||||||||||||||||||
|
2024 | 605,192 | 7,125,015 | 2,375,007 | 622,200 | 23,886 | 10,751,300 | |||||||||||||||||||||
2023 | 578,269 | 4,500,007 | 4,500,005 | 590,850 | 20,668 | 10,189,799 | ||||||||||||||||||||||
2022 | 550,000 | 4,035,312 | 3,437,497 | 720,500 | 29,393 | 8,772,702 | ||||||||||||||||||||||
Adam Ante, |
2024 | 424,231 | 3,000,022 | 1,000,003 | 350,880 | 15,546 | 4,790,682 | |||||||||||||||||||||
2023 | 400,000 | 1,500,022 | 1,500,006 | 323,200 | 25,542 | 3,748,770 | ||||||||||||||||||||||
2022 | 400,000 | 1,907,604 | 1,624,999 | 419,200 | 41,659 | 4,393,462 | ||||||||||||||||||||||
|
2024 | 388,173 | 2,400,021 | 800,009 | 244,800 | 29,758 | 3,862,761 | |||||||||||||||||||||
2023 | 370,000 | 1,000,015 | 1,000,014 | 224,220 | 18,834 | 2,613,083 | ||||||||||||||||||||||
2022 | - | - | - | - | - | - | ||||||||||||||||||||||
|
2024 | 382,115 | 1,500,022 | 500,001 | 235,620 | 22,232 | 2,639,990 | |||||||||||||||||||||
2023 | 364,231 | 1,000,015 | 1,000,014 | 224,220 | 26,248 | 2,614,728 | ||||||||||||||||||||||
2022 | - | - | - | - | - | - | ||||||||||||||||||||||
|
2024 | 408,007 | 3,000,022 | 1,000,003 | 418,200 | 26,034 | 4,852,266 | |||||||||||||||||||||
2023 | 400,000 | 2,000,030 | 2,000,013 | 404,000 | 26,195 | 4,830,238 | ||||||||||||||||||||||
2022 | 400,000 | 1,467,369 | 1,250,000 | 524,000 | 47,834 | 3,689,203 |
(1) |
The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to our NEOs under the 2021 Plan for the applicable fiscal year, computed in accordance with ASC 718. See Note 14, "Equity Compensation Plans" to our Consolidated Financial Statements in our Annual Report on Form 10-Kfor the fiscal year ended |
(2) |
The amounts reported in this column represent the aggregate grant date fair value of Options granted to our NEOs under the 2021 Plan for the applicable fiscal year, computed in accordance with ASC 718. See Note 14, "Equity Compensation Plans" to our Consolidated Financial Statements in our Annual Report on Form 10-Kfor the fiscal year ended |
(3) |
The amounts reported in this column represent performance-based annual cash bonuses earned by our NEOs in the applicable fiscal year and paid in the subsequent fiscal year. For further details on the annual cash bonuses earned by our NEOs in respect of fiscal year 2024, see the section above titled "2024 Compensation Determinations-What We Paid and Why-Annual Cash Incentive Compensation" and the "2024 Fiscal Year Grants of Plan-Based Awards" table below. |
(4) |
The amounts reported in this column for fiscal year 2024 are as follows: (i) for |
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2024 Grants of Plan-Based Awards Table
The following table sets forth certain information with respect to grants of plan-based awards for fiscal year 2024 with respect to our NEOs.
Estimated Future Payouts |
All Other |
All Other (#) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant |
||||||||||||||
|
Grant Date |
Approval Date |
Threshold ($) |
Target ($) |
Maximum ($) |
|||||||||||||
|
- | - | 305,000 | 610,000 | 1,220,000 | - | - | - | - | |||||||||
- | - | - | - | 218,937 | 22.83 | 2,375,007 | ||||||||||||
- | - | - | 312,090 | - | - | 7,125,015 | ||||||||||||
Adam Ante |
172,000 | 344,000 | 688,000 | - | - | - | - | |||||||||||
- | - | - | - | 92,184 | 22.83 | 1,000,003 | ||||||||||||
- | - | - | - | - | 131,407 | - | - | 3,000,022 | ||||||||||
|
- | - | 120,000 | 240,000 | 480,000 | - | - | - | - | |||||||||
- | - | - | - | 19,235 | 19.44 | 175,008 | ||||||||||||
- | - | - | 27,007 | - | - | 525,016 | ||||||||||||
- | - | - | - | 57,615 | 22.83 | 625,001 | ||||||||||||
- | - | - | 82,129 | - | - | 1,875,005 | ||||||||||||
|
- | - | 115,500 | 231,000 | 462,000 | - | - | - | - | |||||||||
- | - | - | - | 46,092 | 22.83 | 500,001 | ||||||||||||
- | - | - | 65,704 | - | - | 1,500,022 | ||||||||||||
|
- | - | 205,000 | 410,000 | 820,000 | - | - | - | - | |||||||||
- | - | - | - | 92,184 | 22.83 | 1,000,003 | ||||||||||||
- | - | - | 131,407 | - | - | 3,000,022 |
(1) |
Amounts in this column represent performance-based annual cash bonuses granted to our NEOs in respect of fiscal year 2024. For further details on these bonuses, see the section above titled "2024 Compensation Determinations-What We Paid and Why-Annual Cash Incentive Compensation". |
(2) |
Amounts in this column represent awards of RSUs granted to our NEOs under the 2021 Plan in fiscal year 2024. For further details on these grants, see the "Outstanding Equity Awards at 2024 Fiscal Year End" table below. |
(3) |
Amounts in this column represent awards of Options granted to our NEOs under the 2021 Plan in fiscal year 2024. For further details on these grants, see the "Outstanding Equity Awards at 2024 Fiscal Year End" table below. |
(4) |
Amounts in this column represent the grant date fair value of applicable awards of Options and RSUs, computed in accordance with ASC 718. |
Narrative Disclosure to 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table
Employment Agreements
We have entered into employment agreements with Messrs. Villar, Ante and Mueller. The material terms of such employment agreements are summarized below. We are not party to an employment agreement with either
Villar Employment Agreement
The Company's employment agreement with
The Villar Agreement also provides for customary restrictive covenants including confidentiality, assignment of inventions, non-competitionduring the employment term and for 18 months thereafter, and non-solicitationof customers, employees and independent contractors during the employment term and for 18 months thereafter.
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In addition,
Ante Employment Agreement
The Company's employment agreement with Mr. Ante, which was entered into effective as of
The Ante Agreement also provides for customary restrictive covenants including confidentiality, assignment of inventions, non-competitionduring the employment term and for 18 months thereafter, and non-solicitationof customers, employees and independent contractors during the employment term and for 18 months thereafter.
In addition, Mr. Ante is eligible to receive certain severance benefits under the Ante Agreement in the event of a qualifying termination of his employment as further described under the section entitled "-Potential Payments Upon Termination or Change in Control" below.
Mueller Employment Agreement
The Company's employment agreement with
The Mueller Agreement also provides for customary restrictive covenants including confidentiality, assignment of inventions, non-competitionduring the employment term and for 18 months thereafter, and non-solicitationof customers, employees and independent contractors during the employment term and for 18 months thereafter.
In addition,
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The following table sets forth, for each of our NEOs, certain information with respect to outstanding equity awards of our NEOs as of
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
|
Grant Date | Vesting Commencement Date |
Number of |
Number of Securities Underlying Unexercised Options (#) Unexcercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that have not Vested (#) |
Market |
|||||||||||||||||||||||||||
|
|
12,500 | - |
N/A |
(3) |
N/A |
(3) |
- | - | ||||||||||||||||||||||||||
|
- | 357,004 | 10,250 | 23.00 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 12,517 | 158,966 | ||||||||||||||||||||||||||||
|
- | 174,433 | 140,806 | 29.56 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 76,498 | 971,525 | ||||||||||||||||||||||||||||
|
- | - | 218,937 | 22.83 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 312,090 | 3,963,543 | ||||||||||||||||||||||||||||
Adam Ante |
|
490 | - |
N/A |
(3) |
N/A |
(3) |
- | - | ||||||||||||||||||||||||||
|
3,510 | - |
N/A |
(3) |
N/A |
(3) |
- | - | |||||||||||||||||||||||||||
|
- | 168,765 | 4,846 | 23.00 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 5,918 | 75,159 | ||||||||||||||||||||||||||||
|
- | 58,144 | 46,936 | 29.56 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 25,500 | 323,850 | ||||||||||||||||||||||||||||
|
- | - | 92,184 | 22.83 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 131,407 | 1,668,869 | ||||||||||||||||||||||||||||
|
|
2,475 | - |
N/A |
(3) |
N/A |
(3) |
- | - | ||||||||||||||||||||||||||
|
- | 82,364 | 2,796 | 23.00 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 3,414 | 43,358 | ||||||||||||||||||||||||||||
|
- | 38,763 | 31,291 | 29.56 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 17,000 | 215,900 | ||||||||||||||||||||||||||||
|
- | - | 57,615 | 22.83 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 82,129 | 1,043,038 | ||||||||||||||||||||||||||||
|
- | - | 19,235 | 19.44 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 27,007 | 342,989 | ||||||||||||||||||||||||||||
|
|
1,876 | 124 |
N/A |
(3) |
N/A |
(3) |
- | - | ||||||||||||||||||||||||||
|
- | 64,909 | 1,864 | 23.00 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 2,276 | 28,905 | ||||||||||||||||||||||||||||
|
- | 38,763 | 31,291 | 29.56 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 17,000 | 215,900 | ||||||||||||||||||||||||||||
|
- | - | 46,092 | 22.83 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 65,704 | 834,441 | ||||||||||||||||||||||||||||
|
|
6,000 | - |
N/A |
(3) |
N/A |
(3) |
- | - | ||||||||||||||||||||||||||
|
- | 129,819 | 3,728 | 23.00 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 4,552 | 57,810 | ||||||||||||||||||||||||||||
|
- | 77,526 | 62,581 | 29.56 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 34,000 | 431,800 | ||||||||||||||||||||||||||||
|
- | - | 92,184 | 22.83 | - | - | |||||||||||||||||||||||||||||
|
- | - | - | - | - | 131,407 | 1,668,869 |
(1) |
The aggregate market values reported in this column are calculated by multiplying the unvested shares by |
(2) |
These amounts represent Class |
2024 Proxy Statement 33 |
Table of Contents
distributions from Pride Aggregator after the members of Pride Aggregator have received their contributed capital and earned a specified retuof their contributed capital. Despite the fact that the Class |
(3) |
The Class |
(4) |
These amounts represent Options granted to each of our NEOs on |
(5) |
These amounts represent RSUs granted to each of our NEOs on |
(6) |
These amounts represent Options granted to each of our NEOs on |
(7) |
These amounts represent RSUs granted to each of our NEOs on |
(8) |
These amounts represent Options granted to each of our NEOs on |
(9) |
These amounts represent RSUs granted to each of our NEOs on |
(10) |
These amounts represent Options granted to |
(11) |
These amounts represent RSUs granted to |
Option Exercises and Stock Vested in the 2024 Fiscal Year
The following table sets forth certain information with respect to the vesting of stock awards and the exercise of stock options (excluding the NEOs' Class
|
Number of |
Value |
||||||
|
125,803 | 2,732,380 | ||||||
Adam Ante |
57,509 | 1,282,115 | ||||||
|
30,485 | 662,070 | ||||||
|
25,933 | 563,289 | ||||||
|
51,866 | 1,126,581 |
(1) |
Amounts in this column represent RSUs granted under the 2021 Plan that vested in fiscal year 2024, without reduction for any shares of common stock withheld to satisfy applicable tax obligations. |
(2) |
Amounts in this column represent the aggregate dollar amounts realized upon vesting, calculated by multiplying the number of shares of our common stock underlying the award by the closing market value of our common stock on the date of distribution of shares. |
342024 Proxy Statement |
Table of Contents
Potential Payments upon Termination or Change in Control
Severance Benefits under Employment Agreements
Each of the Villar Agreement, the Ante Agreement and the Mueller Agreement (collectively, the "Employment Agreements") provide that if the applicable NEO's employment is terminated by the Company other than for "cause" (and other than due to the NEO's death or "disability"), or the NEO resigns for "good reason," each as defined in the respective Employment Agreement, subject to their execution and non-revocationof a fully effective release of claims in favor of the Company and continued compliance with applicable restrictive covenants, the respective NEO is eligible to receive (i) continuation of the NEO's then-current base salary for a period of 12 months, (ii) 50% of the NEO's then-target annual bonus (payable when bonuses are otherwise paid to other senior executives of the Company), and (iii) 12 months (or such earlier date that the respective NEO becomes eligible to receive health benefits as a result of subsequent employment or service) of continued premium payments under the Company's group health plans pursuant to
Executive Severance Plan
The Company maintains the Executive Severance Plan, under which executives of the Company reporting directly to the CEO who are at the M7 Executive Career Level (other than executives who are party to an individual employment agreement) are eligible to receive severance benefits in the event of a qualifying termination. In addition to the material terms summarized below, the Executive Severance Plan subjects each NEO to customary restrictive covenants including confidentiality and non-disparagement.
The Executive Severance Plan provides that, if the NEO undergoes a "termination of employment" other than a "termination for cause" or due to "disability", each as defined under the Executive Severance Plan, and subject to the NEO's execution and non-revocationof a fully effective release of claims in favor of the Company and continued compliance with the applicable restrictive covenants as described above, the NEO is eligible to receive, in lieu of any severance entitlements under any other plan or agreement: (i) an amount in cash equal to the sum of (a) the NEO's then-current base salary times a multiple of 1.0, and (b) the NEO's then-current target annual bonus times a multiple of 0.5, payable in substantially equal installments over the six-monthperiod following such termination; and (ii) reimbursement for the cost of health insurance continuation coverage under COBRA of continued premium payments under the Company's group health plans pursuant to COBRA, at the same cost applicable to active employees of the Company for twelve months, or, if earlier, the date that the respective NEO becomes eligible to receive health benefits as a result of subsequent employment or service.
Executive Change in Control Severance Plan
The Company maintains the Executive CiC Severance Plan, under which executives of the Company reporting directly to the CEO who are at the M7 Executive Career Level (including each of the NEOs) are eligible to receive increased severance benefits in the event of a qualifying termination of his employment within the three months prior to or 12 months following a "change in control" of the Company, as defined under the 2021 Plan. In addition to the material terms summarized below, the Executive CiC Severance Plan subjects each NEO to customary restrictive covenants including confidentiality, non-disparagement,non-competitionduring the employment term and for 12 months thereafter, and non-solicitationof employees, representatives, officers or directors or customers or potential customers during the employment term and for 12 months thereafter.
The Executive CiC Severance Plan provides that, if within three months prior to or 12 months following a change in control, the NEO undergoes a "termination for good reason" or a "termination of employment" other than a "termination for cause" or due to "disability", each as defined under the Executive CiC Severance Plan, and subject to the NEO's execution and non-revocationof a fully effective release of claims in favor of the Company and continued compliance with the applicable restrictive covenants as described above, the respective NEO is eligible to receive, in lieu of any severance entitlements under the NEO's employment agreement or any other plan or agreement, (i) the cash payments described below, payable in substantially equal installments over the applicable severance period; (ii) reimbursement for the cost of health insurance continuation coverage under COBRA of continued premium payments under the Company's group health plans pursuant to COBRA, at the same cost applicable to active employees of the Company for the applicable severance period or, if earlier, the date that the respective NEO becomes eligible to receive health benefits as a result of subsequent employment or service; and (iii) to the extent the respective NEO holds unvested equity awards granted under the 2021 Plan that vest solely based on continued employment with the Company and its affiliates, any such unvested awards will accelerate and vest as of such termination date.
2024 Proxy Statement 35 |
Table of Contents
The Executive CiC Severance Plan provides for the following:
• |
For Mr. |
• |
For all other NEOs: an amount in cash equal to the sum of (a) his or her then-current base salary times a multiple of 1.0, and (b) his or her then-current target annual bonus times a multiple of 1.0, payable in substantially equal installments over the 12-monthseverance period following such termination. |
Long-Term Equity-Based Incentive Compensation
Pursuant to the applicable award agreements, the Options and RSUs granted to each NEO under the 2021 Plan accelerate and fully vest in the event of the respective NEO's termination other than for "cause" (and not due to death or "disability") on or following a "change in control," each as defined in the 2021 Plan.
In the event of an NEO's termination due to death or disability, any unvested RSUs are automatically and immediately forfeited for no consideration, and any vested Options held by the respective NEO will remain exercisable until the earlier of one year from the termination date and the Options' expiration date. In the event of an NEO's termination by the Company without cause, any vested Options held by the respective NEO will remain exercisable until the earlier of 90 days from the termination date and the Options' expiration date. In the event of a voluntary resignation by an NEO, any vested Options held by the respective NEO will remain exercisable until the earlier of 30 days from the termination date and the Options' expiration date. In the event of an NEO's termination by the Company for cause, any Options held by the respective NEO will expire, whether or not vested.
With respect to an NEO's Class
The following table provides information regarding potential payments to certain of our NEOs as of
Benefits and Payments Upon Termination(1) |
Termination without |
Termination without |
||||||||
|
||||||||||
Cash Severance Payments(4) |
915,000 | 1,525,000 | ||||||||
Accelerated Vesting of Equity Awards(5) |
- | 5,094,034 | ||||||||
COBRA Payments(6) |
17,520 | 26,279 | ||||||||
Adam Ante |
||||||||||
Cash Severance Payments(4) |
602,000 | 774,000 | ||||||||
Accelerated Vesting of Equity Awards(5) |
- | 2,067,878 | ||||||||
COBRA Payments(6) |
17,520 | 17,520 | ||||||||
|
||||||||||
Cash Severance Payments(4) |
520,000 | 640,000 | ||||||||
Accelerated Vesting of Equity Awards(5) |
- | 1,645,285 | ||||||||
COBRA Payments(6) |
16,282 | 16,282 | ||||||||
|
||||||||||
Cash Severance Payments(4) |
500,500 | 616,000 | ||||||||
Accelerated Vesting of Equity Awards(5) |
- | 1,079,246 | ||||||||
COBRA Payments(6) |
- | - |
362024 Proxy Statement |
Table of Contents
Benefits and Payments Upon Termination(1) |
Termination without |
Termination without |
||||||||
|
||||||||||
Cash Severance Payments(4) |
615,000 | 820,000 | ||||||||
Accelerated Vesting of Equity Awards(5) |
- | 2,158,479 | ||||||||
COBRA Payments(6) |
16,282 | 16,282 |
(1) |
Information in this table assumes a termination date of |
(2) |
As described above in "-Potential Payments Upon Termination or Change in Control", each of the NEOs also receive the accelerated equity award payments reported in this column in the event of the respective NEO's termination other than for "cause" (and not due to death or "disability") on or following a "change in control" (each as defined in the 2021 Plan). |
(3) |
As described above in "-Potential Payments Upon Termination or Change in Control", Messrs. Villar, Ante and Mueller also receive the cash severance and COBRA payments reported in this column in the event that the appliable NEO resigns for "good reason" (as defined in the respective Employment Agreement). |
(4) |
Represents the aggregate cash payments payable to the applicable NEO (calculated based on the base salary and target annual bonus in effect as of |
(5) |
Represents the aggregate value of the applicable NEO's accelerated equity awards payable to the NEO (excluding such NEO's Class |
(6) |
Represents the aggregate COBRA payments payable to the applicable NEO in accordance with the terms of the applicable Employment Agreement, the Executive Severance Plan or the Executive CiC Severance Plan, as applicable. |
2024 Proxy Statement 37 |
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DIRECTOR COMPENSATION
Our non-employeedirector compensation policy consists of: (i) a board retainer of
Fiscal Year 2024 Director Compensation Table
The following table presents the total compensation for each person who served as a non-employeemember of the Board during fiscal year 2024 (each director whose name appears in the table below is hereinafter referred to as a "compensation-eligible director").
|
Fees earned or |
Stock |
Total |
||||||||||
|
$ | 170,015 | $ | 235,015 | |||||||||
|
$ | 170,015 | $ | 240,015 | |||||||||
|
$ | 170,015 | $ | 247,515 | |||||||||
|
$ | 170,015 | $ | 240,015 | |||||||||
|
$ | 170,015 | $ | 227,515 | |||||||||
|
$ | 170,015 | $ | 230,015 |
(1) |
The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted to each compensation-eligible director under the 2021 Plan, computed in accordance with ASC 718. 7,447 RSUs were granted to each of Mmes. Bouck and Burke and Messrs. Collins, Corr, Miller and Rishel on |
382024 Proxy Statement |
Table of Contents
CEO PAY RATIO
As required by Item 402(u) of Regulation S-K,we are disclosing the pay ratio comparing the median of the annual total compensation of all of our employees (other than our CEO) and the annual total compensation of our CEO.
For fiscal year 2024:
• |
The annual total compensation of the median employee identified at the median of all or our employees (other than our CEO) was |
• |
The annual total compensation of our CEO was |
• |
The estimated ratio of the annual total compensation of our CEO to the median annual total compensation of all of our other employees for fiscal 2024 was approximately 107 to 1. |
To identify the median employee, we examined the compensation of all our full-time, part-time, seasonal, and temporary employees (other than our CEO) as of
To identify our median employee, we used a consistently applied compensation measure consisting of annual base salary, target annual bonus or commissions, and the grant date fair value of equity awards granted for the 12-monthperiod from
We calculated this individual's fiscal year 2024 annual total compensation using the same methodology that we use to calculate the annual total compensation for our NEOs reported in the "Summary Compensation Table" above. With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column of the "Summary Compensation Table" above.
We believe that this pay ratio is a reasonable estimate calculated in a manner consistent with
2024 Proxy Statement 39 |
Table of Contents
Year
|
Summary
Compensation Table Total for PEO (1
)
|
Compensation
Actually Paid to PEO (2
)
|
Average
Summary Compensation Table Total for Non-PEO NEOs
(3
)
|
Average
Compensation Actually Paid to Non-PEO
NEOs (4
)
|
Value of Initial Fixed
Investment Based On: |
Net Income
(Loss) Attributable to (7
)
(in 000s)
|
Total
Revenues (8)
(in 000s) |
||||||||||||||||||||||||||
Total
Shareholder Retu (5
)
|
Total Shareholder Retu (6
)
|
||||||||||||||||||||||||||||||||
2024
|
$ | 10,751,300 | $ | 3,001,241 | $ | 4,036,425 | $ | 1,481,207 | $ | 49 | $ | 113 | ($ | 58,942 | ) | $ | 654,948 | ||||||||||||||||
2023
|
$ | 10,189,799 | $ | 7,426,192 | $ | 3,451,705 | $ | 2,591,404 | $ | 91 | $ | 91 | ($ | 93,215 | ) | $ | 552,692 | ||||||||||||||||
2022
|
$ | 8,772,702 | $ | 9,764,470 | $ | 4,041,333 | $ | 5,010,089 | $ | 100 | $ | 70 | ($ | 119,638 | ) | $ | 429,387 |
(1) |
The dollar amounts reported in this column represent the amount of total compensation reported for
|
(2) |
The dollar amounts reported in this column represent the amount of "compensation actually paid" to our PEO, as computed in accordance with Item 402(v) of Regulation
S-K
for each applicable fiscal year (excluding our PEO's Class S-K,
as further described below. |
Year
|
Reported
Summary
Compensation Table Total for PEO |
Reported
Grant Date
Fair Value of Equity Awards in Summary Compensation Table (a)
|
Equity
Award
Adjustments (b)
|
Compensation
Actually Paid to PEO |
||||||||||||
2024
|
$ | 10,751,300 | $ | 9,500,022 | $ | 1,749,963 | $ | 3,001,241 | ||||||||
2023
|
$ | 10,189,799 | $ | 9,000,012 | $ | 6,236,405 | $ | 7,426,192 | ||||||||
2022
|
$ | 8,772,702 | $ | 7,472,809 | $ | 8,464,577 | $ | 9,764,470 |
(a) |
The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for each applicable fiscal year.
|
(b) |
The amounts deducted or added in calculating the equity award adjustments for each applicable fiscal year are as follows (the valuation assumptions used to calculate such amounts did not materially differ from those disclosed at the time of grant):
|
Year
|
Reported Grant
Date Fair Value of Equity Awards in Summary Compensation Table |
Year-End Fair
Value of |
Change in Fair
Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years (From Prior
Year-End
to Year-End)
|
Fair Value
as of Vesting Date of Equity Awards Granted and Vested in Covered Fiscal Year (From Prior Year-End
to Year-End)
|
Change in
Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year |
Fair Value
at End of Prior Fiscal Year of Equity Awards Granted in Prior Fiscal Years that Failed to Vest in Covered Fiscal Year |
Dollar Value of
Dividends, Dividend Equivalents or other Earnings Paid on Stock and Option Awards in Covered Fiscal Year Prior to Vesting (Not Otherwise Included in Total Compensation for Covered Fiscal Year) |
Total Equity
Award
Adjustments |
||||||||||||||||||||||||||
2024
|
$ | 9,500,022 | $ | 4,748,780 | ($ | 2,114,096 | ) | $ | 0 | ($ | 884,721 | ) | $ | 0 | $ | 0 | $ | 1,749,963 | ||||||||||||||||
2023
|
$ | 9,000,012 | $ | 6,623,053 | ($ | 431,694 | ) | $ | 0 | $ | 45,045 | $ | 0 | $ | 0 | $ | 6,236,405 | |||||||||||||||||
2022
|
$ | 7,472,809 | $ | 8,464,577 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,464,577 |
(3) |
The dollar amounts reported in this column represent the average of the amounts of total compensation reported for our
non-PEO
NEOs as a group in the "Total" column of the Summary Compensation Table for each applicable fiscal year. The names of each non-PEO
NEO included for purposes of determining such amounts for each applicable fiscal year are as follows: |
Fiscal Years 2024 and 2023
|
Fiscal Year 2022
|
|
•
Adam Ante •
Chuck Mueller •
Ryan Bergstrom •
Alice Geene |
•
Adam Ante •
Chuck Mueller |
40
2024 Proxy Statement
|
(4) |
The dollar amounts reported in this column represent the average amount of "compensation actually paid" to our
non-PEO
NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K,
for each applicable fiscal year (excluding our non-PEO
NEOs' Class non-PEO
NEO included for purposes of calculating such amounts for each applicable fiscal year are set forth above in Note 3. These "compensation actually paid" amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO
NEOs as a group during the applicable fiscal year, but rather reflect the average total amount of compensation of our non-PEO
NEOs as a group for each applicable fiscal year after certain equity award adjustments were made in accordance with the requirements of Item 402(v) of Regulation S-K,
as further described below: |
Year
|
Average
Reported
Summary Compensation Table Total for Non-PEO
NEOs |
Average
Reported Grant Date Fair Value of Equity Awards Reported in Summary Compensation Table (a)
|
Equity
Award
Adjustments (b)
|
Average
Compensation Actually Paid to Non-PEO
NEOs |
||||||||||||
2024
|
$ | 4,036,425 | $ | 3,300,026 | $ | 744,808 | $ | 1,481,207 | ||||||||
2023
|
$ | 3,451,705 | $ | 2,750,032 | $ | 1,889,731 | $ | 2,591,404 | ||||||||
2022
|
$ | 4,041,333 | $ | 3,124,986 | $ | 4,093,742 | $ | 5,010,089 |
(a) |
The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for each covered fiscal year.
|
(b) |
The amounts deducted or added in calculating the equity award adjustments for each applicable fiscal year are as follows (the valuation assumptions used to calculate such amounts did not materially differ from those disclosed at the time of grant):
|
Year
|
Reported Grant
Date Fair Value of Equity Awards in Summary Compensation Table |
Year End Fair
Value of Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year |
Change in Fair
Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years (From Prior Year-End to
Year-End)
|
Fair Value
as of Vesting Date of Equity Awards Granted and Vested in Covered Fiscal Year
(From Prior Year-End
to Year-End)
|
Change in
Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year (From Prior Year-End
to Year-End)
|
Fair Value
at End of Prior Fiscal Year of Equity Awards Granted in Prior Fiscal Years that Failed to Vest in Covered Fiscal Year |
Dollar Value of
Dividends, Dividend Equivalents or other Earnings Paid on Stock and Option Awards in Covered Fiscal Year Prior to Vesting (Not Otherwise Included in Total Compensation for Covered Fiscal Year) |
Total
Average
Equity
Award
Adjustments
|
||||||||||||||||||||||||||
2024
|
$ | 3,300,026 | $ | 1,668,701 | ($ | 649,839 | ) | $ | 0 | ($ | 274,054 | ) | $ | 0 | $ | 0 | $ | 744,808 | ||||||||||||||||
2023
|
$ | 2,750,032 | $ | 2,023,732 | ($ | 144,327 | ) | $ | 0 | $ | 10,326 | $ | 0 | $ | 0 | $ | 1,889,731 | |||||||||||||||||
2022
|
$ | 3,124,986 | $ | 3,874,957 | $ | 0 | $ | 218,785 | $ | 0 | $ | 0 | $ | 0 | $ | 4,093,742 |
(5) |
The Company TSR and the Company's Peer Group TSR reported in these columns for each applicable fiscal year is calculated based on a fixed investment of
S-K.
|
(6) |
The peer group used to determine the Company's Peer Group TSR for each applicable fiscal year is the S&P 1500 Application Software index, as used in the performance graph disclosed in our fiscal year 2024 Annual Report on Form
10-K
pursuant to Item 201(e) of Regulation S-K.
|
(7) |
The dollar amounts reported in this column represent the amount of net income (loss) attributable to
|
(8) |
While we use numerous financial and
non-financial
performance measures for the purpose of evaluating performance for our executive compensation program, we have selected Total Revenues as the financial performance measure that, in our assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by us to link "compensation actually paid" to our PEO and other NEOs, for the most recently completed fiscal year, to our performance. We derive our revenue from contractual agreements, which contain recurring and non-recurring
service fees. Recurring revenue consists primarily of revenues derived from the provision of our payroll and HR-related
cloud-based computing services, Workforce Management, Talent Management, Form 10-K for
the fiscal year ended |
2024 Proxy Statement
41
|
the Company is providing the following descriptions of the relationships between the information presented in the table above.
42
2024 Proxy Statement
|
Total Revenues
|
Revenue Growth
|
Adjusted Operating Income
|
2024 Proxy Statement
43
|
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policies for Approval of Related Party Transactions
We have adopted a policy with respect to the review, approval, and ratification of related party transactions. Under the policy, the Audit Committee is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, the Audit Committee considers the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy requires the Audit Committee to consider, among other factors it deems appropriate:
• |
the related party's relationship to us and interest in the transaction; |
• |
the material facts of the proposed transaction, including the proposed aggregate value of the transaction; |
• |
the impact on a director's independence in the event the related party is a director or an immediate family member of the director; |
• |
the benefits to us of the proposed transaction; |
• |
if applicable, the availability of other sources of comparable products or services; and |
• |
an assessment of whether the proposed transaction is on terms that are comparable to the terms available from an unrelated third party. |
The Audit Committee may only approve those transactions that are in, or are not inconsistent with, our best interests and those of our stockholders, as the Audit Committee determines in good faith.
In addition, under our Code of Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
Related Party Transactions
Other than compensation arrangements for our directors and NEOs, which are described in the section entitled "Executive Compensation", below we describe transactions since
• |
the amounts involved exceeded or will exceed |
• |
any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
Director Nomination Agreement
For a description of the Director Nomination Agreement that we are party to with Pride Aggregator, see "Corporate Governance - Director Nomination Agreement."
Registration Rights Agreement
We are party to a registration rights agreement with Pride Aggregator and the Preferred Holders (as defined therein) of
442024 Proxy Statement |
Table of Contents
other holders approved by Pride Aggregator, of the
Indemnification of Officers and Directors
We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement, and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law (the "DGCL"). Additionally, we may enter into indemnification agreements with any new directors or officers that may be broader in scope than the specific indemnification provisions contained in the DGCL.
2024 Proxy Statement 45 |
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information about the beneficial ownership of our common stock as of
• |
each person or group known to us who beneficially owns more than 5% of our common stock; |
• |
each of our directors and director nominees; |
• |
each of our NEOs; and |
• |
all of our directors, director nominees and executive officers as a group. |
Each stockholder's percentage ownership is based on 178,821,615 shares of our common stock outstanding as of
Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each stockholder identified in the table possesses sole voting and investment power over all common stock shown as beneficially owned by the stockholder. Beneficial ownership representing less than 1% is denoted with an asterisk (*). Unless otherwise disclosed in the footnotes to this table, the address of each beneficial owner listed below is c/o
|
Number of Shares Beneficially Owned |
Percentage of Shares Outstanding |
||||||
5% Stockholders |
||||||||
|
96,140,927 | 53.76 | % | |||||
Directors, Director Nominees, and Named Executive Officers |
||||||||
Adam Ante |
424,053 | (2) | * | |||||
|
- | - | ||||||
|
242,968 | (3) | * | |||||
|
20,590 | (4) | * | |||||
|
20,590 | (4) | * | |||||
|
30,590 | (4) | * | |||||
|
12,447 | (4) | * | |||||
|
179,364 | (5) | * | |||||
|
198,884 | (6) | * | |||||
|
427,537 | (7) | * | |||||
|
12,960 | (4) | * | |||||
|
941,630 | (8)(9) | * | |||||
|
- | - | ||||||
All directors, director nominees and executive officers as a group (13 individuals) |
2,511,613 | (10) | 1.39% |
(1) |
As reported on the Schedule 13G/A filed with the |
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vehicles in the fund known as "Apax IX" and is controlled by a board of directors consisting of |
(2) |
Includes 279,417 shares subject to stock options that are or may become exercisable within 60 days of |
(3) |
Includes 169,322 shares subject to stock options that are or may become exercisable within 60 days of |
(4) |
Includes 7,447 shares underlying RSUs that are scheduled to vest within 60 days of |
(5) |
Includes 8,955 shares underlying RSUs that are scheduled to vest within 60 days of |
(6) |
Includes 131,811 shares subject to stock options that are or may become exercisable within 60 days of |
(7) |
Includes 263,624 shares subject to stock options that are or may become exercisable within 60 days of |
(8) |
Includes 664,050 shares subject to stock options that are or may become exercisable within 60 days of |
(9) |
Includes 25,000 shares held by the |
(10) |
Includes an aggregate of 1,508,224 shares subject to stock options that are or may become exercisable within 60 days of |
No Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the
To our knowledge, based solely on a review of the copies of such reports furnished to us and/or written representations that no other reports were required, during fiscal year 2024, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were timely completed.
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AUDIT COMMITTEE REPORT
The Audit Committee oversees our financial reporting process on behalf of the Board. The Audit Committee's specific responsibilities are set forth in its charter. In fulfilling its oversight responsibilities, the Audit Committee:
• |
reviewed and discussed the audited financial statements for our fiscal year ended |
• |
discussed with our independent auditors, |
• |
received the written disclosures and the letter from |
Based on the Audit Committee's review and discussions noted above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-Kfor our fiscal year ended
Respectfully submitted by:
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PROPOSAL 2-ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) requires that we provide stockholders with the opportunity to vote to approve, on an advisory and non-bindingbasis, the compensation of our named executive officers (referred to as a "say-on-pay"vote). At our 2023 annual meeting of stockholders, a majority of our stockholders voted, consistent with the recommendation of the Board, to hold an annual say-on-payvote. This annual vote will continue unless our stockholders vote, at our 2029 annual meeting of stockholders, to approve a different say-on-payvote frequency, as required pursuant to Section 14A of the Exchange Act. The Board believes that an annual say-on-payvote allows our stockholders to provide us with more frequent and direct input on our executive compensation philosophy, policies and practices.
At the Annual Meeting, the Board is asking our stockholders to approve, on an advisory and non-bindingbasis, the compensation of our named executive officers as disclosed in this Proxy Statement by voting "for" the following resolution. In considering this proposal, we urge stockholders to read the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure. As described in detail in the section entitled "Compensation Discussion and Analysis", a portion of our executives' total compensation is at-risk,tied to achieving short-term and long-term goals that enhance the value of our reputation and brand and drive long-term stockholder value. The design of our long-term incentives coupled with our stock ownership guidelines ensure that our executives' interests are aligned with those of our stockholders.
"RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement for its 2024 annual meeting of stockholders pursuant to the compensation disclosure rules of the
Although this vote is advisory only, and therefore non-binding,the Board and the
The Board unanimously recommends that you vote "FOR" approval, on an advisory and non-bindingbasis, of the compensation of our named executive officers as disclosed in this Proxy Statement.
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PROPOSAL 3-RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed
Fees and Services
The following table summarizes the aggregate fees for professional audit services and other services provided to the Company and its subsidiaries by
2024 | 2023 | |||||||
Audit Fees |
$ | 1,752 | $ | 2,180 | ||||
Audit-Related Fees |
$ | - | $ | 591 | ||||
Tax Fees |
$ | 55 | $ | 1,163 | ||||
All Other Fees |
$ | 8 | $ | 8 | ||||
Total Fees |
$ | 1,815 | $ | 3,942 |
• |
Audit Fees: Consist of professional services rendered in connection with the audit of our consolidated financial statements, review of the financial statements included in our quarterly reports, issuances of consents and similar matters. |
• |
Audit-Related Fees: Consist of fees for acquisition related due diligence services. |
• |
Tax Fees: Consist of fees for (a) tax compliance and related activities, including federal, state and local, and international tax compliance, as well as transfer pricing services, of |
• |
All Other Fees: Consists of fees for permitted products and services other than those that meet the criteria above, specifically a subscription to |
In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent auditor and
Representatives of
Pre-ApprovalPolicies and Procedures
The Audit Committee pre-approvedall audit and permitted non-auditservices (including the fees and terms thereof) to be performed for the Company by
Vote Required
Ratification of the appointment of
The Board unanimously recommends that you vote "FOR" the ratification of the appointment of
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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Q: |
Why did I receive these materials? |
The Board is soliciting your proxy to vote at the Annual Meeting (or at any postponement or adjournment of the Annual Meeting). Stockholders who own shares of our common stock as of the record date,
Q: |
How many shares must be present to transact business at the Annual Meeting? |
A quorum of our stockholders must be present at the Annual Meeting for any business to be conducted. Under our Bylaws, the holders of a majority in voting power of our outstanding capital stock entitled to vote at the Annual Meeting, present virtually at the Annual Meeting or represented by proxy, constitutes a quorum. If you authorize a proxy to vote electronically or telephonically, or you sign and retua paper proxy or voting instruction card, your shares will be counted to determine whether a quorum has been established even if you "withhold" your vote or fail to vote on a particular item of business. Abstentions and "broker non-votes"(discussed below) will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.
If a quorum is not present or represented by proxy at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present or represented by proxy, may adjouthe Annual Meeting until a quorum is present or represented.
Q: |
Who will be entitled to vote? |
Stockholders who own shares of our common stock as of the Record Date are entitled to vote at the Annual Meeting. As of the Record Date,
Q: |
What will I be voting on? |
At the Annual Meeting, you will be voting on the following proposals, each as further described in this Proxy Statement:
1. |
the election of two Class III directors to serve on the Board until the 2027 Annual Meeting and until their respective successors are duly elected and qualified; |
2. |
approval, on an advisory and non-bindingbasis, of the compensation of our named executive officers as disclosed in this Proxy Statement; |
3. |
the ratification of the appointment of |
As of the date of this Proxy Statement, we are not aware of any matters to be submitted to our stockholders at the Annual Meeting other than the proposals referred to in this Proxy Statement. If any other matters properly come before our stockholders at the Annual Meeting, the persons named as proxies in the proxy card will vote in accordance with the Board's recommendation pursuant to the discretionary authority granted to them.
Q: |
How does the Board recommend I vote on these matters? The Board recommends you vote: |
1. |
FORthe election of each of |
2. |
FORthe approval, on an advisory and non-bindingbasis, of the compensation of our named executive officers as disclosed in this Proxy Statement; and |
3. |
FORthe ratification of the appointment of |
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Q: |
How do I cast my vote? |
Beneficial Stockholders.If you hold your shares in "street name" through a broker, bank or other nominee, you are a beneficial stockholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank or other nominee for instructions on how to vote the shares you hold as a beneficial stockholder.
Registered Stockholders.If you hold shares in your own name, you are a registered stockholder and may vote during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/PYCR2024. In order to vote during the virtual Annual Meeting, you will need to log in and enter the 16-digitcontrol number included on your proxy card. Only one person will be able to log in with that unique control number at any time. You can also vote by proxy before the Annual Meeting in the following ways:
1. |
via the Internet at www.proxyvote.com; |
2. |
by phone by calling 1-800-690-6903;or |
3. |
by signing and returning a proxy card. |
Proxies submitted via the Internet or by telephone must be received by
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies in the proxy card will vote in accordance with the Board's recommendation. The Board's recommendation with respect to each proposal that you are being asked to vote on is set forth above, as well as within the description of each proposal in this Proxy Statement.
Q: |
Can I access the proxy materials electronically? |
Yes.Our proxy materials will be available at https://investors.paycor.com commencing on
Instead of receiving future copies of our proxy statement and annual reports by mail, stockholders of record and most beneficial stockholders are encouraged to elect to receive an email that will provide an electronic link to these documents. Your election to receive future proxy materials by email will remain in effect until you revoke it.
Additionally, if you received multiple copies of our proxy materials and would like to receive combined mailings in the future, please write to us at
Q: |
How may I change my vote (revoke my proxy) after I have voted? |
Beneficial Stockholders.Beneficial stockholders, or stockholders who hold their shares in "street name," should contact their broker, bank or other nominee for instructions on how to change their vote.
Registered Stockholders.A subsequent vote by any means, including a vote submitted during the virtual Annual Meeting, will override your prior vote by revoking your previously submitted proxy. The last vote received prior to the Annual Meeting will be the one counted. Registered stockholders may change a properly executed proxy at any time before its exercise by:
1. |
entering a new vote via Internet at www.proxyvote.comor by phone by calling 1-800-690-6903(until the applicable deadline for each method as set forth above); |
2. |
signing and returning a later-dated proxy card; |
3. |
sending a written notification to our Corporate Secretary at |
4. |
attending and voting at the virtual Annual Meeting (although attendance at the virtual Annual Meeting will not, by itself, revoke a proxy). |
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Q: |
How can I attend the Annual Meeting? |
The Annual Meeting is being held as a virtual only meeting.
If you are a registered stockholder as of the Record Date, you may attend, vote and ask questions virtually at the meeting by logging in at www.virtualshareholdermeeting.com/PYCR2024 and providing your 16-digitcontrol number. This number is included in your proxy card. Beneficial stockholders as of the Record Date may attend and ask questions virtually at the meeting by logging into the virtual meeting platform using the 16-digitcontrol number included on voting instruction form from your bank or broker.
If you are a stockholder as of the Record Date and have logged in using your 16-digitcontrol number, you may submit a question at any point during the meeting (until the floor is closed to questions) by typing your question into the "Ask a Question" field and clicking "Submit." Stockholder questions or comments are welcome, but we will only answer questions pertinent to the matters being voted upon at the Annual Meeting, subject to time constraints. Questions regarding personal matters and statements of advocacy are not pertinent to Annual Meeting matters and therefore will not be addressed. Questions that are substantially similar may be grouped and answered together to avoid repetition. The audio broadcast of the Annual Meeting will be available on our investor relations website at https://investors.paycor.com/news-and-events/events-and-presentations.
If you are not a stockholder as of the Record Date or do not log in using your 16-digitcontrol number, you may still log in as a guest and listen to the Annual Meeting, but you will not be able to ask questions and/or vote at the meeting.
Q: |
Why is the Annual Meeting virtual only? |
We are excited to again embrace the latest technology to provide ease of access, real-time communication, and cost savings for our stockholders and the Company. Hosting a virtual meeting makes it easy for our stockholders to participate from any location around the world and provides those of our stockholders who would otherwise not be able to attend the meeting the opportunity to do so.
Q: |
What is the voting requirement to approve each of the proposals, and how are the votes counted? |
PROPOSAL 1 - ELECTION OF DIRECTORS
A plurality of the votes cast by the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to elect each nominee named herein. This means that the two nominees receiving the highest number of "FOR" votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Votes that are "WITHHELD" with respect to one or more director nominees will result in the respective nominee receiving fewer votes, but they will not count as votes against a nominee and will have no effect on the outcome of the election of those nominees because directors are elected by plurality voting. Broker non-votesare not considered votes cast and will not impact the election of the nominees.
PROPOSAL 2 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Approval, on an advisory and non-bindingbasis, of the compensation of our named executive officers, as disclosed in this Proxy Statement, requires the affirmative vote of the majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. For purposes of this proposal, abstentions are treated as shares present and entitled to vote on the matter and, therefore, will have the same effect as a vote "AGAINST" the proposal. Broker non-votesare not considered entitled to vote on this proposal and, therefore, will have no effect on the approval of this proposal.
PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve all other items. Abstentions will be counted as present and entitled to vote on the proposals and will therefore have the effect of a negative vote. Since this is a "routine" matter (as described below), we do not expect there to be any broker non-voteswith respect to the ratification of the appointment of
Q: |
When will the results of the vote be announced? |
The preliminary voting results will be announced at the end of the virtual Annual Meeting. The final voting results will be published in a Current Report on Form 8-Kfiled with the
2024 Proxy Statement 53 |
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Q: |
What is the deadline for submitting a stockholder proposal or director nomination for the 2025 Annual Meeting? |
Stockholder proposals submitted pursuant to SEC Rule 14a-8for inclusion in
In addition to satisfying the requirements under our Bylaws, in order to comply with Rule 14a-19(the universal proxy rules) of the Exchange Act, stockholders who intend to solicit proxies in support of director nominees, other than the Company's nominees, must provide written notice that sets forth all of the information required by Rule 14a-19(b)under the Exchange Act, which notice must be postmarked or transmitted electronically to the Company Secretary at our principal executive offices no later than August 25, 2025. However, if the date of our 2025 annual meeting of stockholders is changed by more than 30 days from October 23, 2025, then written notice must be provided by the later of the 60th day prior to the date of our 2025 annual meeting of stockholders and the 10th day following the day on which public announcement of the date of our 2025 annual meeting of stockholders is first made by us.
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OTHER MATTERS
We are not aware of any matters to be submitted to our stockholders at the Annual Meeting other than the proposals referred to in this Proxy Statement. If any other matters properly come before our stockholders at the Annual Meeting, the persons named as proxies in the proxy card will vote in their discretion in accordance with the Board's recommendation. The proxy card contains discretionary authority for the proxy holders to do so.
WHERE TO FIND ADDITIONAL INFORMATION
As a reporting company, we are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the
We will furnish without charge to each person whose proxy is being solicited in connection with the Annual Meeting, upon request of any such person, a copy of our Annual Report on Form 10-Kfor the fiscal year ended June 30, 2024, as filed with the
In addition to being available for free through our investor relations website at https://investors.paycor.com,upon written request by a stockholder, we will mail at no cost paper copies of any of our other Exchange Act reports, as well as our Corporate Governance Guidelines, the written charters of the Audit Committee, Compensation and Benefits Committee, and/or Nominating and Governance Committee, and our Code of Ethics. All written requests should be directed to Investor Relations at our principal executive offices located at 4811 Montgomery Road,
COST OF PROXY SOLICITATION
HOUSEHOLDING OF PROXY MATERIALS
Registered stockholders with multiple accounts who have elected to receive printed copies of our proxy materials and share the same last name and household mailing address may receive a single set of printed copies of our proxy materials, unless we are instructed otherwise. Each stockholder will, however, receive a separate proxy card. Any registered stockholder who would like to receive separate copies of our proxy materials may write to us at 4811 Montgomery Road,
Beneficial stockholders, or stockholders who hold their shares in "street name," should contact their broker, bank or other nominee regarding combined mailings.
2024 Proxy Statement 55 |
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APPENDIX - NON-GAAPFINANCIAL MEASURES
We present the following non-GAAPfinancial measures in this Proxy Statement: adjusted operating income and adjusted free cash flow. Management believes these non-GAAPmeasures are useful in evaluating our core operating performance and trends to prepare and approve our annual budget, and to develop short-term and long-term operating plans. Management believes that this non-GAAPfinancial information, when taken collectively with our results determined in accordance with
We define (i) adjusted operating income as income (loss) from operations before amortization of acquired intangible assets and naming rights, stock-based compensation expense, exit costs due to exiting leases of certain facilities and other certain corporate expenses, such as costs related to secondary offerings, professional, consulting and other costs and acquisition costs, and (ii) adjusted free cash flow as cash provided (used) by operating activities less the purchase of property and equipment and internally developed software costs, excluding other certain corporate expenses, which are included in cash provided (used) by operating activities.
The non-GAAPfinancial measures presented in this Proxy Statement are not measures of financial performance under
A reconciliation of each non-GAAPfinancial measure presented in this Proxy Statement to the most directly comparable financial measure determined in accordance with
Reconciliations of Non-GAAPMeasures to GAAP Measures
Adjusted Operating Income
Fiscal Year Ended | ||||||||
(in thousands) |
June 30, 2024 | June 30, 2023 | ||||||
Loss from operations (GAAP) |
$ | (55,451 | ) | $ | (104,655 | ) | ||
Amortization of intangible assets |
97,819 | 98,248 | ||||||
Stock-based compensation expense |
65,443 | 78,225 | ||||||
(Gain) loss on lease exit* |
(16 | ) | 1,789 | |||||
Corporate adjustments** |
4,165 | 8,966 | ||||||
Adjusted operating income (Non-GAAP) |
$ | 111,960 | $ | 82,573 |
* |
Represents exit costs due to exiting leases of certain facilities. |
** |
Corporate adjustments for the fiscal year ended June 30, 2024 relate to legal and other costs borne by the Company in connection with secondary offerings by the Apax Funds of $1.5 million and professional, consulting, and other costs of $2.6 million. Corporate adjustments for the fiscal year ended June 30, 2023 relate to legal and other costs associated with secondary offerings by Apax Funds of $2.2 million, professional, consulting, and other costs of $4.3 million, and acquisition costs of $2.5 million. |
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Adjusted Free Cash Flow
Fiscal Year Ended | ||||||||
(in thousands) |
June 30, 2024 |
June 30, 2023 |
||||||
Net cash provided by operating activities (GAAP) |
$ | 89,995 | $ | 48,115 | ||||
Purchase of property and equipment |
(3,460 | ) | (5,041 | ) | ||||
Internally developed software costs |
(50,812 | ) | (42,257 | ) | ||||
Free cash flow |
35,723 | 817 | ||||||
Corporate adjustments*** |
4,165 | 8,966 | ||||||
Adjusted free cash flow (Non-GAAP) |
$ | 39,888 | $ | 9,783 |
*** |
Corporate adjustments for the fiscal year ended June 30, 2024 relate to legal and other costs borne by the Company in connection with secondary offerings by the Apax Funds of $1.5 million and professional, consulting, and other costs of $2.6 million. Corporate adjustments for the fiscal year ended June 30, 2023 relate to legal and other costs associated with secondary offerings by Apax Funds of $2.2 million, professional, consulting, and other costs of $4.3 million, and acquisition costs of $2.5 million. |
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4811 MONTGOMERY ROAD |
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. EasteTime on October 22, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/PYCR2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. EasteTime on October 22, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and retuit in the postage-paid envelope we have provided or retuit to Vote Processing, c/o Broadridge, 51 Mercedes Way, |
TO VOTE, |
V56750-P17960 KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
For All |
Withhold All |
For All Except |
To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. | |||||||||||||
The Board of Directors recommends you vote FOR the following: |
||||||||||||||||
1. | Election of Class III Directors | ☐ | ☐ | ☐ | ||||||||||||
Nominees: | ||||||||||||||||
01) Raul Villar, Jr. | ||||||||||||||||
02) Drury ("Dru") |
||||||||||||||||
The Board of Directors recommends you vote FOR proposals 2 and 3: | For | Against | Abstain | |||||||||||||
2. |
To approve, on an advisory and non-binding basis, the compensation of |
☐ | ☐ | ☐ | ||||||||||||
3. |
To ratify the appointment of |
☐ | ☐ | ☐ | ||||||||||||
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | ||||||||
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Annual Meeting, Proxy Statement and Annual Report are available at www.proxyvote.com.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
V56751-P17960
4811 Montgomery Road
Proxy for the Annual Meeting of Stockholders to be held on Wednesday, October 23, 2024
This Proxy is Solicited on Behalf of the Board of Directors of the Company
The undersigned hereby appoint(s)
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is given, this proxy will be voted FOR the election of all nominees for director, and FOR proposals 2 and 3.
Continued and to be signed on reverse side
Disclaimer
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