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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Alteryx Inc | NYSE:AYX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 48.26 | 0 | 01:00:00 |
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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 under §240.14a-12
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2021 Proxy Statement
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Sincerely,
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Dean A. Stoecker
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Executive Chairman
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2021 Proxy Statement
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1.
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Elect three Class I directors of Alteryx, Inc., each to serve a three-year term expiring at the 2024 annual meeting of stockholders
and until such director’s successor is duly elected and qualified.
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Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending
December 31, 2021.
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Approve, on a non-binding advisory basis, the compensation paid by us to our named executive officers as disclosed in this proxy
statement.
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Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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Proxy Voting:
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Each share of Class A common stock that you own represents one vote and each share
of Class B common stock that you own represents ten votes. For questions regarding your stock ownership, you may contact us through our website at https://investor.alteryx.com or, if you are a registered holder, our transfer agent,
American Stock Transfer & Trust Company, LLC, through its website at www.astfinancial.com or by phone at (800) 937-5449.
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This notice of the Annual Meeting, proxy statement and form of proxy are being
distributed and made available on or about March 31, 2021.
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Whether or not you plan to attend the Annual Meeting, we
encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.
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2021 Proxy Statement
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2021 Proxy Statement
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2021 Proxy Statement
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2021 Proxy Statement
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2021 Proxy Statement
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vote in person—stockholders who attend the Annual Meeting may vote in person;
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vote by telephone or through the Internet—in order to do so, please follow the instructions shown on your proxy card; or
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vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed
proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your
completed, signed and dated proxy card must be received prior to the Annual Meeting.
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2021 Proxy Statement
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delivering to our Corporate Secretary by mail a written notice stating that the proxy is revoked;
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signing and delivering a proxy bearing a later date;
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voting again by telephone or through the Internet; or
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attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).
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2021 Proxy Statement
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2021 Proxy Statement
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2021 Proxy Statement
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Audit Committee
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Our audit committee is responsible for, among other things:
• selecting a firm to serve as the independent registered public
accounting firm to audit our financial statements;
• reviewing the independence of the independent registered public
accounting firm;
• discussing the scope and results of the audit with the
independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating
results;
• establishing procedures for employees to anonymously submit
concerns about questionable accounting or audit matters;
• considering the adequacy of our internal controls and internal
audit function;
• reviewing certain related-party transactions or those that require
disclosure; and
• approving or, as permitted, pre-approving all audit and
non-audit services to be performed by the independent registered public
accounting firm.
Each member of our audit committee is financially literate as required by the current New York Stock Exchange listing standards. Our board of directors has also determined that simultaneous service by Ms. Alexy on the audit committees of three other public companies does not impair her ability to serve on our audit committee. |
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6
MEETINGS IN 2020
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MEMBERS:
Timothy I.
Maudlin (Chair)
Kimberly E. Alexy
Charles R. Cory
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INDEPENDENCE:
Each member of
the committee is independent under applicable rules
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AUDIT COMMITTEE FINANCIAL EXPERTS:
Each member of
the committee is an Audit Committee Financial Expert as a defined by SEC rules
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2021 Proxy Statement
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Compensation Committee
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Our compensation committee is responsible for, among other things:
• reviewing and approving the compensation of our executive
officers;
• reviewing and recommending to our board of directors the
compensation of our directors;
• administering our equity incentive plans;
• reviewing and approving, or making recommendations to
our board of directors with respect to, incentive compensation and
equity plans;
• reviewing our overall compensation goals and objectives; and
• assessing the risks of our compensation program.
Our compensation committee will also annually review the performance of our Executive Chairman and review and recommend to our board of directors the compensation for our Executive Chairman. |
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6
MEETINGS IN 2020
Acted by unanimous
written consent 11 times
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MEMBERS:
Charles R. Cory (Chair)
Timothy l. Maudlin
Eileen M. Schloss
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INDEPENDENCE:
Each member of
the committee is independent under applicable rules
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Nominating and Corporate Governance Committee
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Our nominating and corporate governance committee is responsible for, among other
things:
• identifying and recommending candidates for membership on our
board of directors;
• recommending directors to serve on board committees;
• reviewing and recommending changes to our corporate
governance guidelines and policies;
• reviewing proposed waivers of the code of conduct for
directors, executive officers and employees (with waivers for directors or
executive officers to be approved by our board of directors);
• evaluating, and overseeing the process of evaluating, the
performance of our board of directors and committees;
• overseeing policies and programs concerning corporate
responsibility and sustainability; and
• assisting our board of directors on other corporate
governance matters.
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6
MEETINGS IN 2020
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MEMBERS:
Kimberly E.
Alexy (Chair)
John Bellizzi
Eileen M.
Schloss
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INDEPENDENCE:
Each member of
the committee is independent under applicable rules
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2021 Proxy Statement
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2021 Proxy Statement
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2021 Proxy Statement
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2021 Proxy Statement
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reducing waste by providing reusable containers to our employees, beverages on tap and three-stream waste bins in select facilities;
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reducing air travel by encouraging teleconferencing; and
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directing certain initiatives through Alteryx for Good, including by partnering with One Tree Planted to plant trees as part of an
employee’s use of their 20 hours of paid volunteer time.
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2021 Proxy Statement
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2021 Proxy Statement
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2021 Proxy Statement
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by our board of directors and nominating and corporate governance committee to assess the current composition of our board of
directors and its committees and make recommendations for the qualifications, expertise and characteristics we should seek in identifying potential new directors;
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by our board of directors and nominating and corporate governance committee to identify the strengths and areas of opportunity of each
member of our board of directors and to provide insight into how each member of our board of directors can be most valuable; and
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to improve agenda topics of the board of directors and its committees so that information they receive enables them to effectively
address the issues they consider most critical.
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2021 Proxy Statement
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DIRECTORS’ EXPERIENCE AND SKILLS
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STOECKER
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ALEXY
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ANDERSON
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BELLIZZI
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CORY
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HORING
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JOSHI
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MAUDLIN
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SCHLOSS
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EXECUTIVE LEADERSHIP EXPERIENCE
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OTHER PUBLIC COMPANY BOARD EXPERIENCE
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SOFTWARE AND TECHNOLOGY INDUSTRY EXPERIENCE
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COMPANY GROWTH AND SCALE EXPERIENCE
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FINANCIAL EXPERIENCE
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INTERNATIONAL BUSINESS EXPERIENCE
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2021 Proxy Statement
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Name of Director/Nominee
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Age
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Position
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Director Since
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Anjali Joshi
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60
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Director
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March 2021
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Timothy I. Maudlin (1)(2)
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70
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Director
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December 2015
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Eileen M. Schloss (2)(3)
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67
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Director
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May 2017
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(1)
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Chairperson of the audit committee
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(2)
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Member of the compensation committee
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Member of the nominating and corporate governance committee
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2021 Proxy Statement
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ANJALI JOSHI
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DIRECTOR SINCE:
March 2021
DIRECTOR CLASS:
Class I
AGE:
60
COMMITTEES:
None
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Anjali Joshi
has served as a member of our board of directors since March 2021. From September 2006 to March 2019, Ms. Joshi served
as Vice President of Product Management at Google, Inc., a multinational technology company. From 1998 to 2003,
Ms. Joshi served as Executive Vice President of Engineering for Covad Communications, Inc., a provider of broadband voice and data communications. Previously, Ms. Joshi held positions at AT&T Bell Labs, an industrial research and scientific development company, from 1990 to 1998. Ms. Joshi has served on the board of directors of Lattice Semiconductor Corporation, a semiconductor manufacturing company, since
October 2019, and Iteris, Inc., a mobility infrastructure management company, since June 2020. Ms. Joshi holds a
B.Tech in electrical engineering from the Indian Institute of Technology, a M.S in computer engineering from the State University
of New York at Buffalo, New York, and a M.S. in management science and engineering from Stanford University. We believe that Ms. Joshi is qualified to serve on our board of directors because of her experience on public company boards and her extensive and broad management and technical experience at a variety of technology companies.
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TIMOTHY I. MAUDLIN
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DIRECTOR SINCE:
December 2015
DIRECTOR CLASS:
Class I
AGE:
70
COMMITTEES:
Audit (Chair),
Compensation
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Timothy I. Maudlin has served as a member of our board of directors since December 2015. Mr. Maudlin served as the Managing General Partner of Medical Innovation Partners, a venture capital firm, from 1989 to 2007. Mr. Maudlin also served as a Principal and the Chief Financial Officer of Venturi
Group, LLC, an incubator and venture capital firm, from 1999 to October 2001. Mr. Maudlin has served as a member of
the board of directors of E2open Parent Holdings Inc., the parent company of E2open, LLC, a supply chain management software company, since February 2021. Mr. Maudlin has served as a member of the board of directors of Pluralsight,
Inc. since its formation in December 2017 and as a member of the board of managers of Pluralsight Holdings, LLC since June 2016. Mr. Maudlin previously served as a member of the board of directors of ExactTarget, Inc. from May 2008
to July 2013, MediaMind Technologies, Inc. from August 2008 to June 2011, Sucampo Pharmaceuticals, Inc. from September 2006 to February 2013 and Web.com Group, Inc. from February 2002 to October 2018. Mr. Maudlin is also currently a member of the board of directors of several private companies. Mr. Maudlin is a certified public accountant (inactive) and holds a B.A. in economics from St. Olaf College and a
M.M. in accounting, finance and management from the Kellogg School of Management at Northwestern University. We
believe that Mr. Maudlin is qualified to serve on our board of directors because of his extensive financial and accounting experience gained from his experience in the venture capital industry and extensive experience serving on boards of directors of various private and public technology companies.
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2021 Proxy Statement
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EILEEN M. SCHLOSS
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DIRECTOR SINCE:
May 2017
DIRECTOR CLASS:
Class I
AGE:
67
COMMITTEES:
Compensation, Nominating and Corporate Governance
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Eileen M. Schloss has served as a member of our board of directors since May 2017. Ms. Schloss has served as an Operations Advisor to Advent International Corporation, a private equity firm, since December 2019, and a member of the board of directors of CCC Information Services Inc., an automotive,
insurance and collision software management company, since August 2020. Previously, Ms. Schloss was the Executive Vice
President, Human Resources and Real Estate for Medidata Solutions, Inc., a software as a service company, from 2012 to March 2017. Ms. Schloss served as Executive Vice President, Human Resources for Rovi Corporation, a digital media entertainment software and services company, from 2007 to 2012. Prior to that, Ms. Schloss served as Vice President, Administration for Caspian Networks, Inc., a networking
company, from 2002 to 2006. Ms. Schloss holds a B.S. from the University of San Francisco and an M.S. from Pepperdine
University. Ms. Schloss is also a Governance Fellow with the National Association of Corporate Directors. We believe that Ms. Schloss is qualified to serve on our board of directors because of her extensive experience working for public companies in the software industry as a human resources
professional.
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2021 Proxy Statement
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Name of Director
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Age
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Position
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Director Since
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Class II Directors:
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Kimberly E. Alexy (1)(2)
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50
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Director
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February 2017
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Mark Anderson
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58
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Director
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October 2018
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John Bellizzi (3)
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62
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Director
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March 2011
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Class III Directors:
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Charles R. Cory (1)(4)
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66
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Director
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March 2016
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Jeffrey L. Horing
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57
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Director
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September 2014
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Dean A. Stoecker
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64
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Director
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March 1997
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(1)
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Member of the audit committee
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(2)
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Chairperson of the nominating and corporate governance committee
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Member of the nominating and corporate governance committee
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(4)
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Chairperson of the compensation committee
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KIMBERLY E. ALEXY
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DIRECTOR SINCE:
February 2017
DIRECTOR CLASS:
Class II
AGE:
50
COMMITTEES:
Audit, Nominating and Corporate Governance (Chair)
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Kimberly E. Alexy has served as a member of our board of directors since February 2017. Ms. Alexy currently serves as the Principal of Alexy Capital Management, a private investment management firm that she founded in 2005. Previously, Ms. Alexy served as the Senior Vice President and Managing Director of Equity Research for Prudential Securities, the financial services arm of Prudential Financial, Inc., an insurance and
investment management company from 1998 to 2003. Prior to that, Ms. Alexy served as Vice President of Equity Research
at Lehman Brothers, a financial services firm, from 1995 to 1998. Ms. Alexy has served on the board of directors of Five9, Inc. since October 2013, FireEye, Inc. since January 2015 and Western Digital Corporation since November 2018. Ms. Alexy served on the board of directors for CalAmp
Corp. from February 2008 to July 2019 and Microsemi Corporation from September 2016 to May 2018. Ms. Alexy is a
chartered financial analyst and holds a B.A. from Emory University and an M.B.A. from the College of William and Mary. We believe that Ms. Alexy is qualified to serve on our board of directors because of her extensive experience on public company boards and experience in the financial services industry as an investment professional.
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2021 Proxy Statement
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MARK ANDERSON
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DIRECTOR SINCE:
October 2018
DIRECTOR CLASS:
Class II
AGE:
58
COMMITTEES:
None
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Mark Anderson has
served as our Chief Executive Officer since October 2020 and as a member of our board of directors since October 2018. Mr. Anderson has served as Executive Chairman of Neosec, Inc., an automated behavioral analytics software
company, since April 2020. Prior to joining us, Mr. Anderson served as an Advisor of Palo Alto Networks, Inc., a
cybersecurity company, from November 2018 to March 2019, and as the Chief Growth Officer of Anaplan, Inc., a
cloud-based planning software company, from August 2019 to February 2020. Mr. Anderson served as President of Palo Alto Networks, Inc. from August 2016 to November 2018. Previously, Mr. Anderson served at Palo Alto Networks, Inc. as Executive Vice President, Worldwide Field Operations from
May 2016 to August 2016, and as Senior Vice President, Worldwide Field Operations from June 2012 to May 2016. From
October 2004 to May 2012, Mr. Anderson served in several roles, including as Executive Vice President of Worldwide Sales, for F5 Networks, Inc., an IT infrastructure company. Mr. Anderson has served on the board of directors of Cloudflare, Inc. since August 2019. Mr. Anderson holds a
B.A. in Business and Economics from York University in Toronto. We believe that Mr. Anderson is qualified to serve on our
board of directors because of his extensive experience as a sales executive in the technology industry.
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JOHN BELLIZZI
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DIRECTOR SINCE:
March 2011
DIRECTOR CLASS:
Class II
AGE:
62
COMMITTEES:
Nominating and Corporate Governance
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John Bellizzi
has served as a member of our board of directors since March 2011. From April 2008 to March 2020, Mr. Bellizzi served as the Global Head of Corporate Development at Thomson Reuters Corporation, a provider of news and information for professional markets. Prior to that role, Mr. Bellizzi served
as the Senior Vice President of Business Development and Operations at Thomson Corp. from June 2005 to April 2008.
Mr. Bellizzi holds a B.A. in economics from Queens College and an M.B.A. in finance and international business from
New York University. We believe that Mr. Bellizzi is qualified to serve on our board of directors because of his extensive corporate and business development experience.
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2021 Proxy Statement
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CHARLES R. CORY
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DIRECTOR SINCE:
March 2016
DIRECTOR CLASS:
Class III
AGE:
66
COMMITTEES:
Audit, Compensation (Chair)
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Charles R. Cory
has served as a member of our board of directors since March 2016. Previously, Mr. Cory worked for Morgan Stanley from September 1982 to December 2015 in various roles including most recently as its Chairman, Technology Investment Banking. Mr. Cory is also currently a member of the board of directors of several private companies. Mr. Cory holds a B.A. in government and a J.D. and M.B.A. from the University of
Virginia. We believe that Mr. Cory is qualified to serve on our board of directors because of his extensive experience
analyzing technology companies and his significant financial services experience.
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JEFFREY L. HORING
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DIRECTOR SINCE:
September 2014
DIRECTOR CLASS:
Class III
AGE:
57
COMMITTEES:
None
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Jeffrey L. Horing has served as a member of our board of directors since September 2014. Mr. Horing is a Managing Director at Insight Partners, a private equity investment firm, which he co-founded in 1995. Previously, Mr. Horing held various positions at Warburg Pincus LLC and at Goldman Sachs & Co. LLC. Mr. Horing has served on the board of directors of nCino, Inc., a software as a service company providing
software applications to financial institutions, since February 2015, and JFrog Ltd., a DevOps software company, since
September 2018. Mr. Horing is also currently a member of the board of directors of several private companies. Mr. Horing holds a B.S. and B.A. from the University of Pennsylvania’s Moore School of Engineering and the Wharton School, respectively. He also holds an M.B.A. from the M.I.T. Sloan
School of Management. We believe that Mr. Horing is qualified to serve on our board of directors because of his
corporate finance and business expertise gained from his experience in the venture capital industry, including his time spent serving on boards of directors of various technology companies.
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2021 Proxy Statement
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DEAN A. STOECKER
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DIRECTOR SINCE:
March 1997
DIRECTOR CLASS:
Class III
AGE:
64
COMMITTEES:
None
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Dean A. Stoecker
co-founded our company and has served as our Executive Chairman since October 2020 and as Chairman of our board of directors since our inception in March 1997. Mr. Stoecker served as our Chief Executive Officer from March 1997 to October 2020. Prior to joining us, Mr. Stoecker served
as Director of Enterprise Solutions for Integration Technologies, Inc., a systems integrator, and as Vice President of
Sales at Strategic Mapping Inc., a provider of geospatial mapping information technologies. He also held various sales and
strategic roles at Donnelley Marketing Information Services, a division of Dun & Bradstreet, Inc., a business services company. Mr. Stoecker holds a B.S. in international business from the University of Colorado Boulder and an M.B.A. from Pepperdine University. We believe that
Mr. Stoecker is qualified to serve on our board of directors because of the industry perspective and experience that
he brings as our co-founder, Chairman of our board of directors and former Chief Executive Officer and the thorough knowledge of our company that he brings to our board of directors’ strategic imperatives, tactical execution to support the imperatives and overall policy-making discussions.
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2021 Proxy Statement
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Name
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Fees Earned or Paid in Cash ($)
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Stock Awards ($)(1)
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Total ($)
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Kimberly E. Alexy (2)
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48,000
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193,696
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241,696
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Mark Anderson (3)
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27,000
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193,696
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220,696
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John Bellizzi (4)
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34,000
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193,696
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227,696
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Charles R. Cory (5)
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67,000
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193,696
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260,696
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Jeffrey L. Horing (6)
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30,000
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193,696
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223,696
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Timothy I. Maudlin (7)
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51,500
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193,696
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245,196
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Eileen M. Schloss (8)
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40,000
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193,696
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233,696
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(1)
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The amounts reported in this column represent the aggregate grant date value of restricted stock unit awards, or RSUs, made to
directors in 2020 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. This amount does not reflect the actual economic value realized by the director, which will vary
depending on the performance of our Class A common stock.
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(2)
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As of December 31, 2020, Ms. Alexy held 1,375 RSUs. The RSUs vest in accordance with the vesting schedule described below under
“—Non-Employee Director Equity Compensation—Annual Award.”
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(3)
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As of December 31, 2020, Mr. Anderson held 5,611 RSUs and options to purchase 300,000 shares of Class A common stock. 2,009 of the
RSUs vest in accordance with the vesting schedule described below under “—Non-Employee Director Equity Compensation—Initial Award,” 1,375 of the RSUs vest in accordance with the vesting schedule described below under “—Non-Employee
Director Equity Compensation—Annual Award” and 2,227 of the RSUs were granted to Mr. Anderson in connection with his appointment as our Chief Executive Officer and will vest in full on October 7, 2021. The options were granted to
Mr. Anderson in connection with his appointment as our Chief Executive Officer and vest as to 1/12th of the total number of shares of Class A common stock underlying the stock option on each quarterly anniversary of the grant date.
Effective as of October 5, 2020, Mr. Anderson was appointed our Chief Executive Officer and accordingly was no longer a non-employee director and did not receive any additional fees or compensation for his service on our board of
directors. Mr. Anderson’s RSUs granted to him in his capacity as a non-employee director continue to vest pursuant to their terms.
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(4)
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As of December 31, 2020, Mr. Bellizzi held 1,375 RSUs. The RSUs vest in accordance with the vesting schedule described below under
“—Non-Employee Director Equity Compensation—Annual Award.”
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(5)
|
As of December 31, 2020, Mr. Cory held 1,375 RSUs and options to purchase 105,156 shares of Class B common stock. The RSUs vest in
accordance with the vesting schedule described below under “—Non-Employee Director Equity Compensation—Annual Award.” As of December 31, 2020, all of the stock options were vested.
|
(6)
|
As of December 31, 2020, Mr. Horing held 1,375 RSUs. The RSUs vest in accordance with the vesting schedule described below under
“—Non-Employee Director Equity Compensation—Annual Award.”
|
(7)
|
As of December 31, 2020, Mr. Maudlin held 1,375 RSUs and options to purchase 79,451 shares of Class B common stock. The RSUs vest in
accordance with the vesting schedule described below under “—Non-Employee Director Equity Compensation—Annual Award.” As of December 31, 2020, all of the stock options were vested.
|
(8)
|
As of December 31, 2020, Ms. Schloss held 1,375 RSUs. The RSUs vest in accordance with the vesting schedule described below under
“—Non-Employee Director Equity Compensation—Annual Award.”
|
2021 Proxy Statement
|
2021 Proxy Statement
|
|
|
| |
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES IN
THE ELECTION OF THE CLASS I DIRECTORS
|
|
2021 Proxy Statement
|
|
|
| |
Fiscal Year Ended
December 31, 2019
|
| |
Fiscal Year Ended
December 31, 2020
|
|
|
Fees Billed to Alteryx
|
| |
|
| |
|
|
|
Audit fees(1)
|
| |
$2,116,357
|
| |
$2,030,811
|
|
|
Audit-related fees(2)
|
| |
180,945
|
| |
96,193
|
|
|
Tax fees(3)
|
| |
50,174
|
| |
118,340
|
|
|
Other fees(4)
|
| |
1,895
|
| |
3,790
|
|
|
Total fees
|
| |
$2,349,371
|
| |
$2,249,134
|
|
(1)
|
“Audit fees” include fees for audit services primarily related to the audit of our annual
consolidated financial statements; the review of our quarterly consolidated financial statements; consents and assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and
research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).
|
(2)
|
“Audit-related fees” include fees for comfort
letters, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category also includes fees related to statutory audits required by non-U.S. jurisdictions.
|
(3)
|
“Tax fees” include fees for tax compliance and advice. Tax advice fees encompass a variety of
permissible tax services, including technical tax advice related to federal and state income tax matters, assistance with sales tax and assistance with tax audits.
|
(4)
|
“Other fees” include fees for services other than the services reported in audit fees,
audit-related fees and tax fees.
|
2021 Proxy Statement
|
|
|
| |
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION
OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021
|
|
2021 Proxy Statement
|
|
|
| |
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON A
NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
|
|
2021 Proxy Statement
|
•
|
each of our named executive officers;
|
•
|
each of our directors or director nominees;
|
•
|
all of our directors and executive officers as a group; and
|
•
|
each stockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our Class A common stock or
Class B common stock.
|
|
|
| |
Shares Beneficially Owned
|
| |
% of Total
Voting Power(1)
|
| |||||||||
|
|
| |
Class A
|
| |
Class B
|
| |||||||||
|
Name of Beneficial Owner
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |||
|
Named Executive Officers and Directors:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Dean A. Stoecker(2)
|
| |
329,925
|
| |
*
|
| |
7,561,104
|
| |
92.31
|
| |
53.83
|
|
|
Mark Anderson(3)
|
| |
58,262
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
Kevin Rubin(4)
|
| |
31,815
|
| |
*
|
| |
4,863
|
| |
*
|
| |
*
|
|
|
Robert Scott Jones(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Derek Knudsen(6)
|
| |
22,190
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
Christopher M. Lal(7)
|
| |
28,833
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
Kimberly E. Alexy
|
| |
1,986
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
John Bellizzi
|
| |
13,214
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
Charles R. Cory(8)
|
| |
1,986
|
| |
*
|
| |
105,156
|
| |
1.30
|
| |
*
|
|
|
Jeffrey L. Horing(9)
|
| |
91,766
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
Timothy I. Maudlin(10)
|
| |
—
|
| |
—
|
| |
79,451
|
| |
*
|
| |
*
|
|
|
Eileen M. Schloss
|
| |
3,811
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
All executive officers and directors as a group (14 persons)(11)
|
| |
617,136
|
| |
1.04
|
| |
7,750,574
|
| |
94.65
|
| |
54.59
|
|
2021 Proxy Statement
|
|
|
| |
Shares Beneficially Owned
|
| |
% of Total
Voting Power(1)
|
| |||||||||
|
|
| |
Class A
|
| |
Class B
|
| |||||||||
|
Name of Beneficial Owner
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |||
|
Other 5% Stockholders:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Olivia Duane Adams(12)
|
| |
327,887
|
| |
*
|
| |
784,209
|
| |
9.59
|
| |
5.81
|
|
|
The Vanguard Group(13)
|
| |
4,772,221
|
| |
8.10
|
| |
—
|
| |
—
|
| |
3.43
|
|
|
Capital World Investors(14)
|
| |
4,700,548
|
| |
7.97
|
| |
—
|
| |
—
|
| |
3.38
|
|
|
Brown Capital Management, LLC(15)
|
| |
3,832,957
|
| |
6.50
|
| |
—
|
| |
—
|
| |
2.76
|
|
|
Capital Research Global Investors(16)
|
| |
3,630,811
|
| |
6.16
|
| |
—
|
| |
—
|
| |
2.61
|
|
|
Bares Capital Management, Inc.(17)
|
| |
3,360,792
|
| |
5.70
|
| |
—
|
| |
—
|
| |
2.42
|
|
|
Coatue Management, L.L.C.(18)
|
| |
3,102,175
|
| |
5.26
|
| |
—
|
| |
—
|
| |
2.23
|
|
*
|
Less than 1%
|
(1)
|
Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common
stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share and holders of our Class A common stock are entitled to one vote per share.
|
(2)
|
Consists of (i) 45,950 shares of Class A common stock held by Mr. Stoecker, (ii) 423,451 shares of Class B common stock held by
Mr. Stoecker, (iii) 45,000 shares of Class A common stock held of record by The Dean A. Stoecker Trust dated December 16, 2013 (the “Trust”), (iv) 4,878,655 shares of Class B common stock held of record by the Trust, (v) 999,049 shares of
Class B common stock held of record by 4610, LLC, (vi) 1,072,449 shares of Class B common stock held of record by Lucy27, LLC, (vii) 10,599 shares of Class A common stock held by TRILY, LLC, (viii) 12,449 shares of Class A common stock
held by TAILY, LLC, (ix) 215,927 shares of Class A common stock subject to options held by Mr. Stoecker that are exercisable within 60 days of February 28, 2021, and (x) 187,500 shares of Class B common stock subject to options held by
Mr. Stoecker that are exercisable within 60 days of February 28, 2021. Mr. Stoecker is the trustee of the Trust and, therefore, may be deemed to hold sole voting and dispositive power over the shares held by the Trust. Mr. Stoecker also
has sole voting and dispositive authority with respect to shares owned by each LLC described above.
|
(3)
|
Consists of (i) 8,262 shares of Class A common stock held by Mr. Anderson and (ii) 50,000 shares of Class A common stock subject to
options held by Mr. Anderson that are exercisable within 60 days of February 28, 2021.
|
(4)
|
Consists of (i) 5,581 shares of Class A common stock held by Mr. Rubin, (ii) 26,234 shares of Class A common stock subject to options
held by Mr. Rubin that are exercisable within 60 days of February 28, 2021, and (iii) 4,863 shares of Class B common stock subject to options held by Mr. Rubin that are exercisable within 60 days of February 28, 2021.
|
(5)
|
Mr. Jones was our President and Chief Revenue Officer through December 31, 2020, following which date he ceased serving in such roles
and terminated employment with us in February 2021. We do not have current holdings information with respect to Mr. Jones.
|
(6)
|
Consists of (i) 1,004 shares of Class A common stock held by Mr. Knudsen and (ii) 21,186 shares of Class A common stock subject to
options held by Mr. Knudsen that are exercisable within 60 days of February 28, 2021.
|
(7)
|
Consists of (i) 14,141 shares of Class A common stock held by Mr. Lal and (ii) 14,692 shares of Class A common stock subject to
options held by Mr. Lal that are exercisable within 60 days of February 28, 2021.
|
(8)
|
Consists of (i) 1,986 shares of Class A common stock held by Mr. Cory and (ii) 105,156 shares of Class B common stock subject to
options held by Mr. Cory that are exercisable within 60 days of February 28, 2021.
|
(9)
|
Based solely on information contained in a Form 4 filed on May 26, 2020 with the SEC by Mr. Horing. Consists of (i) 6,081 shares of
Class A common stock held by Mr. Horing, (ii) 13,139 shares of Class A common stock owned by JPH DE Trust Holdings LLC, (iii) 45,928 shares of Class A common stock owned by JPH Fund VIII LLC, and (iv) 26,618 shares of Class A common stock
owned by JPH Private Investments LLC. Mr. Horing, a director of the Company, controls each of JPH DE Trust Holdings LLC, JPH Fund VIII LLC and JPH Private Investments LLC. By reason of the provisions of Rule 16a-1 under the Exchange Act,
Mr. Horing may be deemed to be the beneficial owner of the securities owned by each of JPH DE Trust Holdings LLC, JPH Fund VIII LLC and JPH Private Investments LLC. The address for Mr. Horing is c/o Insight Partners, 1114 Avenue of the
Americas, 36th Floor, New York, NY 10036.
|
(10)
|
Consists of 79,451 shares of Class B common stock subject to options held by Mr. Maudlin that are exercisable within 60 days of
February 28, 2021.
|
(11)
|
Consists of (i) 255,749 shares of Class A common stock and 7,373,604 shares of Class B common stock, (ii) 361,387 shares of Class A
common stock subject to options that are exercisable within 60 days of February 28, 2021, and (iii) 376,970 shares of Class B common stock subject to options that are exercisable within 60 days of February 28, 2021.
|
(12)
|
Consists of (i) 298,795 shares of Class A common stock held by Ms. Duane Adams, (ii) 29,092 shares of Class A common stock subject to
options held by Ms. Duane Adams that are exercisable within 60 days of February 28, 2021, (iii) 611,414 shares of Class B common stock held by Ms. Duane Adams, and (iv) 172,795 shares of Class B common stock subject to options held by
Ms. Duane Adams that are exercisable within 60 days of February 28, 2021.
|
(13)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group. Of the shares
of Class A common stock beneficially owned, The Vanguard Group reported that it had shared voting power with respect to 41,444 shares, sole dispositive power with respect to 4,687,535 shares and shared dispositive power with respect to
84,686 shares. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.
|
(14)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 16, 2021 by Capital World Investors. Of the
shares of Class A common stock beneficially owned, Capital World Investors reported that it had sole voting power with respect to 4,683,387 shares and sole dispositive power with respect to 4,700,548 shares. Capital World Investors
divisions of Capital Research and Management Company, Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. collectively provide investment
management services under the name Capital World Investors. Capital World Investors is deemed to be the beneficial owner of 4,700,548 shares of Class A common stock. The address for these entities is c/o Capital World Investors, 333 South
Hope Street, 55th Floor, Los Angeles, CA 90071.
|
2021 Proxy Statement
|
(15)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 12, 2021 by Brown Capital Management, LLC, or
Brown Capital. Of the shares of Class A common stock beneficially owned, Brown Capital reported that it had sole voting power with respect to 2,433,723 shares and sole dispositive power with respect to 3,832,957 shares. The address for
this entity is 1201 N. Calvert Street, Baltimore, MD 21202.
|
(16)
|
Based solely on information contained in a Schedule 13G filed with the SEC on February 16, 2021 by Capital Research Global Investors.
Of the shares of Class A common stock beneficially owned, Capital Research Global Investors reported that it had sole voting power with respect to 3,630,811 shares and sole dispositive power with respect to 3,630,811 shares. Capital
Research Global Investors divisions of Capital Research and Management Company, Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K.
collectively provide investment management services under the name Capital Research Global Investors. Capital Research Global Investors is deemed to be the beneficial owner of 3,630,811 shares of Class A common stock. The address for
these entities is c/o Capital Research Global Investors, 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.
|
(17)
|
Based solely on information contained in a Schedule 13G filed with the SEC on February 16, 2021 by Bares Capital Management, Inc., or
Bares Capital, and Brian Bares. Of the shares of Class A common stock beneficially owned, Bares Capital reported that it had shared voting power with respect to 3,359,992 shares and shared dispositive power with respect to 3,359,992
shares, and Brian Bares reported that he had sole voting power with respect to 800 shares, shared voting power with respect to 3,359,992 shares, sole dispositive power with respect to 800 shares and shared dispositive power with respect
to 3,359,992 shares. The address for this entity and individual is Bares Capital Management, Inc., 12600 Hill Country Blvd., Suite R-230, Austin, TX 78738.
|
(18)
|
Based solely on information contained in a Schedule 13G filed with the SEC on February 16, 2021 by Coatue Management, L.L.C., or
Coatue, and Philippe Laffont. Of the shares of Class A common stock beneficially owned, each of Coatue and Philippe Laffont reported that it or he had shared voting power with respect to 3,102,175 shares and shared dispositive power with
respect to 3,102,175 shares. The address for this entity and individual is Coatue Management, L.L.C., 9 West 57th Street, New York, NY 10019.
|
2021 Proxy Statement
|
|
Name
|
| |
Age
|
| |
Position
|
|
|
Executive Officers:
|
| |
|
| |
|
|
|
Mark Anderson
|
| |
58
|
| |
Chief Executive Officer(1)
|
|
|
Kevin Rubin
|
| |
46
|
| |
Chief Financial Officer
|
|
|
Scott Davidson
|
| |
55
|
| |
Chief Operating Officer
|
|
|
Christopher M. Lal
|
| |
48
|
| |
Chief Legal Officer and Corporate Secretary
|
|
|
Suresh Vittal
|
| |
49
|
| |
Chief Product Officer(2)
|
|
|
Key Employees:
|
| |
|
| |
|
|
|
Dean A. Stoecker
|
| |
64
|
| |
Executive Chairman and Former Chief Executive Officer(3)
|
|
|
Olivia Duane Adams
|
| |
58
|
| |
Chief Customer Officer
|
|
|
Sharmila Mulligan
|
| |
55
|
| |
Chief Strategy and Marketing Officer
|
|
(1)
|
Mr. Anderson was appointed our Chief Executive Officer effective as of October 5, 2020.
|
(2)
|
Effective upon Mr. Vittal’s start date, Mr. Knudsen was no longer designated as an “officer” within the meaning of Section 16 of, and
Rule 16a-1(f) of the rules promulgated under, the Exchange Act, or an “executive officer” within the meaning of Item 401(b) of Rule 405 of Regulation S-K promulgated under the Securities Act, and Rule 3b-7 promulgated under the Exchange
Act.
|
(3)
|
Mr. Stoecker resigned as our Chief Executive Officer effective as of October 5, 2020.
|
2021 Proxy Statement
|
2021 Proxy Statement
|
|
Name
|
| |
Position
|
|
|
Dean A. Stoecker
|
| |
Executive Chairman and former Chief Executive Officer(1)
|
|
|
Mark Anderson
|
| |
Chief Executive Officer(2)
|
|
|
Kevin Rubin
|
| |
Chief Financial Officer
|
|
|
Robert S. Jones
|
| |
Former President and Chief Revenue Officer(3)
|
|
|
Derek Knudsen
|
| |
Chief Technology Officer(4)
|
|
|
Christopher M. Lal
|
| |
Chief Legal Officer and Corporate Secretary
|
|
(1)
|
Mr. Stoecker resigned as our Chief Executive Officer and was appointed our Executive Chairman effective as of October 5, 2020.
|
(2)
|
Mr. Anderson was appointed our Chief Executive Officer effective as of October 5, 2020.
|
(3)
|
Mr. Jones was our President and Chief Revenue Officer through December 31, 2020, following which date he ceased serving in such roles
and terminated employment with us in February 2021.
|
(4)
|
Effective upon Mr. Vittal’s start date in February 2021, Mr. Knudsen was no longer designated as an “officer” within the meaning of
Section 16 of, and Rule 16a-1(f) of the rules promulgated under, the Exchange Act, or an “executive officer” within the meaning of Item 401(b) of Rule 405 of Regulation S-K promulgated under the Securities Act, and Rule 3b-7 promulgated
under the Exchange Act.
|
2021 Proxy Statement
|
•
|
Revenue: Total GAAP revenue of $495.3 million,
which represents a 19% increase on a year-over-year basis compared to revenue of $417.9 million for 2019.
|
•
|
Gross Profit: GAAP gross profit for 2020 of
$451.5 million, or a GAAP gross margin of 91%.
|
•
|
Dollar-based Net Expansion Rate: Achieved a
dollar-based net expansion rate (based on annual contract value) at or above 122% in each quarter of 2020.
|
•
|
Annual Recurring Revenue: Annual recurring
revenue of $492.6 million, which represents a 32% increase on a year-over-year basis compared to annual recurring revenue of $372.8 million for 2019.
|
•
|
New Product Category: Announced a new analytics
software category, Analytic Process Automation (APA), which unifies analytics, data science and business process automation. By bringing data, processes and people
together, the Alteryx APA platform helps enable high impact outcomes and rapid upskilling of people across the organization in one end-to-end platform.
|
•
|
Product Innovation: Introduced Alteryx
Analytics Hub and Alteryx Intelligence Suite, the latest innovations to the Alteryx APA platform.
|
•
|
Strategic Alliances: Announced strategic
alliances with PricewaterhouseCoopers LLP, HCL America Solutions Inc., Snowflake Inc., Adobe Inc., UiPath, Inc. and ABBYY Solutions Ltd. to accelerate adoption
of APA and to potentially accelerate business outcomes for joint customers.
|
•
|
Community Engagement: Successfully launched the
Advancing Data & Analytics Potential Together (ADAPT) program, part of our social responsibility initiatives, which offers free data analytics training to thousands
of workers globally who have been impacted by the COVID-19 pandemic.
|
•
|
Best Places to Work: Ranked on the Great Place
to Work UK best in technology list for superior office culture in our London office. Named one of the 2020 Best Places to
Work in Broomfield, Colorado.
|
•
|
Leadership Transition: Appointed Mark Anderson,
a seasoned executive with a proven track record of guiding enterprise technology organizations as they grow and scale, as Chief Executive Officer with a compensation
package primarily consisting of equity awards that serve to align incentives toward achievement of our strategic objectives and align interests with those of our stockholders.
|
•
|
Amendment of Bonus Plan: Amended 2020 Bonus Plan
(as defined below) to reflect transition to annual recurring revenue as a key metric used by investors to assess the health and trajectory of our software subscription business. We believe this shift will ensure better alignment between management and investors. Given the timing of the shift, we eliminated pool funding in excess of the target to continue to manage our compensation program with sound
governance practices and to avoid unintended windfalls.
|
•
|
Equity: Utilized long-term incentives as the
primary way to incentivize employees while aligning the interests of employees and stockholders. We also utilized long-term incentives to retain certain of our named
executive officers during our leadership transition and shift in business strategy.
|
2021 Proxy Statement
|
•
|
an annual base salary of $600,000;
|
•
|
a target annual cash bonus opportunity equal to 100% of his annual base salary, prorated for the number of days he was employed as
Chief Executive Officer in 2020;
|
•
|
an option to purchase 300,000 shares of our Class A common stock, which will vest quarterly over three years, with 1/12th of the total
shares vesting each quarter following October 7, 2020, in each case, subject to Mr. Anderson’s service as Chief Executive Officer on such vesting dates;
|
•
|
an award of RSUs to acquire a number of shares of our Class A common stock equal to $250,000 divided by the average daily closing
price of our Class A common stock on the New York Stock Exchange for the twenty trading days ending on the trading day immediately prior to the date of grant, which will vest on the one year anniversary of October 7, 2020, subject to
Mr. Anderson’s service as Chief Executive Officer on such vesting date; and
|
•
|
a one-time $300,000 lump sum relocation payment.
|
2021 Proxy Statement
|
2021 Proxy Statement
|
|
Element
|
| |
Performance
Period
|
| |
Objective
|
| |
Performance Measured /
Rewarded for 2020
|
| |||
|
Base Salary
|
| |
Annual
|
| |
Recognizes an individual’s role and responsibilities and serves as an important
retention vehicle and provides a stable level of fixed compensation
|
| |
•
|
| |
Reviewed annually and set based on market competitiveness, individual performance and
internal equity considerations
|
|
|
Annual Bonus
|
| |
Annual
|
| |
Rewards achievement of annual financial objectives subject to meeting individual
performance expectations
|
| |
•
|
| |
Annual Recurring Revenue
|
|
|
•
|
| |
Meeting individual performance expectations
|
| |||||||||
|
Stock Options
|
| |
Long-Term
|
| |
Supports the achievement of strong share price growth
|
| |
•
|
| |
Annual grants generally vest 1∕3rd
on first anniversary of vesting commencement date and 1∕36th monthly thereafter
|
|
|
RSUs
|
| |
Long-Term
|
| |
Aligns the interests of management and stockholders and serves as an important
retention vehicle
|
| |
•
|
| |
Annual grants generally vest 1∕3rd
on each of the first three anniversaries of the vesting commencement date
|
|
2021 Proxy Statement
|
|
What We Do
|
| |
✔
|
| |
Stock Ownership Policy that applies to our executive officers and our board of
directors
|
|
|
✔
|
| |
Compensation Recoupment and Forfeiture Policy
|
| |||
|
✔
|
| |
Pay-for-performance philosophy and culture
|
| |||
|
✔
|
| |
Majority of pay is performance-based or variable and not guaranteed
|
| |||
|
✔
|
| |
Responsible use of shares under our long-term incentive program
|
| |||
|
✔
|
| |
Engage an independent compensation consultant
|
| |||
|
✔
|
| |
Annually conduct a Say-on-Pay vote
|
| |||
|
✔
|
| |
Independent and experienced compensation committee
|
| |||
|
✔
|
| |
Assess risks of our compensation program
|
|
|
What We Don’t Do
|
| |
✘
|
| |
No hedging of our stock
|
|
|
✘
|
| |
No pledging of our stock
|
| |||
|
✘
|
| |
No excise tax gross-ups
|
| |||
|
✘
|
| |
No discounted stock option awards
|
| |||
|
✘
|
| |
No supplemental executive retirement plans
|
| |||
|
✘
|
| |
No excessive perquisites
|
| |||
|
✘
|
| |
No employee single trigger accelerated vesting upon a change in control
|
| |||
|
✘
|
| |
No fixed term or evergreen offer letters
|
|
•
|
attract, retain, motivate and reward talented executives;
|
•
|
tie annual compensation incentives to the achievement of specified performance objectives; and
|
•
|
achieve long-term value creation for our stockholders by aligning the interests of these executives with those of our stockholders.
|
2021 Proxy Statement
|
•
|
executive and non-employee director market pay analysis;
|
•
|
reviewing and suggesting changes to the compensation peer group;
|
•
|
development and refinement, including through the provision and use of relevant survey data, of executive and employee pay programs
and governance practices; and
|
•
|
preparing this Compensation Discussion and Analysis and other proxy statement disclosures.
|
2021 Proxy Statement
|
•
|
Industry: U.S.-based enterprise software companies with an emphasis on software-as-a-service
(SaaS) and cloud solutions that have recently gone public;
|
•
|
Revenue: Between $160 million and $800 million;
|
•
|
Market capitalization: Generally, between $2 billion and $18 billion; and
|
•
|
Growth companies: An emphasis on companies with strong year-over-year revenue growth.
|
|
Anaplan
|
| |
Five9
|
| |
Okta
|
| |
Rapid7
|
|
|
AppFolio
|
| |
Guidewire Software
|
| |
Paycom Software
|
| |
The Trade Desk
|
|
|
BlackLine
|
| |
HubSpot
|
| |
Paylocity Holding
|
| |
RingCentral
|
|
|
Cloudera
|
| |
MongoDB
|
| |
Q2 Holdings
|
| |
Zendesk
|
|
|
Coupa Software
|
| |
New Relic
|
| |
Qualys
|
| |
|
|
•
|
Removed: Guidewire Software and Rapid7
|
•
|
Added: Slack Technologies and Zscaler
|
2021 Proxy Statement
|
•
|
each executive officer’s position and specific responsibilities;
|
•
|
individual performance;
|
•
|
level of experience;
|
•
|
achievement of corporate and strategic goals; and
|
•
|
a review of competitive salary and total compensation market data for comparable positions at peer companies.
|
|
Executive
|
| |
2019
|
| |
2020
|
| |
% Increase
|
|
|
Dean A. Stoecker (1)
|
| |
$475,000
|
| |
$500,000
|
| |
5.3%
|
|
|
Mark Anderson (2)
|
| |
—
|
| |
$600,000
|
| |
—
|
|
|
Kevin Rubin
|
| |
$376,000
|
| |
$387,300
|
| |
3.0%
|
|
|
Robert S. Jones
|
| |
$381,000
|
| |
$392,400
|
| |
3.0%
|
|
|
Derek Knudsen
|
| |
$334,000
|
| |
$344,000
|
| |
3.0%
|
|
|
Christopher M. Lal
|
| |
$325,500
|
| |
$341,800
|
| |
5.0%
|
|
(1)
|
Mr. Stoecker was appointed Executive Chairman and ceased serving as Chief Executive Officer effective October 5, 2020. In connection
with this change in role, Mr. Stoecker’s annualized salary remained at $500,000 through December 31, 2020.
|
(2)
|
Mr. Anderson’s base salary was established in connection with his appointment as our Chief Executive Officer effective October 5,
2020.
|
•
|
hold executives accountable;
|
•
|
align the interests of our company, executives and investors;
|
•
|
enable us to achieve and exceed financial goals;
|
•
|
attract and retain the top talent in the industry; and
|
•
|
recognize and reward individuals for contributing to our company’s success.
|
2021 Proxy Statement
|
|
Executive
|
| |
Target Annual Incentive
(as % of base salary)
|
|
|
Dean A. Stoecker (1)
|
| |
100%
|
|
|
Mark Anderson (2)
|
| |
100%
|
|
|
Kevin Rubin
|
| |
70%
|
|
|
Robert Scott Jones
|
| |
100%
|
|
|
Derek Knudsen
|
| |
50%
|
|
|
Christopher M. Lal
|
| |
55%
|
|
(1)
|
Mr. Stoecker was appointed Executive Chairman and ceased serving as Chief Executive Officer effective
|
(2)
|
Mr. Anderson’s annual incentive target was established in connection with his appointment as our Chief
|
|
2020 Bonus Plan (Pre-Amendment)
|
| |||
|
Target Achievement
|
| |
Pool Funding
|
|
|
< 80%
|
| |
0%
|
|
|
100%
|
| |
100%
|
|
|
110%
|
| |
150%
|
|
|
≥ 115%
|
| |
200%
|
|
2021 Proxy Statement
|
|
2020 Bonus Plan (As Amended)
|
| |||
|
Target Achievement
|
| |
Pool Funding
|
|
|
< 80%
|
| |
0%
|
|
|
≥ 100%
|
| |
100%
|
|
|
|
| |
|
| |
Opportunity
|
| |
Actual
|
| ||||||
|
Executive
|
| |
2020 Base
Salary
|
| |
Target Bonus
Percentage
(as % of base
salary)
|
| |
Target Bonus
($)
|
| |
2020 Earned
Award
|
| |
As a % of
Target
|
|
|
Dean A. Stoecker
|
| |
$500,000
|
| |
100%
|
| |
$500,000
|
| |
$480,000
|
| |
96%
|
|
|
Mark Anderson
|
| |
$600,000
|
| |
100%
|
| |
$600,000
|
| |
$138,871(1)
|
| |
96%
|
|
|
Kevin Rubin
|
| |
$387,300
|
| |
70%
|
| |
$271,110
|
| |
$260,266
|
| |
96%
|
|
|
Robert Scott Jones
|
| |
$392,400
|
| |
100%
|
| |
$392,400
|
| |
$376,704
|
| |
96%
|
|
|
Derek Knudsen
|
| |
$344,000
|
| |
50%
|
| |
$172,000
|
| |
$165,120
|
| |
96%
|
|
|
Christopher M. Lal
|
| |
$341,800
|
| |
55%
|
| |
$187,990
|
| |
$180,470
|
| |
96%
|
|
(1)
|
Mr. Anderson’s bonus payment was prorated for the number of days he was employed as Chief Executive Officer in 2020.
|
2021 Proxy Statement
|
2021 Proxy Statement
|
|
Executive
|
| |
Stock Options
(#)
|
| |
RSUs
(#)
|
|
|
Dean A. Stoecker
|
| |
50,505
|
| |
23,143
|
|
|
Mark Anderson
|
| |
300,000
|
| |
3,602(1)
|
|
|
Kevin Rubin (2)
|
| |
48,330
|
| |
22,473
|
|
|
Robert S. Jones
|
| |
24,864
|
| |
11,393
|
|
|
Derek Knudsen
|
| |
10,878
|
| |
4,984
|
|
|
Christopher M. Lal (3)
|
| |
33,515
|
| |
15,575
|
|
(1)
|
Mr. Anderson was granted (i) 1,375 RSUs on May 20, 2020, consistent with the Annual Award for non-employee directors and (ii) 2,227
RSUs upon his appointment as Chief Executive Officer.
|
(2)
|
In November 2020, Mr. Rubin was granted 12,682 RSUs and 26,963 options to purchase shares of our Class A common stock in order to
provide additional retentive value in light of the changes to the executive leadership team in late 2020 and shift in business strategy. The balance of the RSUs and stock options indicated in the above table were granted in February 2020
as part of the compensation committee’s annual evaluation of executive officer compensation and grant cycle.
|
(3)
|
In November 2020, Mr. Lal was granted 8,454 RSUs and 17,975 options to purchase shares of our Class A common stock in order to provide
additional retentive value in light of the changes to the executive leadership team in late 2020 and shift in business strategy. The balance of the RSUs and stock options indicated in the above table were granted in February 2020 as part
of the compensation committee’s annual evaluation of executive officer compensation and grant cycle.
|
2021 Proxy Statement
|
|
Position
|
| |
Multiple
|
|
|
Chief Executive Officer
|
| |
5x Annual Base Salary
|
|
|
Other C-Level Officers
|
| |
3x Annual Base Salary
|
|
|
Non-Employee Directors(1)
|
| |
1x Annual Cash Retainer
|
|
(1)
|
As Mr. Stoecker is our Executive Chairman and no longer a “C-Level” officer, Mr. Stoecker is subject to the Non-Employee Director
ownership requirement.
|
•
|
hedging their interest in our shares by selling short or trading or purchasing “put” or “call” options on our capital stock or
engaging in similar transactions; and
|
•
|
pledging any shares of our capital stock without prior clearance from our Corporate Compliance Officer as outlined in our Insider
Trading Policy.
|
2021 Proxy Statement
|
2021 Proxy Statement
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)(1)
|
| |
Stock
Awards
($)(2)
|
| |
Option
Awards
($)(2)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(3)
|
| |
All Other
Compensation
($)(4)
|
| |
Total
($)
|
|
|
Dean A. Stoecker
Executive Chairman, Chairman of the Board of Directors and Former Chief Executive Officer
|
| |
2020
|
| |
500,000
|
| |
—
|
| |
3,546,896
|
| |
3,249,990
|
| |
480,000
|
| |
8,550
|
| |
7,785,436
|
|
|
2019
|
| |
475,000
|
| |
—
|
| |
2,765,417
|
| |
2,564,844
|
| |
712,500
|
| |
8,400
|
| |
6,526,161
|
| |||
|
2018
|
| |
450,000
|
| |
—
|
| |
1,751,992
|
| |
1,779,582
|
| |
555,000
|
| |
7,626
|
| |
4,544,200
|
| |||
|
Mark Anderson
Chief Executive Officer (5)
|
| |
2020
|
| |
145,769
|
| |
300,000
|
| |
513,672
|
| |
19,684,951
|
| |
138,871
|
| |
28,500
|
| |
20,811,763
|
|
|
Kevin Rubin
Chief Financial Officer
|
| |
2020
|
| |
387,300
|
| |
—
|
| |
3,020,380
|
| |
2,875,047
|
| |
260,266
|
| |
8,550
|
| |
6,551,543
|
|
|
2019
|
| |
376,000
|
| |
—
|
| |
1,211,274
|
| |
1,311,418
|
| |
300,000
|
| |
8,400
|
| |
3,207,092
|
| |||
|
2018
|
| |
365,000
|
| |
—
|
| |
875,982
|
| |
889,785
|
| |
270,000
|
| |
5,128
|
| |
2,405,895
|
| |||
|
Robert S. Jones
Former President and Chief Revenue Officer
|
| |
2020
|
| |
392,400
|
| |
—
|
| |
1,746,091
|
| |
1,599,995
|
| |
376,704
|
| |
8,550
|
| |
4,123,740
|
|
|
2019
|
| |
381,000
|
| |
—
|
| |
1,211,274
|
| |
1,123,407
|
| |
507,699
|
| |
8,400
|
| |
3,231,780
|
| |||
|
2018
|
| |
370,000
|
| |
—
|
| |
875,982
|
| |
889,785
|
| |
455,703
|
| |
8,607
|
| |
2,600,077
|
| |||
|
Derek Knudsen
Chief Technology Officer
|
| |
2020
|
| |
344,000
|
| |
—
|
| |
763,848
|
| |
699,998
|
| |
165,120
|
| |
8,150
|
| |
1,981,116
|
|
|
2019
|
| |
334,000
|
| |
—
|
| |
691,337
|
| |
641,211
|
| |
200,000
|
| |
8,400
|
| |
1,874,948
|
| |||
|
Christopher M. Lal
Chief Legal Officer and Corporate Secretary
|
| |
2020
|
| |
341,800
|
| |
—
|
| |
2,104,492
|
| |
2,000,034
|
| |
180,470
|
| |
8,550
|
| |
4,635,346
|
|
|
2018
|
| |
310,000
|
| |
—
|
| |
383,242
|
| |
389,286
|
| |
191,000
|
| |
6,279
|
| |
1,279,807
|
|
(1)
|
Mr. Anderson received a one-time relocation payment in the amount of $300,000.
|
(2)
|
The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs and stock options
granted to our named executive officers during the years ended December 31, 2018, 2019 and 2020, as applicable, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and stock
options reported in the Stock Awards and Option Awards columns are set forth in Note 2 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2020. Note that the amounts
reported in these columns reflect the accounting cost for these RSUs and stock options and do not correspond to the actual economic value that may be received by our named executive officers from the RSUs and stock options.
|
(3)
|
The amounts reported represent amounts earned under our 2020 Bonus Plan. Payments for the year ended December 31, 2020 are described
in greater detail in the sections titled “—Compensation Discussion and Analysis—2020 Earned Cash Bonuses” and “—Offer Letters”.
|
(4)
|
The amounts reported represent our matching contributions on the named executive officer’s behalf under our 401(k) plan.
|
(5)
|
The amounts reported under the Stock Awards column for Mr. Anderson include (i) $193,696 in grant date fair value of RSUs that were
granted to Mr. Anderson in May 2020 pursuant to the non-employee director compensation policy and (ii) $319,975 in grant date fair value of RSUs that were granted to Mr. Anderson in October 2020 in connection with Mr. Anderson’s
appointment as our Chief Executive Officer. The amounts reported under the All Other Compensation column for Mr. Anderson include $27,000 in director fees paid to Mr. Anderson pursuant to the non-employee director compensation policy
prior to October 5, 2020, the effective date of his appointment as our Chief Executive Officer.
|
2021 Proxy Statement
|
|
Name
|
| |
Type of
Award
|
| |
Grant Date
|
| |
Estimated Future
Payouts Under Non-
Equity Incentive Plan
Awards(1)
|
| |
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
|
| |
All Other
Stock
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
|
| |
Exercise
or Base
Price of
Option
Awards
($/Share)
|
| |
Grant Date
Fair Value of
Stock and
Option
Awards
($)(2)
|
| |||
|
Target
($)
|
| |
Maximum
($)
|
| |||||||||||||||||||||
|
Dean A. Stoecker
|
| |
Cash
|
| |
N/A
|
| |
500,000
|
| |
500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
Options(3)
|
| |
02/19/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
50,505
|
| |
153.26
|
| |
3,249,990
|
|
|
|
| |
RSUs (4)
|
| |
02/19/2020
|
| |
—
|
| |
—
|
| |
23,143
|
| |
—
|
| |
—
|
| |
3,546,896
|
|
|
Mark Anderson
|
| |
Cash
|
| |
N/A
|
| |
600,000
|
| |
600,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
RSUs(5)
|
| |
05/20/2020
|
| |
—
|
| |
—
|
| |
1,375
|
| |
—
|
| |
—
|
| |
193,696
|
|
|
|
| |
Options(6)
|
| |
10/07/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
300,000
|
| |
143.68
|
| |
19,684,951
|
|
|
|
| |
RSUs(7)
|
| |
10/07/2020
|
| |
—
|
| |
—
|
| |
2,227
|
| |
—
|
| |
—
|
| |
319,975
|
|
|
Kevin Rubin
|
| |
Cash
|
| |
N/A
|
| |
271,110
|
| |
271,110
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
Options(3)
|
| |
02/19/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
21,367
|
| |
153.26
|
| |
1,374,964
|
|
|
|
| |
RSUs(4)
|
| |
02/19/2020
|
| |
—
|
| |
—
|
| |
9,791
|
| |
—
|
| |
—
|
| |
1,500,569
|
|
|
|
| |
Options(3)
|
| |
11/30/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
26,963
|
| |
119.84
|
| |
1,500,083
|
|
|
|
| |
RSUs(4)
|
| |
11/30/2020
|
| |
—
|
| |
—
|
| |
12,682
|
| |
—
|
| |
—
|
| |
1,519,811
|
|
|
Robert S. Jones
|
| |
Cash
|
| |
N/A
|
| |
392,400
|
| |
392,400
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
Options(3)
|
| |
02/19/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
24,864
|
| |
153.26
|
| |
1,599,995
|
|
|
|
| |
RSUs(4)
|
| |
02/19/2020
|
| |
—
|
| |
—
|
| |
11,393
|
| |
—
|
| |
—
|
| |
1,746,091
|
|
|
Derek Knudsen
|
| |
Cash
|
| |
N/A
|
| |
172,000
|
| |
172,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
Options(3)
|
| |
02/19/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
10,878
|
| |
153.26
|
| |
699,998
|
|
|
|
| |
RSUs(4)
|
| |
02/19/2020
|
| |
—
|
| |
—
|
| |
4,984
|
| |
—
|
| |
—
|
| |
763,848
|
|
|
Christopher M. Lal
|
| |
Cash
|
| |
N/A
|
| |
187,990
|
| |
187,990
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
Options(3)
|
| |
02/19/2020
|
| |
—
|
| |
|
| |
—
|
| |
15,540
|
| |
153.26
|
| |
999,997
|
|
|
|
| |
RSUs(4)
|
| |
02/19/2020
|
| |
—
|
| |
—
|
| |
7,121
|
| |
—
|
| |
—
|
| |
1,091,364
|
|
|
|
| |
Options(3)
|
| |
11/30/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
17,975
|
| |
119.84
|
| |
1,000,037
|
|
|
|
| |
RSUs(4)
|
| |
11/30/2020
|
| |
—
|
| |
—
|
| |
8,454
|
| |
—
|
| |
—
|
| |
1,013,127
|
|
(1)
|
Reflects target and maximum target bonus amounts for 2020 performance under our 2020 Bonus Plan, as described in “—Compensation
Discussion and Analysis—2020 Earned Cash Bonuses”. There are no threshold or minimum bonus amounts for any named executive officer established under the 2020 Bonus Plan. These amounts do not necessarily correspond to the actual amounts
that were received by our named executive officers. Mr. Anderson’s actual bonus was pro-rated based on the number of days he was employed as Chief Executive Officer during the year ended December 31, 2020.
|
(2)
|
The amounts reported in this column represent the grant date fair value of each award as computed in accordance with ASC 718. The
assumptions used in calculating the grant date fair value of the RSUs and stock options reported in this column are set forth in Note 2 to the audited consolidated financial statements included in our annual report on Form 10-K for the
year ended December 31, 2020. Note that the amounts reported in these columns reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by our named executive officers from the
awards.
|
(3)
|
The stock option vests at a rate of 1/3rd of the total number of shares of Class A common stock underlying the stock option on the
one-year anniversary of the vesting commencement date, and vests at a rate of 1/36th of the total number of shares of Class A common stock underlying the stock option each month following such one-year anniversary. The stock option is
subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
|
(4)
|
The RSUs vest at a rate of 1/3rd of the total number of RSUs on the one-year anniversary of the vesting commencement date, and vest at
a rate of 1/3rd of the total number of RSUs on each yearly anniversary thereafter. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
|
2021 Proxy Statement
|
(5)
|
These RSUs were granted to Mr. Anderson in his capacity as a member of our board of directors, prior to his appointment as our Chief
Executive Officer, and vest in accordance with the vesting schedule described above under “Proposal No. 1 Election of Directors—Non-Employee Director Equity Compensation—Annual Award.”
|
(6)
|
The stock option vests at a rate of 1/12th of the total number of shares of Class A common stock underlying the stock option on each
quarterly anniversary of the grant date. The stock option is subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
|
(7)
|
The RSUs vest in full on the one-year anniversary of the grant date. The RSUs are subject to acceleration upon certain events as
described in “—Potential Payments upon Termination or Change in Control.”
|
2021 Proxy Statement
|
|
|
| |
Option Awards(1)
|
| |
Stock Awards
|
| |||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or Units
of Stock That
Have Not Vested
(#)
|
| |
Market Value of
Shares or Units
of Stock That
Have Not Vested
($)(2)
|
|
|
Dean A. Stoecker
|
| |
11/29/2016 (3)
|
| |
187,500
|
| |
—
|
| |
12.30
|
| |
11/29/2026
|
| |
—
|
| |
—
|
|
|
01/05/2018 (4)
|
| |
111,906
|
| |
41,565
|
| |
27.09
|
| |
01/05/2028
|
| |
—
|
| |
—
|
| |||
|
01/05/2018 (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
32,336
|
| |
3,938,201
|
| |||
|
03/04/2019 (6)
|
| |
59,790
|
| |
33,794
|
| |
68.26
|
| |
03/04/2029
|
| |
—
|
| |
—
|
| |||
|
03/04/2019 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
27,009
|
| |
3,289,426
|
| |||
|
02/19/2020 (6)
|
| |
—
|
| |
50,505
|
| |
153.26
|
| |
02/19/2030
|
| |
—
|
| |
—
|
| |||
|
02/19/2020 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
23,143
|
| |
2,818,586
|
| |||
|
Mark Anderson
|
| |
10/05/2018 (8)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,009
|
| |
244,676
|
|
|
05/20/2020 (9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,375
|
| |
167,461
|
| |||
|
10/07/2020 (10)
|
| |
—
|
| |
300,000
|
| |
143.68
|
| |
10/07/2030
|
| |
—
|
| |
—
|
| |||
|
10/07/2020 (11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,227
|
| |
271,226
|
| |||
|
Kevin Rubin
|
| |
11/29/2016 (3)
|
| |
6,863
|
| |
—
|
| |
12.30
|
| |
11/29/2026
|
| |
—
|
| |
—
|
|
|
01/05/2018 (4)
|
| |
4,787
|
| |
20,782
|
| |
27.09
|
| |
01/05/2028
|
| |
—
|
| |
—
|
| |||
|
01/05/2018 (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
16,168
|
| |
1,969,101
|
| |||
|
03/04/2019 (6)
|
| |
3,686
|
| |
14,802
|
| |
68.26
|
| |
03/04/2029
|
| |
—
|
| |
—
|
| |||
|
03/04/2019 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,830
|
| |
1,440,776
|
| |||
|
05/02/2019 (6)
|
| |
2,757
|
| |
2,206
|
| |
95.46
|
| |
05/02/2029
|
| |
—
|
| |
—
|
| |||
|
02/19/2020 (6)
|
| |
—
|
| |
21,367
|
| |
153.26
|
| |
02/19/2030
|
| |
—
|
| |
—
|
| |||
|
02/19/2020 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,791
|
| |
1,192,446
|
| |||
|
11/30/2020 (6)
|
| |
—
|
| |
26,963
|
| |
119.84
|
| |
11/30/2030
|
| |
—
|
| |
—
|
| |||
|
11/30/2020 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,682
|
| |
1,544,541
|
| |||
|
Robert S. Jones (12)
|
| |
02/07/2017 (3)
|
| |
—
|
| |
4,166
|
| |
13.84
|
| |
02/07/2027
|
| |
—
|
| |
—
|
|
|
01/05/2018 (4)
|
| |
—
|
| |
20,782
|
| |
27.09
|
| |
01/05/2028
|
| |
—
|
| |
—
|
| |||
|
01/05/2018 (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
16,168
|
| |
1,969,101
|
| |||
|
03/04/2019 (6)
|
| |
—
|
| |
14,802
|
| |
68.26
|
| |
03/04/2029
|
| |
—
|
| |
—
|
| |||
|
03/04/2019 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,830
|
| |
1,440,776
|
| |||
|
02/19/2020 (6)
|
| |
—
|
| |
24,864
|
| |
153.26
|
| |
02/19/2030
|
| |
—
|
| |
—
|
| |||
|
02/19/2020 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,393
|
| |
1,387,553
|
| |||
|
Christopher M. Lal
|
| |
11/29/2016 (3)
|
| |
1,405
|
| |
—
|
| |
12.30
|
| |
11/29/2026
|
| |
—
|
| |
—
|
|
|
01/05/2018 (4)
|
| |
3,497
|
| |
9,092
|
| |
27.09
|
| |
01/05/2028
|
| |
—
|
| |
—
|
| |||
|
01/05/2018 (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7,073
|
| |
861,421
|
| |||
|
03/04/2019 (6)
|
| |
890
|
| |
6,476
|
| |
68.26
|
| |
03/04/2029
|
| |
—
|
| |
—
|
| |||
|
03/04/2019 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,175
|
| |
630,263
|
| |||
|
02/19/2020 (6)
|
| |
—
|
| |
15,540
|
| |
153.26
|
| |
02/19/2030
|
| |
—
|
| |
—
|
| |||
|
02/19/2020 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7,121
|
| |
867,267
|
| |||
|
11/30/2020 (6)
|
| |
—
|
| |
17,975
|
| |
119.84
|
| |
11/30/2030
|
| |
—
|
| |
—
|
| |||
|
11/30/2020 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,454
|
| |
1,029,613
|
|
2021 Proxy Statement
|
|
|
| |
Option Awards(1)
|
| |
Stock Awards
|
| |||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or Units
of Stock That
Have Not Vested
(#)
|
| |
Market Value of
Shares or Units
of Stock That
Have Not Vested
($)(2)
|
|
|
Derek Knudsen
|
| |
09/05/2018 (4)
|
| |
4,379
|
| |
8,988
|
| |
57.58
|
| |
09/05/2028
|
| |
—
|
| |
—
|
|
|
09/05/2018 (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,342
|
| |
528,812
|
| |||
|
03/04/2019 (6)
|
| |
7,962
|
| |
8,449
|
| |
68.26
|
| |
03/04/2029
|
| |
—
|
| |
—
|
| |||
|
03/04/2019 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,752
|
| |
822,326
|
| |||
|
02/19/2020 (6)
|
| |
—
|
| |
10,878
|
| |
153.26
|
| |
02/19/2030
|
| |
—
|
| |
—
|
| |||
|
02/19/2020 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,984
|
| |
607,001
|
|
(1)
|
Outstanding equity awards with a grant date prior to March 22, 2017, the date our 2017 Plan became effective, were granted under our
Amended and Restated 2013 Stock Plan, or 2013 Plan, and outstanding equity awards with a grant date on or after March 22, 2017 were granted under our 2017 Plan.
|
(2)
|
The market price for our Class B common stock is based on the last reported sale price of our Class A common stock on December 31,
2020.
|
(3)
|
The stock option vests at a rate of 1/4th of the total number of shares of Class B common stock underlying the stock option on the
one-year anniversary of the vesting commencement date and vests at a rate of 1/48th of the shares of the total number of Class B common stock underlying the stock option each month following such one-year anniversary. The stock option is
subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
|
(4)
|
The stock option vests at a rate of 1/4th of the total number of shares of Class A common stock underlying the stock option on the
one-year anniversary of the vesting commencement date, and vests at a rate of 1/48th of the total number of shares of Class A common stock underlying the stock option each month following such one-year anniversary. The stock option is
subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
|
(5)
|
The RSUs vest at a rate of 1/4th of the total number of RSUs on the one-year anniversary of the vesting commencement date, and vest at
a rate of 1/4th of the total number of RSUs on each yearly anniversary thereafter. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
|
(6)
|
The stock option vests at a rate of 1/3rd of the total number of shares of Class A common stock underlying the stock option on the
one-year anniversary of the vesting commencement date, and vests at a rate of 1/36th of the total number of shares of Class A common stock underlying the stock option each month following such one-year anniversary. The stock option is
subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
|
(7)
|
The RSUs vest at a rate of 1/3rd of the total number of RSUs on the one-year anniversary of the vesting commencement date, and vest at
a rate of 1/3rd of the total number of RSUs on each yearly anniversary thereafter. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
|
(8)
|
The RSUs were granted in connection with Mr. Anderson’s service on our board of directors prior to his appointment as Chief Executive
Officer. The RSUs vest in accordance with the vesting schedule described under “—Non-Employee Director Equity Compensation—Initial Award.”
|
(9)
|
The RSUs were granted in connection with Mr. Anderson’s service on our board of directors prior to his appointment as Chief Executive
Officer. The RSUs vest in accordance with the vesting schedule described under “—Non-Employee Director Equity Compensation—Annual Award.”
|
(10)
|
The stock option vests at a rate of 1/12th of the total number of shares of Class A common stock underlying the stock option on each
quarterly anniversary of the grant date. The stock option is subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
|
(11)
|
The RSUs vest in full on the one-year anniversary of the grant date. The RSUs are subject to acceleration upon certain events as
described in “—Potential Payments upon Termination or Change in Control.”
|
(12)
|
Mr. Jones ceased serving as our President and Chief Revenue Officer as of December 31, 2020 and continued to provide transition
services through February 12, 2021. Mr. Jones’s equity awards set forth in this Outstanding Equity Awards at Fiscal Year-End Table continued to vest through February 12, 2021, the final day of his transition period. After February 12,
2021, all of Mr. Jones’s then-unvested equity awards were forfeited.
|
2021 Proxy Statement
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise
(#)
|
| |
Value Realized on
Exercise
($)(1)(2)
|
| |
Number of Shares
Acquired on Vesting
(#)
|
| |
Value Realized on
Vesting
($)(3)
|
|
|
Dean A. Stoecker
|
| |
—
|
| |
—
|
| |
53,110
|
| |
5,768,927
|
|
|
Mark Anderson (4)
|
| |
—
|
| |
—
|
| |
3,994
|
| |
507,435
|
|
|
Kevin Rubin
|
| |
170,824
|
| |
19,523,853
|
| |
21,186
|
| |
2,259,367
|
|
|
Robert S. Jones
|
| |
95,368
|
| |
9,047,521
|
| |
13,999
|
| |
1,400,880
|
|
|
Derek Knudsen
|
| |
14,161
|
| |
1,277,960
|
| |
5,547
|
| |
602,373
|
|
|
Christopher M. Lal
|
| |
63,846
|
| |
6,740,752
|
| |
10,500
|
| |
1,135,523
|
|
(1)
|
These values assume that the fair market value of the Class B common stock underlying certain of the stock options, which is not
listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at
any time at the option of the holder or upon certain transfers of such shares.
|
(2)
|
The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the
shares of our Class B common stock, assumed to be equal to our Class A common stock as described in footnote (1) above, on the date of exercise and the aggregate exercise price of the stock option.
|
(3)
|
These values assume that the fair market value of the Class B common stock underlying certain of the RSUs, which is not listed or
approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at
the option of the holder or upon certain transfers of such shares. The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price on the New York Stock Exchange of a share of Class A common stock on
the date prior to the day of vesting.
|
(4)
|
The RSUs that vested with respect to Mr. Anderson were granted to him in his capacity as a director prior to joining us as our Chief
Executive Officer.
|
2021 Proxy Statement
|
2021 Proxy Statement
|
2021 Proxy Statement
|
|
|
| |
Upon Qualifying Termination - No Change in Control
|
| |
Upon Qualifying Termination - Change in Control
|
| |||||||||||||||||||||
|
Name
|
| |
Cash
Severance
($)(1)
|
| |
Continuation
of Medical
Benefits ($)
|
| |
Value of
Accelerated
Vesting ($)(2)
|
| |
Total ($)
|
| |
Cash
Severance
($)(1)
|
| |
Continuation
of Medical
Benefits ($)
|
| |
Value of
Accelerated
Vesting ($)(2)
|
| |
100% Target
Bonus ($)
|
| |
Total ($)
|
|
|
Dean A. Stoecker (3)
|
| |
500,000
|
| |
12,890
|
| |
—
|
| |
512,890
|
| |
750,000
|
| |
19,335
|
| |
17,906,904
|
| |
500,000
|
| |
19,176,240
|
|
|
Mark Anderson
|
| |
600,000
|
| |
19,326
|
| |
—
|
| |
619,326
|
| |
900,000
|
| |
28,990
|
| |
638,364
|
| |
600,000
|
| |
2,212,353
|
|
|
Kevin Rubin
|
| |
290,475
|
| |
20,759
|
| |
—
|
| |
311,234
|
| |
387,300
|
| |
27,679
|
| |
9,017,931
|
| |
271,110
|
| |
9,704,020
|
|
|
Robert S. Jones (4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
294,300
|
| |
14,495
|
| |
—
|
| |
376,704
|
| |
685,499
|
|
|
Derek Knudsen
|
| |
258,000
|
| |
6,409
|
| |
—
|
| |
264,409
|
| |
344,000
|
| |
8,545
|
| |
3,012,881
|
| |
172,000
|
| |
3,537,426
|
|
|
Christopher M. Lal
|
| |
256,350
|
| |
—
|
| |
—
|
| |
256,350
|
| |
341,800
|
| |
—
|
| |
4,631,287
|
| |
187,990
|
| |
5,161,077
|
|
(1)
|
The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2020.
|
(2)
|
The value of accelerated vesting is calculated based on the per share closing price of our Class A common stock on the New York Stock
Exchange as of December 31, 2020 ($121.79) less, if applicable, the exercise price of each outstanding stock option. Accelerated vesting occurs only in the event of a qualifying termination during a change in control period.
|
(3)
|
The amounts set forth herein for Mr. Stoecker reflect the terms of his Severance and Change in Control Agreement, which terminated on
December 31, 2020.
|
(4)
|
The amounts set forth herein for Mr. Jones reflect the actual payments and benefits that were provided to Mr. Jones in accordance with
his separation agreement, whether or not in connection with a change in control, which was effective as of December 31, 2020. Of the total bonus amount, $192,505 was previously paid as the First Half Advance and $184,199 was paid in March
2021. For a description of the separation compensation under the separation agreement, please see the applicable disclosure in this section “—Potential Payments upon Termination or Change in Control.”
|
2021 Proxy Statement
|
•
|
any breach of the director’s duty of loyalty to us or our stockholders;
|
•
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
|
•
|
any transaction from which the director derived an improper personal benefit.
|
2021 Proxy Statement
|
2021 Proxy Statement
|
|
Plan category
|
| |
Number of
securities
to be issued upon
exercise
of outstanding
securities (#)
|
| |
Weighted-average
exercise price
of outstanding
options ($) (1)
|
| |
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column(a))(#)
|
|
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
|
|
Equity compensation plans approved by
security holders (2)
|
| |
4,030,978(3)
|
| |
60.22
|
| |
14,005,764(4)
|
|
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
4,030,978
|
| |
60.22
|
| |
14,005,764
|
|
(1)
|
The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since
RSUs have no exercise price.
|
(2)
|
Includes the 2013 Plan and 2017 Plan and excludes purchase rights accruing under the 2017 Employee Stock Purchase Plan, or the 2017
ESPP.
|
(3)
|
Includes 803,285 shares subject to outstanding awards granted under the 2013 Plan, of which 803,285 shares were subject to outstanding
options and no shares were subject to outstanding RSU awards, and 3,227,693 shares subject to outstanding awards granted under the 2017 Plan, of which 1,267,240 shares were subject to outstanding options and 1,960,453 shares were subject
to outstanding RSU awards.
|
(4)
|
There are no shares of common stock available for issuance under our 2013 Plan, but that plan will continue to govern the terms of
options and RSUs granted thereunder. Any shares of Class B common stock that are subject to outstanding awards under the 2013 Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason
without having been exercised in full will generally be available for future grant and issuance as shares of Class A common stock under our 2017 Plan. In addition, the number of shares reserved for issuance under our 2017 Plan increased
automatically by 3,336,529 shares on January 1, 2021 and will increase automatically on the first day of January of each of 2022 through 2027 by the number of shares equal to 5% of the total issued and outstanding shares of our Class A
common stock and Class B common stock as of the immediately preceding December 31 or a lower number approved by our board of directors. As of December 31, 2020, there were 2,584,560 shares of Class A common stock available for issuance
under the 2017 ESPP. The number of shares reserved for issuance under our 2017 ESPP increased automatically by 667,305 shares on January 1, 2021 and will increase automatically on the first day of January of each year during the term of
the 2017 ESPP by the number of shares equal to 1% of the total outstanding shares of our Class A common stock and Class B common stock as of the immediately preceding December 31 or a lower number approved by our board of directors.
|
2021 Proxy Statement
|
2021 Proxy Statement
|
2021 Proxy Statement
|
2021 Proxy Statement
|
2021 Proxy Statement
|
2021 Proxy Statement
|
|
|
| |
By Order of the Board of Directors,
|
|
|
|
| |
|
|
|
|
| |
Christopher M. Lal
|
|
|
|
| |
Chief Legal Officer and Corporate Secretary
|
|
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