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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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901 Mariners Island Blvd., Suite 200500
San Mateo, California 94404

NOTICE OF 20142015 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Thursday,Monday, June 12, 20141, 2015

Dear Marketo Stockholders:

        We are pleased to invite you to attend our 20142015 Annual Meeting of Stockholders towhich will be held on June 12, 20141, 2015 at 10:00 a.m. Pacific Time at the Crowne Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404.

        At the Annual Meeting, we will ask you to consider the following proposals:

•

To elect two Class III directors;



•

To ratify the appointment of KPMG LLP as our independent registered public accountantsaccounting firm for the fiscal year ending December 31, 2014;2015; and



•

To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

        Stockholders of record as of April 23, 20149, 2015 may vote at the Annual Meeting or any postponementspostponement or adjournmentsadjournment of the meeting.

        This noticeNotice of annual meeting, proxy statement,2015 Annual Meeting of Stockholders, Proxy Statement, and formForm of proxyProxy are first being made availablemailed to stockholders on or about April 25, 2014.17, 2015.

        Your vote is important. Whether or not you plan to attend the meeting in person, we would like for your shares to be represented. Please vote as soon as possible.

San Mateo, California
April 25, 201417, 2015

        Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Beto be Held on June 12, 20141, 2015: This Proxy Statement, along with the 20142015 Annual Report to Stockholders, is available at the following website: http://investors.marketo.com/annuals.cfm.

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PROXY STATEMENT

20142015 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Thursday,Monday, June 12, 20141, 2015

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GENERAL INFORMATION

Q:

Why am I receiving these materials?

A:

This Proxy Statement is furnished to you by the Board of Directors of Marketo, Inc. (the "Board of Directors") and contains information related to the 20142015 Annual Meeting of Stockholders to(the "Annual Meeting") which will be held on Thursday,Monday, June 12, 20141, 2015 beginning at 10:00 a.m. Pacific Time at the Crowne Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404, and at any postponementspostponement or adjournmentsadjournment thereof. References in this Proxy Statement to "we," "us," "our," "the Company" or "Marketo" refer to Marketo, Inc., a Delaware corporation.

Q:

What is included in these materials?

A:

These materials include this Proxy Statement for the 20142015 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2013,2014, as filed with the Securities and Exchange Commission (the "SEC") on March 3, 201412, 2015 (the "Annual Report"). These materials were first made available to you onin the InternetInvestor Relations section of our website at http://investors.marketo.com/annuals.cfm on or about April 25, 2014.17, 2015. Our principal executive offices are located at 901 Mariners Island Blvd,Blvd., Suite 200,500, San Mateo, CA 94404, and our telephone number is (650) 376-2300. We maintain a website at www.marketo.com. The information on our website is not a part of this Proxy Statement.

Q:

What itemsmatters will be voted on at the Annual Meeting?

A:

Stockholders will vote on the following itemsmatters at the Annual Meeting:

•

to elect Susan L. BostromDouglas A. Pepper and Roger S. SiboniWesley R. Wasson as Class III directors;

•

to ratify the appointment of KPMG LLP as our independent registered public accountantsaccounting firm for the fiscal year ending December 31, 2014;2015; and

•

to transact such other business that may properly come before the Annual Meeting or at any adjournment or postponement thereof.

Q:

How does the Board of Directors recommend I vote on these proposals?vote?

A:

The Board of Directors recommends ayou vote:

•

FOR the election of Susan L. BostromDouglas A. Pepper and Roger S. SiboniWesley R. Wasson as Class III directors; and

•

FOR the ratification of the appointment of KPMG LLP as our independent registered public accountantsaccounting firm for the fiscal year ending December 31, 2014.2015.

Q:

Who is making this solicitation?

A:

TheThis proxy for the Annual Meeting is being solicited on behalf of Marketo's Board of Directors.

Q:

Who pays for the costs of this proxy solicitation process?solicitation?

A:

Marketo will paypays the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses.

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Q:

Who may vote at the Annual Meeting?

A:

Stockholders of record as of the close of business on April 23, 20149, 2015 (the "Record Date") are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 40,442,146 shares of Marketo's common stock issued and outstanding, held by 129 holders of record. Each share of Marketo's common stock is entitled to one vote on each matter.

As of the Record Date, there were 42,119,584 shares of Marketo's common stock issued and outstanding, held by 93 holders of record.

A complete list of the stockholders entitled to vote at the Annual Meeting will be available at our headquarters, located at 901 Mariners Island Blvd., Suite 500, San Mateo, California 94404, during regular business hours for the ten days prior to the Annual Meeting. This list also will be available during the Annual Meeting at the meeting location. Stockholders may examine the list for any legally valid purpose related to the Annual Meeting.

Q:

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A:

Stockholder of Record.    IfYou are a stockholder of record, if, at the close of business on the Record Date, your shares are registered directly in your name with our transfer agent, Computershare Investor Services, LLC ("Computershare"), you are considered the stockholder of record with respect to those shares, and these proxy materials were sent directly to you by Marketo..

Beneficial Owner of Shares Held in Street Name.    IfYou are a beneficial owner of shares held in "street name," if, at the close of business on the Record Date, your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the "beneficial owner" of shares held in "street name," and these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

Q:

If I am a stockholder of record, of the Marketo's shares, how docan I vote?

A:

If you are a stockholder of record, there are four ways to vote:

•

In personBy Mail..  You may vote your shares by filling out and signing each proxy card received and returning it in the prepaid envelope provided. Proxy cards submitted by mail must be received by May 30, 2015 to be voted at the Annual Meeting.

•

In Person.  You may vote in person at the Annual Meeting. The CompanyWe will give you a ballot when you arrive.

•

Via the InternetInternet..  You may vote by proxyyour shares via the Internet by following the instructions foundprovided in the Electronic Voting Instructions on theyour proxy card.

•

By TelephoneTelephone..  You may vote by proxyyour shares by calling the toll free number found on theyour proxy card.

•

By Mail.  You may vote by proxy by filling out the proxy card and returning it in the envelope provided.

Please note that the Internet and telephone voting facilities will close at 1:00 a.m. Central Time on June 12, 2014.1, 2015.

Q:

If I am a beneficial owner of shares held in street name, how docan I vote?

A:

If you are a beneficial owner of shares held in street name, you should have received from your broker, bank or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a "vote instruction form" sent by the broker, bank or

other nominee. Please follow their instructions carefully. Street name stockholders may generally vote by one of the following methods:

•

By Mail.  You may vote your shares by filling out the vote instruction form and returning it in the prepaid envelope provided to you by your broker, bank, or other nominee.



•

In personPerson..  If you wish to vote your shares in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy to you by your broker, bank, trustee, or nominee.proxy.



•

Via the InternetInternet..  You may vote by proxyyour shares via the Internet by following the instructions found on the vote instruction form provided to you by your broker, bank, trustee, or other nominee.



•

By TelephoneTelephone..  You may vote by proxyyour shares by calling the toll free number found on the vote instruction form provided to you by your broker, bank, trustee, or nominee.




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•

By Mail.  You may vote by proxy by filling out the vote instruction form and returning it in the envelope provided to you by your broker, bank, trustee, orother nominee.



Q:

If I submit a proxy, how will it be voted?



A:

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under "Can I change my vote or revoke my proxy?"



Q:

What should I do if I get more than one proxy or voting instruction card?



A:

Stockholders may receive more than one set of voting materials, including multiple copies of these proxy materials and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are counted.



Q:

Can I change my vote or revoke my proxy?



A:

You may change your vote or revoke your proxy at any time prior tobefore the takingcompletion of the votevoting at the Annual Meeting.

If you are the stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (2) providing a written notice of revocation to Marketo's Corporate Secretary at Marketo, Inc., 901 Mariners Island Blvd,Blvd., Suite 200,500, San Mateo, California 94404 prior to your shares being voted, or (3) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the Annual Meeting.

For shares you hold beneficially in street name, you may generally change your vote by submitting new voting instructions to your broker, bank, trustee, or other nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.




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Q:

Can I attend the meeting in person?



A:

You are invited to attend the Annual Meeting if you are a registered stockholder or a street name stockholder as of April 23, 2014,9, 2015, the Record Date. In order to enter the Annual Meeting, you must present a form of photo identification acceptable to us, such as a valid driver's license or passport. If you hold your shares beneficially in street name, you will need to provide proof of stock ownership as of the Record Date. Please note that since a street name stockholder is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow instructions from your broker's proceduresbroker, bank or other nominee for obtaining a legal proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy.






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Q:

How many shares must be present or represented to conduct business at the Annual Meeting?



A:

At the Annual Meeting, the presence in person or by proxy of a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions or attend the Annual Meeting in person, your shares of Common Stockcommon stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting.



Q:

What is the voting requirement to approve each of the proposals?



A:

Each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected as Class III directors to serve until the 20172018 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The ratification of the appointment of KPMG LLP as our independent registered public accountantsaccounting firm requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on such proposal. Abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote "against" the proposal. Broker non-votes will have no effect on the outcome of the vote.

Q:

What are broker non-votes?



A:

Broker non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients.clients at least 10 days prior to the Annual Meeting. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will nevertheless have discretion to vote your shares on our sole "routine" matter—the ratification of the appointment of the Company's independent registered public accounting firm. Your broker will not have discretion to vote on the election of directors absent direction from you.



Q:

Who will tabulate the votes?



A:

A representative ofComputershare Trust Company, N.A. has been engaged to receive and tabulate stockholder votes. Computershare will serve asalso certify the Inspectorelection results and perform any other acts required by the Delaware General Corporation Law.




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Q:

What is the deadline to propose actions for consideration at next year's Annual Meeting of Stockholders or to nominate individuals to serve as directors?



A:

Stockholder Proposals:    Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders by submitting their proposals in writing to Marketo's Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2015 annual meeting2016 Annual Meeting of stockholders,Stockholders, the Corporate Secretary of Marketo must receive the written proposal at our principal executive offices no later than December 26, 2014.19, 2015. If we hold our 20152016 Annual Meeting of Stockholders more than 30 days before or after June 12, 20151, 2016 (the one-year anniversary date of the 20142015 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholders proposals must be received under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.




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Proposals should be addressed to Marketo, Inc., Attn: Corporate Secretary, 901 Mariners Island Blvd,Blvd., Suite 200,500, San Mateo, California 94404.

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) pursuant to our proxy materials with respect to such meeting, (2) by or at the direction of our Board of Directors, or (3) by a stockholder who is a stockholder of record at the time that it submits notice of our annual meeting is giventhe proposed action and on the record date for the determination of stockholders entitled to vote at the annual meeting, and who has timely complied in proper written form with the notice procedures set forth in our amended and restated bylaws. In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to our amended and restated bylaws and applicable law. To be timely for our 20152016 Annual Meeting of Stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•

not earlier than the close of business on February 20, 2014,2, 2016, and



•

not later than the close of business on March 22, 2014.3, 2016.

If we hold our 20152016 Annual Meeting of Stockholders more than 30 days before or more than 60 days after June 12, 20151, 2016 (the one-year anniversary date of the 20142015 Annual Meeting of Stockholders), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by our Corporate Secretary at our principal executive offices:

•

not earlier than the close of business on the 120^th120th day prior to such annual meeting, and



•

not later than the close of business on the later of (i) the 90^th90th day prior to such annual meeting, and (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made.

To be in proper written form, a stockholder's notice to the Corporate Secretary shall set forth as tomust include the following information for each matter of business the stockholder intends to bring before the annual meetingmeeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address of the stockholder(s) and their associated person(s) proposing such business, (3) the class




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and number of shares of the Company which are held of record or are beneficially owned by the stockholder(s) and their associated person(s), (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder(s) or their associated person(s) with respect to any securities orof the Company, and a description of any other similar agreement, arrangement or understanding, (5) any material interest of the stockholder(s) and their associated person(s) in such business and (6) a statement whether such stockholder(s) or their associated person(s) will deliver a proxy statement and form of proxy to the Company's stockholders. In addition, to be in proper written form, a stockholder's notice to the Corporate Secretary must be supplemented not later than five days following the record date to disclose the information contained in clauses (3) and (4) in this paragraph as of the record date. A stockholder's "associated person" is defined as (1) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (2) any beneficial owner of shares of stock of the Company owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (3) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (1) and (2).

Nomination of Director Candidates:    As set forth in our Policies and Procedures for Director Candidates, available at http://investors.marketo.com/governance.cfm, stockholders holding at least one percent (1%) of the fully diluted capitalization of Marketo continuously for at least 12 months




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the submission of the recommendation may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee's name, age, contact information, biography, qualifications, a consent signed by the nominee, and a statement from the recommending stockholder in support of the nominee, and should be directed to Marketo's Corporate CounselSecretary at our principal executive offices.

In addition, our amended and restated bylaws permit certain stockholders to nominate directors for election at an annual meeting of stockholders. To be eligible, a stockholder must be a stockholder of record as of the date it submits notice of the annual meeting is givenits proposed nomination and as of the record date determining stockholders entitled to vote at the annual meeting.

To be in proper written form, a stockholder's notice to the Corporate Secretary ofmust include the Company shall set forth, as tofollowing information for each nominee whom the stockholder proposes to nominate for election or re-election as a director: (1) the name, age, business address and residence address of the nominee, (2) the principal occupation or employment of the nominee, (3) the class and number of shares of the Company that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Company, and a description of any other similar agreement, arrangement or understanding, the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (5) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons pursuant to which the nominations are to be made by the stockholder, (6) a written statement executed by the nominee acknowledging that as a director of the Company, the nominee will owe a fiduciary duty under Delaware law with respect to the Company and its stockholders, and (7) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required (including without limitation the nominee's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected). As to such stockholder(s) giving notice of the director nomination, such notice must also include the following information as to the stockholder and any stockholder associated person: (1) the name and address of the stockholder(s) and their associated person(s)




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proposing such business, (2) the class and number of shares of the Company which are held of record or are beneficially owned by the stockholder(s) and their associated person(s), (3) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder(s) or their associated person(s) with respect to any securities orof the Company, and a description of any other similar agreement, arrangement or understanding, (4) any material interest of the stockholder(s) and their associated person(s) in such business and (5) a statement whether such stockholder(s) or their associated person(s) will deliver a proxy statement and form of proxy to the Company's stockholders. In addition, to be in proper written form, a stockholder's notice to theMarketo's Corporate Secretary of the Company must be supplemented not later than five days following the record date to disclose the information contained in clauses (2) and (3) in this paragraph as of the record date. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described above under "Stockholder Proposals" for stockholder proposals that are not intended to be included in our proxy statement.

Copy of Bylaw Provisions:    Our amended and restated bylaws are available at http://investors.marketo.com/governance.cfm. You may also contact our Corporate CounselSecretary at our principal executive offices for a copy of the relevant Bylawbylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.




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Q:

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?



A:

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as "householding."

Brokers with account holders who are Marketo stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or Marketo that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, you may (1) notify your broker if you hold in street name, or (2) if you are a holder of record, either direct your written request to: Investor Relations, Marketo, Inc., 901 Mariners Island Blvd,Blvd., Suite 200,500, San Mateo, California 94404 or (3) contact our Investor Relations department by email at ir@marketo.com.ir@marketo.com or by telephone at 1-650-727-6845. Stockholders who currently receive multiple copies of the Proxy Statement or Annual Report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Q:

What ifWho is Marketo's transfer agent, and how can I have questions about lost stock certificates or need to change my mailing address?contact them?



A:

You may contact ourOur transfer agent is Computershare Trust Company, N.A., You can contact them by telephone at 1-877-373-6374 (U.S.) or +1-781-575-3120 (outside the U.S.), or by email at web.queries@computershare.com, if you have lost your stock certificate or need to change your mailing address.web.queries@computershare.com.




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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Executive Officers and Directors


        The following table sets forth the names, ages and positions of our executive officers and directors as of March 31, 2014:2015:

Name		Age			Position
Executive Officers
Phillip M. Fernandez			5354		President, Chief Executive Officer and Chairman of the Board
Frederick A. Ball			5152		Senior Vice President and Chief Financial Officer
William B. Binch			43		Executive Vice President, Worldwide Field Operations
Sanjiv P. Dholakia			4445		Senior Vice President and Chief Marketing Officer
Jason L. Holmes			4546		Senior Vice President and Chief Customer Officer
Stephen M. Sloan			4142		Senior Vice President, Products and Engineering
Margo M. Smith			4142		Senior Vice President and General Counsel
Steven M. Winter			53		Executive Vice President, Worldwide Field Operations
Non-Employee Directors
Neeraj Agrawal(1)Agrawal			42		Director
Susan L. Bostrom			54		Director
Tae Hea Nahm			55		Director
Douglas A. Pepper			41		Director
Susan L. Bostrom(2)Roger S. Siboni			53		Director
Tae Hea Nahm(1)(3)			54		Director
Douglas A. Pepper(2)			40		Director
Roger S. Siboni(1)(3)			5960		Director
Wesley R. Wasson(2)(3)Wasson			4748		Director

---

(1)

Member of the audit committee



(2)

Member of the compensation and leadership development committee



(3)

Member of the nominating and governance committee

Executive Officers

        Phillip M. Fernandez co-founded our company and has served as our President, Chief Executive Officer and Chairman of our Board of Directors since January 2006. Prior to joining us, Mr. Fernandez was with Epiphany, Inc., a customer relationship management (CRM) software company acquired by SSA Global Technologies, Inc. in September 2005. From April 1999 to September 2005, he served in various executive roles at Epiphany, most recently as President and Chief Operating Officer from July 2003 until September 2005. Mr. Fernandez served on the Board of Directors of TIBCO Software Inc., a provider of infrastructure and business intelligence software, from June 2014 until its sale in December 2014. Mr. Fernandez holds a B.A. in History from Stanford University.

        We believe Mr. Fernandez is qualified to serve as a member of our Board of Directors because of his operational and historical expertise gained from serving as our President and Chief Executive Officer. As one of our founders and the longest serving member of our Board of Directors, we also value his deep understanding of our business as it has evolved over time.

        Frederick A. Ball has served as our Senior Vice President and Chief Financial Officer since May 2011. Prior to joining us, Mr. Ball served as the Chief Financial Officer of Webroot Software, Inc., a software security solutions provider, from June 2008 to April 2011. From August 2004 to October 2007, Mr. Ball served as Senior Vice President and Chief Financial Officer at BigBand Networks, Inc., a digital video networking company, and as an advisor from October 2007 to June 2008. From October 2003 to May 2004, Mr. Ball served as Chief Operating Officer and director of CallTrex Corporation, a provider of customer service solutions. From September 1999 to July 2003, Mr. Ball served in various executive roles at Borland Software Corporation, a software company, most recently as Executive Vice President of Corporate Development and Mergers and Acquisitions. Mr. Ball currently serves as a member of the board of directors of Advanced Energy Industries, Inc., a provider of power and control technologies, and Electro




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Scientific Industries, Inc., a supplier of laser systems. Mr. Ball holds a B.S. in Accounting from Virginia Polytechnic Institute and State University.




William B. Binch has served as our Executive Vice President, Worldwide Field Operations since January 2014 and was our Senior Vice President, Sales from January 2011 to January 2014 and our Vice PresidentTable of Sales from May 2008 to January 2011. Prior to joining us, Mr. Binch served as Vice President and General Manager, Distribution at Avolent, Inc., an application software provider, from February 2007 to May 2008. Mr. Binch holds a B.S. in Business from Arizona State University.Contents

        Sanjiv P. Dholakia has served as our Senior Vice President and Chief Marketing Officer since July 2012, and was our Senior Vice President of Product Marketing from April 2012 to July 2012. Prior to joining us, Mr. Dholakia served as Chief Executive Officer from April 2010 to April 2012 at Crowd Factory, Inc., a social marketing application company we acquired in April 2012. From November 2008 to April 2010, he served as Chief Marketing Officer at Lithium Technologies Inc., a social-media marketing software company. Mr. Dholakia was with SumTotal Systems, Inc., a talent development enterprise software company, from February 2001 to October 2008, where he served in various executive roles, most recently as Senior Vice President and General Manager, Learning and Talent Management Business Unit from October 2007 until October 2008. Mr. Dholakia holds a B.S. in Economics from the Wharton School at the University of Pennsylvania and an M.B.A. in Strategy and Marketing from the Kellogg School of Management.

        Jason L. Holmes has served as our Senior Vice President and Chief Customer Officer since July 2013, and was our Senior Vice President, Client Services from February 2012 to July 2013. Prior to joining us, Mr. Holmes served as Vice President, Global Professional Services at Adobe Systems Incorporated, a computer software company, from October 2009 to February 2012. From October 2008 to October 2009, he served as Vice President, Worldwide Consulting at Omniture, Inc., an online marketing and web analytics company acquired by Adobe in November 2009. From April 2007 to September 2008, Mr. Holmes served as Vice President, Consulting at Oracle Corporation, a computer technology company. Mr. Holmes holds a B.S. in Finance from Arizona State University and an M.B.A. in Marketing from Northern Illinois University.

        Stephen M. Sloan has served as our Senior Vice President, Products and Engineering since November 2013, and was our Vice President, Product Management from July 2013 to November 2013. Prior to joining us, Mr. Sloan led product management for a new service at Amazon Web Services from May 2012 to June 2013. Mr. Sloan was with Microsoft Corporation from September 2005 to April 2012, where he served in several product management roles, most recently as Director, Product Management for Microsoft Office and Office 365. At Microsoft, Mr. Sloan also held product management leadership roles for a range of technologies including Exchange, Windows Azure and BizTalk. Mr. Sloan holds a B.A. in Political Science from the University of California, Berkeley, and an M.B.A. from the Kellogg School of Management at Northwestern University, and a B.A. in Political Science from the University of California, Berkeley.University.

        Margo M. Smith has served as our Senior Vice President and General Counsel since September 2013. Prior to joining us, Ms. Smith was with QuinStreet, Inc., an online performance marketing company, where she served as Senior Vice President and Chief Legal Officer from February 2013 to September 2013 and as Interim General Counsel from August 2012 to February 2013. Ms. Smith was with Verigy Ltd., a semiconductor automatic test equipment manufacturer, acquired by Advantest Corporation, from May 2006 to October 2011, where she served in various roles, most recently as Executive Vice President and General Counsel. Ms. Smith was responsible for worldwide legal affairs and compliance in her roles at both QuinStreet and Verigy. From 1997 to 2006,Previously, Ms. Smith was an attorney at the law firm of Wilson Sonsini Goodrich & Rosati Professional Corporation, a leading national law firm.Corporation. Ms. Smith holds a B.A. degree in Political Science from the University of Washington and a J.D. from Columbia University School of Law andLaw.

Steven M. Winter has served as our Executive Vice President, Worldwide Field Operations since October 2014. From January 2005 to September 2014, Mr. Winter served in various executive roles at SAP, a Bachelorglobal application software company, most recently as SAP's Global Head of Arts degreeits Customer Line of Business Organization. Prior to SAP, Mr. Winter worked at PeopleSoft, Inc., an enterprise application software company, where he held various executive sales management roles. Mr. Winter holds a B.A. in Business Administration from the University of Washington.




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Board of Directors


        Neeraj Agrawal has served as a member of our Board of Directors since November 2011. Since May 2007, Mr. Agrawal has been a general partner of Battery Ventures, a venture capital firm he




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joined in 2000. He is a member of the board of directors of Bazaarvoice, Inc., a social commerce solutions company, and Wayfair, Inc., a specialty retail company. Mr. Agrawal holds a B.S. in Computer Science from Cornell University and an M.B.A. from the Harvard Business School.

        We believe Mr. Agrawal is qualified to serve as a member of our Board of Directors because of his substantial corporate governance, business strategy and corporate development expertise gained from his significant experience in the venture capital industry analyzing, investing in and serving on the boards of directors of various public and private technology companies. We also value his perspective as a representative of one of our largestsignificant stockholders.

        Susan L. Bostrom has served as a member of our Board of Directors since May 2012. Ms. Bostrom was with Cisco Systems, Inc., a networking equipment provider, from October 1997 to January 2011, where she served in various executive roles, most recently as Chief Marketing Officer from January 2006 and as Executive Vice President from August 2007 until January 2011. She is a member of the board of directors of Cadence Design Systems, Inc., an electronic design company, Varian Medical Systems, Inc., a medical devices and software manufacturer, and Rocket Fuel Inc., an advertising technology company, and ServiceNow, Inc., an enterprise IT cloud company. Ms. Bostrom holds a B.S. in Marketing from the University of Illinois and an M.B.A. from the Stanford Graduate School of Business.

        We believe Ms. Bostrom is qualified to serve as a member of our Board of Directors because of her substantial corporate governance, operational and financial expertise gained from holding various executive positions at a publicly traded technology company and from serving on the boards of directors for several public companies.

        Tae Hea Nahm has served as a member of our Board of Directors since July 2008. Mr. Nahm has been a managing director of Storm Ventures, a venture capital firm he co-founded, since September 2000. Prior to Storm Ventures, Mr. Nahm was a partner at the law firms of Venture Law Group and Wilson Sonsini Goodrich & Rosati, P.C. Mr. Nahm also serves as Chairman of the Board of MobileIron, a mobile enterprise company, and served on the board of directors of Com2uS, a South Korean mobile game publisher, from August 2005 to December 2013. Mr. Nahm holds an A.B. in Applied Mathematics from Harvard University and a J.D. from the University of Chicago Law School.

        We believe Mr. Nahm is qualified to serve as a member of our Board of Directors because of his substantial corporate finance, business strategy and corporate development expertise gained from his significant experience in the venture capital industry analyzing, investing in and serving on the boards of directors of various private technology companies. We also value his perspective as a representative of one of our largestsignificant stockholders.

        Douglas A. Pepper has served as a member of our Board of Directors since October 2006. Mr. Pepper is a general partner of InterWest Partners, a venture capital firm, which he joined in September 2000. Mr. Pepper holds a B.A. in History from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business.

        We believe Mr. Pepper is qualified to serve as a member of our Board of Directors because of his substantial corporate finance, business strategy and corporate development expertise gained from his significant experience in the venture capital industry analyzing, investing in and serving on the boards of directors of various private technology companies. We also value his deep understanding of our business and customer base he has gained as a longstanding member of our Board of Directors as well as his perspective as a representative of one of our largestsignificant stockholders.

        Roger S. Siboni has served as a member of our Board of Directors since October 2011. Mr. Siboni was with Epiphany, Inc., a provider of customer interaction software, where he served as president and chief




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executive officer from August 1998 to July 2003 and as chairman of the board of directors until it was acquired by SSA Global Technologies, Inc. in September 2005. Prior to joining Epiphany,




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Mr. Siboni spent more than 20 years at KPMG Peat Marwick LLP, a member firm of KPMG International, an accounting and consulting firm, most recently as its deputy Chairman and Chief Operating Officer. Mr. Siboni also serves on the board of directors of Cadence Design Systems, Inc., an electronic design company, and Dolby Laboratories, Inc., a provider of entertainment technologies. Previously, Mr. Siboni served on the board of directors of infoGROUP Inc. from January 2009 until it was acquired by CCMP Capital Advisors, LLC in July 2010, ArcSight, Inc. from June 2009 until it was acquired by Hewlett-Packard Company in October 2010, and Classmates Media Corporation, a wholly owned subsidiary of United Online, Inc. from 2007 to 2010. Mr. Siboni is also a past chairman of the advisory board for the Walter A. Haas School of Business at the University of California at Berkeley. Mr. Siboni holds a B.S. in Business Administration from the University of California at Berkeley.

        We believe Mr. Siboni is qualified to serve as a member of our Board of Directors because of his substantial corporate governance, operational and financial expertise gained as an executive at several companies in the technology and finance industries, including his experience as deputy Chairman and Chief Operating Officer at KPMG and his experience serving on the boards of directors of several public companies.

        Wesley R. Wasson has served as a member of our Board of Directors since September 2009. Mr. Wasson retired in July 2013 from Citrix Systems, Inc., a cloud and mobile computing technology company, where he served in various executive roles, including Senior Vice President of Strategy from October 2012 to July 2013 and Senior Vice President and Chief Marketing Officer from October 2007 to September 2012. He joined Citrix in August 2005 through its acquisition of NetScaler, Inc., where he was Vice President of Worldwide Marketing. Mr. Wasson holds a B.S. in Business Administration from Biola University and an M.B.A. from the University of Phoenix.

        We believe Mr. Wasson is qualified to serve as a member of our Board of Directors because of his extensive operational and technical expertise gained from his experience serving in various senior management positions at several technology companies, including a publicly traded company.

        Our executive officers are appointed by, and serve at the discretion of our Board of Directors. There are no family relationships among any of our directors or executive officers.


Board Composition


        Our business and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws. Our Board of Directors currently consists of seven directors, six of whom qualify as "independent" under Thethe NASDAQ Stock Market listing standards.rules.

        In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, our Board of Directors is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows:

•

the Class I directors are Ms. Bostrom and Mr. Siboni, and their terms will expire at the annual meeting of stockholders to be held in 2014,2017;



•

the Class II directors are Messrs. Pepper and Wasson, and they are standing for reelection at this annual meeting of stockholders; and



•

the Class II directors are Messrs. Pepper and Wasson, and their terms will expire at the annual meeting of stockholders to be held in 2015; and




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•

the Class III directors are Messrs. Agrawal, Fernandez and Nahm, and their terms will expire at the annual meeting of stockholders to be held in 2016.




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        The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. Under Delaware law, our directors may be removed for cause by the affirmative vote of the holders of a majority of our outstanding voting stock. Directors may not be removed by our stockholders without cause.

        Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.


Board Meetings, Annual Stockholder Meeting and Director Communications


        During fiscal year 2013,2014, the Board of Directors held 8eight meetings. During fiscal year 2013,2014, each director attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by any of the committees of the Board of Directors on which such director served. See "—Board Committees" for the total number of meetings held by each committee.

Directors are also encouraged to attend annual meetings of the stockholders of the Company absent an unavoidable and irreconcilable conflict.Company. All seven of our directors attended the 2014 annual meeting of stockholders.

Director Communications

        Stockholders and other interested parties may communicate with the non-management members of the Board of Directors by mail to the Company's principal executive offices addressed to the intended recipient and care of our General Counsel.Corporate Secretary. Our General CounselCorporate Secretary will review all incoming stockholder communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route such communications, as appropriate, to member(s) of the Board of Directors.


Director Independence


        Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors determined that none of Messrs. Agrawal, Nahm, Pepper, Siboni and Wasson and Ms. Bostrom has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of The NASDAQ Stock Market. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described under "Certain Relationships and Related Transactions." The Board of Directors also determined that each director other than Mr. Fernandez is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code, as amended (the "Code").


Board Committees


        Our Board of Directors currently has an audit committee, a compensation and leadership development committee and a nominating and governance committee. The Board of Directors also forms special committees and subcommittees from time to time. The composition and responsibilities of each of the committees of our Board of Directors isaudit committee, our compensation and leadership development committee and our nominating and governance committee are described below. Each of these committees operates under a written charter adopted by our Board of Directors which areis available on the Investor Relations section of our website at http://investors.marketo.com/governance.cfm. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.




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Audit Committee

        Our audit committee is comprised of Messrs. Agrawal, Nahm and Siboni. Mr. Siboni serves as our audit committee chairperson. The composition of our audit committee meets the requirements for independence of audit committee members under current NASDAQ Stock Market listing standards and SEC rules and regulations. Each member of our audit committee meets the financial literacy requirements of the current listing standards. In addition, our Board of Directors has determined that Mr. Siboni is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). During fiscal year 2013,2014, the audit committee held nine13 meetings. The responsibilities of our audit committee include, among other things:

•

selecting and hiring the independent registered public accounting firm to audit our financial statements;



•

helping to ensuresupervising and evaluating the independence and performance of the independent registered public accounting firm;



•

approving audit and non-audit services and fees;



•

reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, thestatements;



•

reviewing results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;



•

preparing the audit committee report that the SEC requires to be included in our annual proxy statement;



•

reviewing earnings press releases and earnings guidance;



•

reviewing reports and communications from the independent registered public accounting firm;



•

reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;



•

reviewing and discussing with management and the independent registered public accounting firm the overall adequacy and effectiveness of our legal, regulatory and ethical compliance programs;



•

reviewing our policies on risk assessment and risk management;



•

reviewing and overseeing our related party transactions policy and potential related party transactions;



•

establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters; and



•

reviewing annually the audit committee charter and the committee's performance.

        Our audit committee was established in accordance with, and operates under a written charter that satisfies, the applicable rules of the SEC and the listing standards of The NASDAQ Stock Market. We intend to comply with future requirements to the extent they become applicable to us.

Compensation and Leadership Development Committee

        Our compensation and leadership development committee is comprised of Ms. Bostrom and Messrs. Pepper and Wasson. Ms. Bostrom serves as our compensation and leadership development committee chairperson. The composition of our compensation and leadership development committee




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meets the requirements for independence under current NASDAQ Stock Market listing standards and SEC rules and regulations. The purpose of our compensation and leadership development committee is to oversee our compensation policies, plans and benefit programs and to discharge the responsibilities of our Board of Directors relating to oversight and determination of compensation of our executive officers.officers and leadership development. During fiscal year 2013,2014, the




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compensation and leadership development committee held five meetings. The responsibilities of our compensation and leadership development committee include, among other things:

•

overseeing our overall compensation philosophy and compensation policies, plans and benefit programs. In the past several years, including 2012, 2013 and 2013,2014, our compensation and leadership development committee has begun discussions with our independent compensation consultant in our fourth fiscal quarter for the upcoming fiscal year, and has met, considered and formally approved (or, in the case of our Chief Executive Officer's compensation, recommended approval to the Board of Directors) compensation decisions with respect to our executive officers after several weeks of consideration, including approval of cash incentive bonus payments based on the results of the previously completed year;



•

reviewing and approving for our executive officers (other than the our Chief ExcecutiveExecutive Officer, for which the committee makes a recommendation to the Board of Directors): the annual base salary, annual incentive bonus (including the specific goals and amounts), equity compensation, employment agreements, severance agreements, change in control arrangements, and any other benefits, compensation or arrangements. Our compensation and leadership development committee generally seeks input from our Chief Executive Officer and Chief Financial OfficerSenior Vice President of Human Resources when discussing executive performance and compensation levels for named executive officers (other than their own compensation). None of our named executive officers participates in deliberations regarding his or her own compensation. compensation;



•

recommending to the Board compensation and benefits arrangements for directors;



•

preparing the compensation committee report that the SEC requires to be included in our annual proxy statement;



•

administering our equity compensation plans; retaining and overseeing the work of any compensation consultants, legal counsel or other advisors to the committee;



•

reviewing the succession planning for our executive officers; and



•

administering our equityreviewing the compensation plans.and leadership development committee charter and the committee's performance.

        Our compensation and leadership development committee receives advice from Compensia, Inc. ("Compensia"), an independent compensation consulting firm, with respect to executive compensation decisions and comparison benchmarking. WorkingDuring fiscal year 2014, Compensia worked with management Compensiaand met with our compensation and leadership development committee and provided various data and recommendations.

        Our compensation and leadership development committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of The NASDAQ Stock Market. We intend to comply with future requirements to the extent they become applicable to us.

Nominating and Governance Committee

        Our nominating and governance committee is comprised of Messrs. Nahm, Siboni and Wasson. Mr. Nahm serves as our nominating and governance committee chairperson. The composition of our nominating and governance committee meets the requirements for independence under current NASDAQ Stock Market listing standards and SEC rules and regulations. During fiscal year 2013,2014, the




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nominating and governance committee held twofive meetings. The responsibilities of our nominating and governance committee include, among other things:

•

identifying, evaluating and making recommendations to our Board of Directors regarding, nominees, including stockholder nominees, for election to our Board of Directors and its committees;



•

considering and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;



•

reviewing developments in corporate governance practices;



•

evaluating the adequacy of our corporate governance practices and reporting;



•

developing and making recommendations to our Board of Directors regarding our corporate governance guidelines;



•

reviewing the succession planning for each of our executive officers; and




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•

evaluating the performance of our Board of Directors and of the individual directors.directors eligible for re-election; and



•

reviewing the nominating and governance committee charter and the committee's performance.

        Our nominating and governance committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of The NASDAQ Stock Market. We intend to comply with future requirements to the extent they become applicable to us.


Considerations in Evaluating Director Nominees


        Our nominating and governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and governance committee will consider the current size and composition of our Board of Directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our nominating and governance committee considers include, without limitation, character, judgment, diversity of experience, age, independence, area of expertise, corporate experience, length of service, understanding of the Company's business, potential conflicts of interest, other commitments and other factors that the nominating and governance committee may consider appropriate. Our nominating and governance committee requires a director nominee, at a minimum, to possess the highest personal and professional ethics and integrity, proven achievement and competence in the nominee's field, skills that are complementary to those of the existing Board of Directors, the ability to assist and support management and make significant contributions to the Company's success, and an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. Our nominating and governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders' best interests. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings.

        Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our Board of Directors should be a diverse body, and our nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating and governance committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full Board of Directors the director nominees for selection.




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Compensation Committee Interlocks and Insider Participation


        No member of our compensation and leadership development committee has ever been an executive officer or employee of ours. None of our executive officers currently serve, or have served during the last completed year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or compensation and leadership development committee.


Global Code of Business Conduct and Ethics


        We have adopted a Global Code of Business Conduct and Ethics that is applicable to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.


Board Leadership Structure


        Our Board of Directors currently believes that our company is best served by combining the roles of a chairman of the board and chief executive officer, coupled with a lead independent director. Mr. Fernandez, our Chief Executive Officer, is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside the industry, while our chief executive officerChief Executive Officer brings company-specific experience and expertise. Our Board of Directors believes that the combined role of Chairman of the Board of Directors and Chief Executive Officer is the best leadership structure for us at the current time because it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management and our boardBoard of directors,Directors, which are essential to effective governance. The nominating and governance committee will continue to periodically review the board's leadership structure and to exercise its discretion in recommending an appropriate and effective framework on a case-by-case basis, taking into consideration the needs of the board and the Company at such time.

        Our Board of Directors has appointed Roger S. Siboni to serve as our lead independent director. As lead independent director, Mr. Siboni presides over periodic meetings of our independent directors, serves as a liaison between our Chairman and the independent directors, reviews and provides input to our Chief Executive Officer on draft agendas for Board of Directors meetings, and performs such additional duties as our Board of Directors may otherwise determine and delegate.


Board's Role in Risk Oversight


        Management, which is responsible for day-to-day risk management, continually monitors the material enterprise risks facing the Company, including strategic risks, operational risks, financial risks, credit risks, liquidity risks, and legal and compliance risks.

        The Board of Directors is responsible for exercising oversight of management's identification and management of, and planning for, those risks. The Board of Directors has delegated to certain committees oversight responsibility for those risks that are directly related to their area of focus (see descriptions of our audit committee's, compensation and leadership development committee's and nominating and corporate governance committee's areas of responsibilities, discussed above). The Board of Directors and its committees exercise their risk oversight function by regularly receiving and evaluating reports from management and by making inquiries of management concerning these reports, as appropriate. In addition, the Board of Directors and its committees receive reports from our auditors and other consultants, such as our compensation consultant, and meet in executive sessions with these outside




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consultants. Board oversight of risk is enhanced by the fact that our Chief Executive Officer




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and Chairman of the Board attends many committee meetings and that committee reports are provided to the full Board of Directors following each regular quarterly committee meeting.


Information on Compensation Risk Assessment


        Management periodically reviews our incentive compensation programs at all levels within the organization. Employee cash bonuses are based on company-wide and individual performance, and management (with respect to our non-executive employees), our compensation and leadership development committee (with respect to our executive officers, other than our Chief Executive Officer), and the Board of Directors (with respect to our Chief Executive Officer) have discretion to adjust bonus payouts. Equity awards for new hires are based on the employee's position, prior experience, qualifications, and the market for particular types of talent, and any additional grants are based on employee performance and retention requirements. Equity awards have long-term vesting requirements to ensure that recipients' focus is on our long-term success. The incentive compensation structure was reviewed during fiscal year 2014 by the compensation and leadership development committee with the assistance of Compensia, Inc.Compensia. Based on the findings of this review and input from Compensia, the compensation and leadership development committee determined that it does not believe that our compensation policies and practices, taken as a whole, are reasonably likely to have a material adverse impact on our company.


Non-Employee Director Compensation


        The following table summarizes compensation paid to our non-employee directors during the fiscal year ended December 31, 2013.2014. Directors who are also our employees receive no additional compensation for their service as a director. During the fiscal year ended December 31, 2013,2014, one director, Mr. Fernandez, our President, Chief Executive Officer and Chairman of the Board, was an employee. Mr. Fernandez's compensation is discussed in "Executive Compensation."

Name		Fees Earned or Paid in Cash			Option Awards(1)			Total				Fees Earned or Paid in Cash($)			Option Awards($)(1)			Stock Awards($)(2)			Total($)
Neeraj Agrawal		$	21,203		$	104,252		$	125,455				37,000			107,355			107,475			251,830
Susan L. Bostrom			22,451			104,252			126,703				42,750			107,355			107,475			257,580
Norman A. Fogelsong(2)			—			—			—
Tae Hea Nahm			24,945			104,252			129,197				43,000			107,355			107,475			257,830
Douglas A. Pepper			19,332			104,252			123,584				34,000			107,355			107,475			248,830
Roger S. Siboni			34,299			104,252			138,551				61,000			107,355			107,475			275,830
Robert T. Vasan(3)			—			—			—
Wesley R. Wasson			21,203			104,252			125,455				37,000			107,355			107,475			251,830

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(1)

The amounts in the "Option Awards" column reflect the aggregate grant date fair value of stock options granted during the fiscal yearoption awards computed in accordance with FASB ASC Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 109 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013,2014, and incorporated by reference herein. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.



(2)

Mr. Fogelsong resigned as a memberThe amounts in the "Stock Awards" column reflect the aggregate grant date fair value of the stock awards computed in accordance with FASB ASC Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 9 to our Boardfinancial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated by reference herein. As required by SEC rules, the amounts shown exclude the impact of Directors in March 2013.



(3)

Mr. Vasan resigned as a member of our Board of Directors in March 2013.estimated forfeitures related to service-based vesting conditions.




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        The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2013.2014.

Name		Option Grant Date			Number of Securities Underlying Unexercised Options Exercisable(1)			Option Exercise Price Per Share			Option Expiration Date
Neeraj Agrawal			05/01/2013	(2)		16,800		$	12.00			04/30/2023
Susan L. Bostrom			05/01/2012	(3)		73,980			4.56			04/30/2022
			05/01/2013	(2)		16,800			12.00			04/30/2023
Tae Hea Nahm			05/01/2013	(2)		16,800			12.00			04/30/2023
Douglas A. Pepper			05/01/2013	(2)		16,800			12.00			04/30/2023
Roger S. Siboni			10/04/2011	(5)		107,490			2.74			10/03/2021
			05/01/2013	(2)		16,800			12.00			04/30/2023
Wesley R. Wasson			09/15/2009	(4)		57,600			0.74			12/17/2019
			07/22/2011	(6)		60,000			2.74			7/21/2021
			05/01/2013	(2)		16,800			12.00			04/30/2023

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(1)

The options listed are subject to an early exercise provision and are immediately exercisable. Early-exercised options are subject to repurchase by us at the original exercise price, which right lapses pursuant to the option's vesting schedule.



(2)

All of the shares subject to the option vest upon the earlier of (i) the Company's 2014 annual stockholder meeting or (ii) May 1, 2014. Each option is also an "early exercise" option, immediately exercisable in full, with the underlying unvested shares subject to a right of repurchase in favor of us at the option exercise price.



(3)

One thirty-sixth of the shares subject to the option vested on June 1, 2012 and one thirty-sixth of the shares vest monthly thereafter, subject to continued service to us. This option provides for full vesting acceleration in the event of a change in control.



(4)

The option is fully vested.



(5)

2,500 shares subject to the option vest monthly over thirty-six months starting on the one month anniversary of October 4, 2011, and, thereafter, 2,084 shares subject to the option vest monthly over 12 months beginning on the one month anniversary of October 4, 2014, subject to continued service to us. This option provides for full vesting acceleration in the event of a change in control.



(6)

One thirty-sixth of the shares subject to the option vested on August 22, 2011 and one thirty-sixth of the shares vest monthly thereafter, subject to continued service to us. This option provides for full vesting acceleration in the event of a change in control.

Name		Number of Securities Underlying Outstanding Options			Number of Securities Underlying Unvested Stock Awards
Neeraj Agrawal			25,855			4,223
Susan L. Bostrom			63,355			4,223
Tae Hea Nahm			25,855			4,223
Douglas A. Pepper			25,855			4,223
Roger S. Siboni			88,345			4,223
Wesley R. Wasson			25,855			4,223


Outside Director Compensation Policy


        In May 2013, the Board of Directors, upon the recommendation of ourOur compensation and leadership development committee approved areviews annually and recommends any changes in our compensation policy for the compensation for our non-employee directors ("Outside Directors"). to our Board of Directors. In January 2014, our Board of Directors, upon the recommendation of our compensation and leadership development committee, adopted certain amendments to this policy. Outside Directors will receive compensation in the form of equity and cash, as described below:

        Equity Compensation.    Commencing with our 2014 annual meeting of stockholders, onOn the date of each annual meeting of our stockholders, each Outside Director will automatically be granted an equity award, comprised in equal part of RSUs and an option to purchase shares, having a grant date fair value equal to




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$215,000 $215,000 computed in accordance with FASB ASC Topic 718 (the "Annual Grant"). The exercise price will be the fair market value, as determined in accordance with our 2013 Equity Incentive Plan on the date of the grant. All of the shares underlying the Annual Grant will vest upon the earlier of (i) the next year's annual stockholder meeting or (ii) one year from grant, subject to continued service on the vesting date. Newly appointed directors would receive a pro-rata Annual Grant based on the period of service between their election and the next Annual Grant date upon their appointment or election.

        Prior to the amendment of our Outside Director compensation policy in January 2014, the Annual Grant was comprised solely of an option to purchase shares having a grant date fair value equal to $125,000, computed in accordance with FASB ASC Topic 718. No equity awards were granted in accordance with this formulation, and it has been replaced as described above.

        Cash Compensation.    Effective April 1, 2014, each Outside Director will receivereceives an annual fee of $30,000 in cash for serving on our Board of Directors (the "Annual Fee"). In addition to the Annual Fee, the lead independent director will beis entitled to an additional annual fee of $10,000 in cash.

        Effective April 1, 2014, the chairperson and members of the committees of our Board of Directors will beare currently entitled to the following annual cash fees:

Board Committee		Chairperson Fee			Member Fee				Chairperson Fee			Member Fee
Audit Committee		$	20,000		$	8,000			$	20,000		$	8,000
Compensation and Leadership Development Committee		$	15,000		$	5,000			$	15,000		$	5,000
Nominating and Governance Committee		$	6,000		$	3,000			$	6,000		$	3,000

        All fees in cash will be paid on a quarterly basis.

        Prior to the amendment of our Outside Director compensation policy in January 2014, each Outside Director was entitled to an annual fee of $26,000 in cash for serving on our Board of Directors, and the chairpersons of the audit committee and the compensation and leadership development committee were each entitled to an annual cash fee of $16,000 and $10,000, respectively, in each caseare paid on a quarterly basis.


Section 16(a) Beneficial Ownership Reporting Compliance


        Section 16(a) of the Exchange Act requires our executive officers, directors and ten percent stockholders to file reports of ownership and changes in ownership with the SEC. Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe that all reports for the Company's executive officers and directors that were required to be filed under Section 16 of the Exchange Act were timely filed for fiscal year 2013.2014, with the following exceptions: (i) one Form 4 was filed for Jason Holmes covering two transactions, (ii) one Form 4 was filed for Roger Siboni covering two transactions, (iii) one Form 4 and one Form 4 amendment were filed for William B. Binch covering a total of three transactions, (iv) one Form 4 was filed for Neeraj Agrawal covering two new equity grants, (v) one Form 4 was filed for Sanjay Dholakia covering one transaction and (vi) one Form 4 amendment was filed for Tae Hea Nahm covering one transaction.




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


        The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 20142015 by:

•

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;



•

each of our named executive officers;



•

each of our directors; and



•

all executive officers and directors as a group.

        We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options or restricted stock units held by that person that are currently exercisable or exercisable within 60 days of March 31, 2014.2015. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. We have based percentage ownership of our common stock on 40,338,02142,038,801 shares of our common stock outstanding as of March 31, 2014.2015. Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o Marketo, Inc., 901 Mariners Island Blvd., Suite 200,500, San Mateo, California 94404.

		Shares Beneficially Owned
Name of Beneficial Owner		Shares			Percentage
5% Stockholders:
Entities affiliated with InterWest Partners(1)			7,663,756			19.0
Entities affiliated with T. Rowe Price(2)			5,399,196			13.4
Entities affiliated with Storm Ventures(3)			4,001,206			9.9
Mayfield XIII, a Cayman Islands Exempted Limited Partnership(4)			3,261,519			8.1
Entities affiliated with Battery Ventures(5)			2,621,212			6.5
Named Executive Officers and Directors:
Phillip M. Fernandez(6)			2,041,528			4.9
Frederick A. Ball(7)			381,249			*
Margo M. Smith			—			—
Neeraj Agrawal(8)			2,646,467			6.6
Susan L. Bostrom(9)			62,075			*
Tae Hea Nahm(10)			4,023,116			10.0
Douglas A. Pepper(11)			7,689,256			19.1
Roger S. Siboni(12)			114,290			*
Wesley R. Wasson(13)			23,467			*
All executive officers and directors as a group (13 persons)(14)			17,445,782			40.6

Name of Beneficial Owner		Shares Beneficially Owned Shares			Percentage
5% Stockholders:
Entities affiliated with T. Rowe Price(1)			6,902,905			16.4
Entities and individuals affiliated with FMR LLC(2)			6,181,830			14.7
Entities affiliated with Wellington Management Group LLP(3)			4,205,694			10.0
Entities and individuals affiliated with Storm Ventures(4)			2,544,660			6.0
Entities and individuals affiliated with InterWest Partners(5)			2,506,940			6.0
Named Executive Officers and Directors:
Phillip M. Fernandez(6)			1,818,408			4.2
Tae Hea Nahm(7)			2,526,554			6.0
Douglas A. Pepper(8)			2,506,940			6.0
Neeraj Agrawal(9)			2,040,467			4.8
Frederick A. Ball(10)			226,367			*
William B. Binch(11)			104,062			*
Steven M. Winter			—			—
Roger S. Siboni(12)			79,290			*
Susan L. Bostrom(13)			54,300			*
Wesley R. Wasson(14)			16,800			*
All executive officers and directors as a group (14 persons)(15)			9,678,558			21.8

---

(*)*

Represents beneficial ownership of less than 1%.



(1)

Based solely upon aamendment No. 2 to Schedule 13G filed jointly with the SEC on February 14, 201410, 2015 by InterWest Partners IX, L.P.T. Rowe Price Associates, Inc. ("Price Associates") and certain other entitiesT. Rowe Price New Horizons Fund, Inc. ("Price New Horizons"). Price Associates beneficially owns 6,902,905 shares and individuals reporting beneficial ownership as of as of December 31, 2013. Consists of 7,663,756 shares held of record by InterWesthas




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Partners IX, L.P. (IW9). InterWest Management Partners IX, LLC (IMP9) is the general partnersole voting power with respect to 1,666,763 of IW9such shares and sole dispositive power with respect to all of such shares. Price New Horizons beneficially owns 2,622,000 shares and has sole voting and investment control over the shares held by IW9. Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are the managing directors of IMP9. Bruce A. Cleveland, Nina Kjellson, Khaled A. Nasr and Douglas A. Pepper are the venture members of IMP9. Each of the managing directors and venture members share voting and investment controlpower with respect to all of such shares and no dispositive power with respect such shares. The shares beneficially owned by Price New Horizons are included in the shares held by IW9 and disclaims beneficial ownershipholdings of these shares except to the extent of his pecuniary interest therein.Price Associates. The address forof each of these entities is c/o InterWest Partners, 2710 Sand Hill Road, Suite 200, Menlo Park, California 94025.100 E. Pratt Street, Baltimore, Maryland 21202.

(2)

Based solely upon amendment No. 1 to Schedule 13G filed jointly with the SEC on February 11, 201413, 2015 by T. Rowe Price Associates, Inc.FMR LLC ("FMR"), Edward C. Johnson 3d ("E. Johnson"), Abigail P. Johnson ("A. Johnson"), and T. Rowe Price New HorizonsFidelity Growth Company Fund Inc. These securities are owned("FGCF"). FMR has sole voting power with respect to 418,089 shares and sole dispositive power with respect to 6,181,830 shares. Each of E. Johnson and A. Johnson has sole dispositive power with respect to 6,181,830 shares. FGCF has sole voting power with respect to 2,388,801 shares. The address of each of these entities and individuals is 245 Summer Street, Boston, Massachusetts 02210.



(3)

Based solely upon amendment No. 1 to Schedule 13G filed jointly with the SEC on February 10, 2015 by various individualWellington Management Group LLP ("WMG"), Wellington Group Holdings LLP ("WGH"), Wellington Investment Advisors Holdings LLP ("WIAH"), and institutional investors, including T. Rowe Price New Horizons Fund, Inc. (which beneficially owns 2,100,000Wellington Management Company LLP ("WMC"). Each of WMG, WGH, and WIAH has shared voting power with respect to 3,592,183 shares representing 5.2% of theand shared dispositive power with respect to 4,205,964 shares. WMC has shared voting power with respect to 3,554,958 shares outstanding) and T. Rowe Price Associates, Inc. (which beneficially owns 5,399,196 shares representing 13.4% of the shares outstanding), which T. Rowe Price Associates, Inc. ("Price Associates") serves as investment advisershared dispositive power with powerrespect to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.3,992,235 shares. The address of each of these entities is 100 E. Prattc/o Wellington Management Company LLP, 280 Congress Street, Baltimore, Maryland 21202.Boston, Massachusetts 02210.



(3)(4)

Based solely upon aamendment No. 1 to Schedule 13G filed jointly with the SEC on February 18, 2014 by the following entities reporting beneficial ownership as of December 31, 2013: (i) 3,685,450 shares held of record13, 2015 by Storm Ventures Fund III, L.P. (SV III); (ii) 201,586 shares held of record by("SV III"), Storm Ventures Affiliates Fund III, L.P. (SVA III); and (iii) 114,170 shares held of record by("SVA III"), Storm Ventures Principals Fund III, L.L.C. (SVP III).("SVP III"), Storm VentureVentures Associates III, L.L.C. (SVA LLC) isL.L.C ("SVA LLC"), Ryan Floyd ("Floyd"), M. Alex Mendez ("Mendez"), Tae Hea Nahm ("Nahm"), and Sanjay Subhedar ("Subhedar"). SVA LLC, the general partner of SV III and SVA III and the managing member of SVP III. RyanIII, has shared voting and dispositive power with respect to 2,501,220 shares (the "Storm Ventures Shares"), SV III has shared voting and dispositive power with respect to 2,303,832 shares, and SVA III has shared voting and dispositive power with respect to 126,020 shares, and SVP III has shared voting and dispositive power with respect to 71,368 shares. Floyd, M. Alex Mendez, Tae Hea Nahm, and Sanjay Subhedar asare the managing members of SVA LLC shareand each disclaims beneficial ownership of the Storm Ventures Shares except to the extent of his pecuniary interest therein. Floyd has sole voting and investmentdispositive power with respect to the1,012 shares heldand shared voting and dispositive power with respect to 2,502,932 shares. Mendez has shared voting and dispositive power with respect to 2,502,906 shares. Nahm has shared voting and dispositive power with respect to 2,509,754 shares. Subhedar has shared voting and dispositive power with respect to 2,514,916 shares. Includes 16,800 shares subject to options exercisable within 60 days of March 31, 2015 by SV III, SVA III and SVP III.Nahm. The address forof each of these entities and individuals is c/o Storm Ventures, 2440 Sand Hill Road, Suite 301, Menlo Park, California 94025.



(4)(5)

Based solely upon a(i) amendment No. 1 to Schedule 13G filed jointly with the SEC on January 23, 2014February 13, 2015 by the following entitiesInterWest Partners IX, LP ("IWP IX"), InterWest Management Partners IX, LLC ("IMP IX"), Bruce A. Cleveland ("Cleveland"), Philip T. Gianos ("Gianos"), W. Stephen Holmes ("Holmes"), Nina S. Kjellson ("Kjellson"), Gilbert H. Kliman ("Kliman"), Khaled A. Nasr ("Nasr"), Arnold L. Oronsky ("Oronsky"), and individuals reporting beneficial ownership as of December 31, 2013: Mayfield XIII, a Cayman Islands Exempted Limited Partnership (MF XIII) currently owns an aggregate of 3,261,519 shares of Common Stock ofDouglas A. Pepper ("Pepper") and (ii) supplemental information available to the Company. Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (MF XIII EGP), is theEach of IWP IX and its general partner, IMP IX, has sole voting and dispositive power with respect to 2,475,756 shares (the "InterWest Shares"). Gianos, Holmes, Kliman and Oronsky are Managing Directors of MF XIII. Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company (MF XIII UGP), is the general partnerIMP IX. Cleveland, Kjellson, Nasr and Pepper are Venture Members of MF XIII EGP. MF XIII UGP is managed by a three person board of directors, which has the power to vote or dispose of the shares held of record by MF XIII. All board action relating to the voting or disposition of the shares held of record by MF XIII requires approval of a majority of the board. James T. Beck, Navin Chaddha, and Robert T. Vasan, are the directors of MF XIII UGP.IMP IX. Each of the foregoing personsCleveland, Gianos, Holmes, Kjellson, Kliman, Nasr, Oronsky, and Pepper has shared voting and dispositive power with respect to 2,475,756 shares and disclaims beneficial ownership of thesesuch shares except to the extent of his pecuniary interest therein. The address for each of these entities is c/o Mayfield Fund, 2800 Sand Hill Road, Suite 250, Menlo Park, California 94025.



(5)

Based solely upon a Schedule 13G filed with the SEC on February 11, 2014 by the following entities and individuals reporting beneficial ownership as of December 31, 2013: (i) 2,595,262 shares held of record by Battery Ventures IX, L.P. (Battery Ventures IX); and (ii) 25,950 shares held of record by Battery Investment Partners IX, LLC (BIP IX). Battery




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Partners IX, LLC (BPIX) is thePepper has sole general partner of Battery Ventures IX and the sole manager of BIP IX. BPIX's investment adviser is Battery Management Corp. (together with Battery Partners IX, LLC, the "Battery Companies"). Neeraj Agrawal, Michael M. Brown, Thomas J. Crotty, Jesse Feldman, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin and Roger H. Lee are the managing members and officers of the Battery Companies and share voting and dispositive power with respect to the14,384 shares. Includes 16,800 shares heldsubject to options exercisable within 60 days of March 31, 2015 by the Battery Ventures IX and BIP IX. Each of the foregoing persons disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.Pepper. The address forof each of these entities and individuals is c/o Battery Ventures, One Marina2710 Sand Hill Road, Suite 200, Menlo Park, Drive, Suite 1100, Boston, Massachusetts 02210.California 94025.

(6)

Consists of (i) 469,214310,214 shares held of record by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which Mr. Fernandez serves as trustee; (ii) 11,270 shares held by the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which Mr. Fernandez serves as trustee; and (ii) 1,572,314(iii) 1,496,924 shares subject to options exercisable within 60 days of March 31, 2014.2015.



(7)

IncludesConsists of (i) 40,255the Storm Ventures Shares listed in footnote (4) above; (ii) 8,534 shares held of record by The 1998 Ballthe Nahm Family Trust fordated 9-23-1999, of which Mr. BallNahm serves as trustee; and (ii) 337,984 shares subject to options exercisable within 60 days of March 31, 2014.



(8)

Includes (i) the shares listed in footnote (5) above, which are held by entities affiliated with Battery Ventures; and (ii)(iii) 16,800 shares subject to options exercisable within 60 days of March 31, 2014.



(9)

Includes 54,3002015. Mr. Nahm, one of our directors, shares subjectvoting and investment power with respect to options exercisable within 60 days of March 31, 2014.



(10)

Includes (i) the shares listed in footnote (3) above, which are held by entities affiliated with Storm Ventures of which Mr. NahmShares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein; and (ii) 16,800 shares subject to options exercisable within 60 days of March 31, 2014.therein.



(11)(8)

Consists of (i) the sharesInterWest Shares listed in footnote (1) above, which are held by entities affiliated with InterWest Partners, of which Mr. Pepper disclaims beneficial ownership extent to the extent of his pecuniary interest therein;(5) above; (ii) 8,70014,384 shares held of record by the Pepper Family Trust for which Mr. Pepper serves as trustee; and (iii) 16,800 shares subject to options exercisable within 60 days of March 31, 2014.2015. Mr. Pepper, one of our directors, shares voting and investment power with respect to the InterWest Shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.



(12)(9)

Consists of 114,290(i) 8,455 shares held by Mr. Agrawal, (ii) 2,015,212 shares held by Battery Ventures and its affiliated entities ("Battery Ventures"); and (iii) 16,800 shares subject to options exercisable within 60 days of March 31, 2014.2015. Mr. Agrawal, one of our directors, shares voting and investment power with respect to the shares held by Battery Ventures and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.



(13)(10)

Consists of 23,467(i) 6,367 shares held by Mr. Ball; (ii) 32,016 shares held by The 1998 Ball Family Trust, of which Mr. Ball serves as trustee; and (ii) 187,984 shares subject to options exercisable within 60 days of March 31, 2014.2015.



(14)(11)

Includes 2,609,467Consists of 104,062 shares subject to options exercisable within 60 days of March 31, 2014.2015.



(12)

Consists of 79,290 shares subject to options exercisable within 60 days of March 31, 2015.



(13)

Consists of 54,300 shares subject to options exercisable within 60 days of March 31, 2015.



(14)

Consists of 16,800 shares subject to options exercisable within 60 days of March 31, 2015.



(15)

Includes 2,289,394 shares subject to options exercisable within 60 days of March 31, 2015.




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EXECUTIVE COMPENSATION


        Our named executive officers for 2013,2014, which consist of our principal executive officer, and the next two most highly compensated executive officers and one individual who would have been one of the two most highly compensated executives officers but who was not an executive officer at the end of 2014, are:

•

Phillip M. Fernandez, our President, Chief Executive Officer and Chairman of the Board;



•

Frederick A. Ball, our Senior Vice President and Chief Financial Officer;



•

William B. Binch*, Executive Vice President, Worldwide Field Operations; and



•

MargoSteven M. Smith, ourWinter, Executive Vice President, Worldwide Field Operations.

---

*

In October 2014, Mr. Binch became Senior Vice President, Global SMB Sales and General Counsel.ceased being an executive officer.

2013 2014 Summary Compensation Table

        The following table shows compensation awarded to, paid to or earned by, the persons named below for each of the years ended December 31, 20132014 and 20122013 during which such persons qualified as named executive officers of our company.