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

~~Filed by the Registrant ☒~~

~~Filed by a Party other than the Registrant ☐~~

~~Check the appropriate box:~~


☐Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐	Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material ~~Pursuant to~~Under §240.14a-12


BLACKLINE, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

~~Payment of Filing Fee (Check the appropriate box):~~

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

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

~~(1)~~

~~Title of each class of securities to which transaction applies:~~

~~(2)~~

~~Aggregate number of securities to which transaction applies:~~

~~(3)~~

~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11~~

~~(set forth the amount on which the filing fee is calculated and state how it was determined):~~

~~(4)~~

~~Proposed maximum aggregate value of transaction:~~

~~(5)~~

~~Total fee paid:~~

☐

~~Fee paid previously with preliminary materials.~~

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

~~(1)~~

~~Amount Previously Paid:~~

~~(2)~~

~~Form, Schedule or Registration Statement No.:~~

~~(3)~~

~~Filing Party:~~

~~(4)~~

~~Date Filed:~~

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21300 Victory Boulevard, 12^th12th Floor

Woodland Hills, California 91367

(818) 223-9008

To our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of BlackLine, Inc. to be held online on Thursday, May 12^th~~, 2022~~9, 2024 at 9:00 a.m., Pacific time. ~~The annual meeting will be a virtual meeting held over the Internet.~~ You will be able to attend ~~the~~our virtual annual meeting, vote your shares electronically, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/~~BL2022~~BL2024 and entering the sixteen-digit control number located on your Notice of Internet Availability or, if you received a printed copy of the proxy material, your proxy card or voting instruction card.

Details regarding how to attend the virtual annual meeting and the business to be conducted at the annual meeting are more fully described in the accompanying notice of annual meeting of stockholders and proxy statement.

Your vote is important. Regardless of whether you plan to attend the virtual annual meeting, it is important that your shares be represented and voted at the annual meeting, and we hope you will vote as soon as possible. You may vote by proxy ~~over the Internet~~online or by telephone, or if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the virtual annual meeting.

Also, please let us know if you plan to attend the virtual annual meeting by marking the appropriate box on the enclosed proxy card if you requested to receive printed proxy materials, or if you vote by telephone or over the Internet, by indicating your plans when prompted.

Thank you for your ongoing support of, and continued interest in, BlackLine, Inc.

Sincerely,

~~Marc Huffman~~

Owen Ryan

Therese Tucker

~~President and~~

~~Executive~~ Chair of the Board

and Co-CEO

Co-CEO

~~Chief Executive Officer~~

Woodland Hills, California

March 27, 2024

~~March 25, 2022~~

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BLACKLINE, INC.

21300 Victory Boulevard, 12^th12th Floor

Woodland Hills, California 91367

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Time and Date		9:00 a.m., Pacific time, on Thursday, May 12^th~~, 2022~~ 9, 2024

Place		The annual meeting will be a virtual meeting held ~~over the Internet.~~online. You will be able to attend the annual meeting, vote your shares electronically, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/~~BL2022~~BL2024 and entering the sixteen-digit control number located on your Notice of Internet Availability or, if you received a printed copy of the proxy materials, on your proxy card or voting instruction card.

Items of Business		(1) To elect as Class ~~III~~II directors the ~~two~~three nominees named in the accompanying proxy statement to serve until our ~~2025~~2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.

		(2) To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2022.~~ 2024.

		(3) ~~To conduct an~~An advisory non-binding vote to approve the compensation of our named executive officers.

		(4) To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Adjournments andPostponements
~~Adjournments and Postponements~~	Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Record Date		March ~~17, 2022~~ 15, 2024

		Only holders of record of our common stock as of March ~~17, 2022~~15, 2024 are entitled to notice of and to vote at the annual meeting.

Meeting Admission		You are invited to attend the virtual annual meeting if you are a stockholder of record or a beneficial owner of shares of our common stock as of the Record Date. You can attend the virtual annual meeting by visiting www.virtualshareholdermeeting.com/~~BL2022~~BL2024 and entering the sixteen-digit control number located on your Notice of Internet Availability or, if you received a printed copy of the proxy materials, on your proxy card or voting instruction card.

Availability of Proxy Materials		The Notice Regarding the Internet Availability of Proxy Materials, which contains instructions on how to access the proxy materials and our ~~2021~~2023 annual report, is first being sent or given ~~on or about March 25, 2022~~ to all stockholders entitled to vote at the annual ~~meeting.~~meeting on or about March 27, 2024. The proxy materials and our ~~2021~~2023 annual report can be accessed by following the instructions in the Notice Regarding the Internet Availability of Proxy Materials.

	Voting

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~~Voting~~

Your vote is very important. You may vote by proxy ~~over the Internet~~online or by telephone, or if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. For specific instructions on how to vote your shares, please refer to the section entitled “Questions andAnswers” beginning on page 1 of the accompanying proxy statement.

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By order of the Board of Directors,

Karole Morgan-Prager

Chief Legal and Administrative Officer and

Secretary

Woodland Hills, California

March ~~25, 2022~~27, 2024

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		Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		87
Composition of the Board		87
Stockholders’ Agreement		87
Nominees for Director		98
Continuing Directors		109
Director Not Continuing		1113
~~Director~~Board Diversity		1213
~~Director Independence~~Board Expertise		1213
Director Independence	14
Board Leadership Structure		1214
Role of Board in Risk Oversight Process		1315
Board Education	16
Board Meetings and Committees		1316
Compensation Committee Interlocks and Insider Participation		1518
Considerations in Evaluating Director Nominees		1518
Stockholder Recommendations for Nominations to Our Board		1619
Communications with the Board of Directors		1619
Code of Business Conduct and Ethics		1719
Director Stock Ownership Guidelines		1720
Corporate Responsibility and Sustainability		1720
COMPENSATION OF NON-EMPLOYEE DIRECTORS		1922
Outside Director Compensation Policy		1922
Director Compensation Table		2023
PROPOSAL NUMBER 1 ELECTION OF CLASS ~~III~~II DIRECTORS		2125
Nominees for Director		2125
Required Vote		2125
Board Recommendation		2125
PROPOSAL NUMBER 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		2226
Fees Paid to the Independent Registered Public Accounting Firm		2226
Auditor Independence		2226
Audit and Non-Audit Services Pre-Approval Policy		2226
Required Vote		2228
Board Recommendation		2327
Audit Committee Report		2327
PROPOSAL NUMBER 3 ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS		2428
Advisory Vote on Compensation of Named Executive Officers		2428
Required Vote		2428
Board Recommendation		2428
EXECUTIVE OFFICERS		2529
OTHER EXECUTIVES		2630
EXECUTIVE COMPENSATION		2731
Compensation Discussion and Analysis		2731
Governance of Executive Compensation Program		3135
Individual Compensation Elements		3339

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Other Compensation Policies and Practices							3846
Tax and Accounting Considerations							3946
Executive Employment Arrangements							4047
Compensation Committee Report							4148
Summary Compensation Table							4249
Grants of Plan-Based Awards During ~~2021~~2023							4350
Outstanding Equity Awards at Year-End							4351
Stock Option Exercises and Stock Awards Vested During ~~2021~~2023							4553

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BLACKLINE, INC.

PROXY STATEMENT

FOR THE ~~2022~~2024 ANNUAL MEETING OF STOCKHOLDERS

To be held at 9:00 a.m., Pacific time, on Thursday, May ~~12th, 2022~~9, 2024

The information provided in the “Questions and Answers” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read the entire proxy statement carefully. In this proxy statement, the terms “BlackLine,” “we,” “our,” and “Company” refer to BlackLine, Inc., a Delaware corporation.

QUESTIONS AND ANSWERS

ABOUT THE PROXY MATERIALS AND ANNUAL MEETING

Why am I receiving these materials?

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (our “Board”) for use at the ~~2022~~2024 annual meeting of stockholders of BlackLine, ~~Inc., a Delaware corporation,~~ and any postponements or adjournments thereof. The annual meeting will be held ~~virtually~~online on Thursday, May ~~12th, 2022~~9, 2024 at 9:00 a.m., Pacific time. You will be able to attend the virtual annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/~~BL2022~~BL2024 and entering the sixteen-digit control number located on your Notice of Internet Availability (as discussed below) or, if you received printed proxy materials, on your proxy card or voting instruction card.

Stockholders are invited to attend the virtual annual meeting and are requested to vote on the items of business described in this proxy statement. The Notice Regarding the Internet Availability of Proxy Materials, or the Notice of Internet Availability, which contains instructions on how to access the proxy materials and our ~~2021~~2023 annual report, is first being sent or given on or about March ~~25, 2022~~27, 2024 to all stockholders entitled to notice of and to vote at the virtual annual meeting. The proxy materials and our ~~2021~~2023 annual report can be accessed by following the instructions in the Notice of Internet Availability as well as online at our Investor Relations website at http://investors.blackline.com.

What proposals am I voting on?

You are being asked to vote on three proposals:

•the election of the ~~two~~three nominees for Class ~~III~~II director named in this proxy statement to hold office until our ~~2025~~2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;

•the ratification of the appointment of PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for our fiscal year ending December 31, ~~2022;~~2024; and

•an advisory non-binding vote to approve the compensation of our named executive officers.

You will also be ~~voting~~asked to vote on any other business as may properly come before the annual meeting or any adjournments or postponements thereof.

What other matters may be brought before the annual meeting?

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

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How does the ~~board of directors~~Board recommend that I vote?

Our ~~board of directors~~Board recommends that you vote your shares:

•“FOR” each of the ~~two~~three nominees for Class ~~III~~II director named in this proxy statement;

•“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, ~~2022;~~2024; and

•“FOR” the advisory non-binding vote to approve the compensation of our named executive officers.

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Who is entitled to vote at the annual meeting?

Holders of our common stock as of the close of business on March ~~17, 2022,~~15, 2024, the Record Date for the annual meeting, are entitled to vote at the annual meeting. As of the ~~Record~~Record Date, there were ~~59,292,567~~61,802,503 shares ofof our common stock issued and outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of common stock is entitled to one vote on each matter properly brought before the annual meeting.

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date for the annual meeting, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (previously known as American Stock Transfer & Trust Company, ~~LLC, or AST,~~LLC), then you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card, to vote electronically at the virtual annual meeting, or by Internet or by telephone, or, if you received paper copies of the proxy materials by mail, to vote by mail by following the instructions on the proxy card or voting instruction card.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on the Record Date for the annual meeting, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice of Internet Availability is being 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 direct your broker, bank or other nominee regarding how to vote the shares in your account by following the voting instructions your broker, bank or other nominee provides. You are also invited to attend the virtual annual meeting. However, since you are not the stockholder of record, you may not vote your shares electronically at the virtual annual meeting unless you obtain a legal proxy from your broker, bank or other nominee.

How can I vote my shares?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in one of the following ways:

•You may vote electronically at the annual meeting. If you plan to attend the virtual annual meeting, you may vote by proxy or electronically at the annual meeting.

•You may vote by mail. To vote by mail, complete, sign and date the proxy card that accompanies this proxy statement and return it promptly in the postage-prepaid envelope provided (if you received printed proxy materials). Your completed, signed and dated proxy card must be received prior to the annual meeting.

•You may vote by telephone. To vote over the telephone, call toll-free 1-800-690-6903 and follow the instructions. Have your Notice of Internet Availability or proxy card available when you call. You will be asked to provide the control number from your Notice of Internet Availability or proxy card. Telephone voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern ~~Time,~~time, on Wednesday, May ~~11, 2022.~~

8, 2024.

•You may vote ~~via the Internet~~online. To vote via the Internet, go to www.proxyvote.com to complete an electronic proxy card (have your Notice of Internet Availability or proxy card in hand when you visit the website). You will be asked to provide the control number from your Notice of Internet Availability or proxy card. Internet voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern ~~Time,~~time, on Wednesday, May ~~11, 2022.~~8, 2024.

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Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee

If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow ~~the~~your voting instructions ~~provided by your broker, bank or other nominee~~ in order to ~~instruct~~direct your broker, bank or other nominee on how to vote your shares. Beneficial owners ~~of shares~~ should generally be able to vote by returning the voting instruction card to their broker, bank or other nominee, or by telephone or ~~via the Internet.~~online. However, the availability of telephone or ~~Internet~~online voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a beneficial owner, you may only vote your shares electronically at the annual meeting if you obtain a legal proxy from your broker, bank or other nominee.

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Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can change your vote or revoke your proxy by:

•entering a new vote by telephone or ~~via the Internet~~online (until the applicable deadline for each method as set forth above);

•returning a later-dated proxy card (which automatically revokes the earlier proxy);

•	~~providing a written notice of revocation prior to the annual meeting to our corporate secretary at our principal executive offices as follows: BlackLine, Inc., 21300 Victory Boulevard, 12~~^th ~~Floor, Woodland Hills, California 91367, Attn: Corporate Secretary; or~~

•providing a written notice of revocation prior to the annual meeting to our corporate secretary at our principal executive offices as follows: BlackLine, Inc., 21300 Victory Boulevard, 12th Floor, Woodland Hills, California 91367, Attn: Corporate Secretary; or

•attending the virtual annual meeting and voting electronically. Attendance at the virtual annual meeting will not cause your previously granted proxy to be revoked unless you specifically so request or cast your vote electronically at the virtual annual meeting.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission ~~or the SEC,~~(“SEC”), we have elected to distribute our proxy materials, including the notice of annual meeting of stockholders, this proxy statement and our ~~2021~~2023 annual report, primarily via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials ~~on the Internet,~~online, how to vote on the proposals, how to request printed copies of the proxy materials and ~~2021~~2023 annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our ~~board of directors.~~Board. The persons named in the proxy, Mark Partin, our Chief Financial Officer, and Karole Morgan-Prager, our Chief Legal and Administrative Officer and Secretary, have been designated as proxies for the annual meeting by our ~~board of directors.~~Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted electronically at the virtual annual meeting in accordance with the instruction of the stockholder on such proxy. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our ~~board of directors~~Board on the proposals as described above and, if any other matters are properly brought before the annual meeting, the shares will be voted in accordance with the proxies’ judgment.

How many votes do I have?

Holders of our common stock are entitled to one vote for each share held as of the Record Date.

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What is the quorum requirement for the annual meeting?

A quorum is the minimum number of shares or voting power required to be present or represented at the annual meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, virtually or represented by proxy, of a majority of the voting power of our stock issued and outstanding and entitled to vote at the annual meeting will constitute a quorum to transact business at the annual meeting. Abstentions, “WITHHOLD” votes, and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the ~~chair~~Chair of the meeting may adjourn the meeting to another time or place.

What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee, as applicable, as to how to vote on matters deemed “non-routine” and there is at least one “routine” matter to be voted upon at the annual meeting. Generally, if shares are held in “street name,” the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not

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provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank or other nominee votes shares on the “routine” matters, but does not vote shares on the “non-routine” matters, those shares will be treated as broker non-votes with respect to the “non-routine” proposals. Accordingly, if you ~~own~~are a beneficial owner of shares through a ~~nominee, such as a~~ broker, bank, or ~~bank,~~other nominee, please be sure to instruct your broker, bank, or other nominee how to vote to ensure that your vote is counted on each of the proposals.

What matters are considered “routine” and “non-routine”?

The ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, ~~2022 (Proposal~~2024 (“Proposal No. 2)2”) is considered “routine” under applicable rules. The election of Class ~~III~~II directors ~~(Proposal~~(“Proposal No. 1)1”), and the advisory non-binding vote to approve the compensation of our named executive officers ~~(Proposal~~(“Proposal No. 3)3”) are considered “non-routine” under applicable rules.

What are the effects of abstentions and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that such stockholder wishes to abstain from voting its shares, or if a broker, bank or other nominee causes abstentions to be recorded for shares, these sharesAbstentions will be considered as shares present and entitled to vote at the annual meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy and entitled to vote aton the ~~annual meeting~~proposal (Proposals No. 2 and No. 3). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, you may only vote “FOR” or “WITHHOLD” for each nominee and abstentions will have no impact on the outcome of such proposal as long as a quorum exists.

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the annual meeting but will not be counted for purposes of determining the ~~number of votes cast~~voting power entitled to vote on a proposal. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any of the proposals.

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

Proposal No. 1: Election of Class ~~III~~II Directors. The election of Class ~~III~~II directors requires a plurality of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to vote on the election of directors. This means that the ~~two~~three nominees for Class ~~III~~II director receiving the highest number of “FOR” votes will be elected as Class ~~III~~II directors. You may vote (i) “FOR” for each director nominee or (ii) “WITHHOLD” for each director nominee. Because this is an uncontested election where the number of nominees equals the number of directors to be elected, and the outcome of this proposal will be determined by a plurality vote, shares voted “WITHHOLD” will ~~not prevent a director nominee from being elected as a director.~~have no legal effect on the outcome of the proposal. Broker non-votes will not affect the outcome of ~~voting on~~ this proposal.

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Proposal No. 2: Ratification of Appointment of PwC. The ratification of the appointment of PwC requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to ~~vote.~~vote on the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions ~~will count towards the quorum requirement for the annual meeting and~~ will have the same effect as a vote against the proposal. Broker non-votes will not affect the outcome of ~~voting on~~ this proposal.

Proposal No. 3: Advisory Non-Binding Vote to Approve the Compensation of Named Executive Officers. The advisory non-binding vote to approve the fiscal ~~2021~~2023 compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to ~~vote.~~vote on the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions ~~will count towards the quorum requirement for the annual meeting and~~ will have the same effect as a vote against the proposal. Broker non-votes will not affect the outcome of voting on this proposal. Because this vote is advisory only, it will not be binding on our ~~board of directors.~~Board. The ~~compensation committee~~Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Who will count the votes?

A representative of Broadridge Financial Solutions will tabulate the votes and act as inspector of elections.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a signed proxy but you do not provide voting instructions, your shares will be voted:

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•“FOR” each of the ~~two~~three nominees for Class ~~III~~II director named in this proxy statement;

•“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, ~~2022;~~2024; and

•“FOR” the advisory non-binding vote to approve the compensation of our named executive officers.

In addition, if any other matters are properly brought before the annual meeting or any adjournments or postponements thereof, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee. Brokers, banks and other nominees holding shares of common stock in “street name” for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole “routine” matter—Proposal No. 2 (ratification of the appointment of PwC). Absent direction from you, however, your broker, bank or other nominee will not have the discretion to vote on Proposal No. 1 relating to the election of directors, and Proposal No. 3 relating to the approval of the compensation of our named executive officers.

How can I contact BlackLine’s transfer agent?

You may contact our transfer agent, ~~AST,~~Equiniti Trust Company, LLC (previously known as American Stock Transfer & Trust Company LLC), by telephone at (800) 937-5449 (toll-free for United States residents), or by ~~email~~e-mail at ~~info@amstock.com.~~helpAST@equiniti.com. Materials may be mailed to ~~AST at:~~

~~American Stock Transfer &~~Equiniti Trust Company, LLC
at:

~~6201 15~~^th ~~Avenue~~
Equiniti Trust Company, LLC

~~Brooklyn, NY 11219~~PO Box 500

Newark, NJ 07101

How can I attend the annual meeting?

The annual meeting will be a virtual meeting held ~~over the Internet.~~online. You will be able to attend the virtual annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/~~BL2022~~BL2024 and entering the sixteen-digit control number located on your Notice of Internet Availability or, if you received printed proxy materials, your proxy card or voting instruction card. The annual meeting webcast will begin promptly at 9:00 a.m., Pacific time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., Pacific time, and you should allow ample time for the check-in procedures. You will have the same rights and opportunities that would be afforded by an in-person meeting.

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Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you were a beneficial owner of shares that are held in “street name” at the close of business on the Record Date, you may not vote your shares electronically at the virtual annual meeting unless you obtain a “legal proxy” from your broker, bank or other nominee who is the stockholder of record with respect to your shares. You may still attend the virtual annual meeting even if you do not have a legal proxy. For admission to the virtual annual meeting, visit www.virtualshareholdermeeting.com/~~BL2022~~BL2024 and enter the sixteen-digit control number located on your proxy card.

How are proxies solicited for the annual meeting and who is paying for such solicitation?

Our ~~board of directors~~Board is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing, and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks, and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks, or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

Where can I find the voting results of the annual meeting?

We will announce preliminary voting results at the annual meeting. We will also disclose voting results on a Current Report on Form 8-K (“Form 8-K”) filed with the SEC within four business days after the annual meeting. If final voting results are not available to us in time to file a ~~Current Report on~~ Form 8-K within four business days after the annual meeting, we will file a ~~Current Report on~~ Form 8-K to

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publish preliminary results and, within four business days after final results are known, file an ~~additional Current Report on~~amendment to the Form 8-K to publish the final results.

What does it mean if I receive more than one Notice of Internet Availability or more than one set of printed materials?

If you receive more than one Notice of Internet Availability or more than one set of printed materials, your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice of Internet Availability or each set of printed materials, as applicable, to ensure that all of your shares are voted.

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?

We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the Notice of Internet Availability and, if applicable, the proxy materials and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, the proxy materials and annual report, to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

BlackLine, Inc.

Attention: Investor Relations

21300 Victory Boulevard, 12^th12th Floor

Woodland Hills, CA 91367

Tel: (818) 223-9008

Stockholders who hold shares in street name may contact their broker, bank or other nominee to request information about householding.

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Is there a list of stockholders entitled to vote at the annual meeting?

The names of stockholders of record entitled to vote at the annual meeting will be available ~~from our Corporate Secretary~~ for ten days ~~prior to the meeting for any purpose germane to~~before the annual meeting during regular business hours at our corporate headquarters located at 21300 Victory Boulevard, 12^th12th Floor, Woodland Hills, California 91367. Please contact our Corporate Secretary a reasonable time in advance to make appropriate arrangements, but in no event less than 48 hours in advance of your desired visiting ~~time, and please note that you will be required to comply with all COVID-19 health and safety protocols required by law at that~~ time. ~~The list of stockholders will also be available during the annual meeting through the meeting website at www.virtualshareholdermeeting.com/BL2022.~~

When are stockholder proposals due for next year’s annual meeting?

Please see the section entitled Stockholder Proposal Deadlines for ~~2023~~2025 Annual Meeting in this proxy statement for more information regarding the deadlines for the submission of stockholder proposals for our ~~2023~~2025 annual meeting.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Our ~~board of directors~~Board is currently comprised of ~~nine members. Our board of directors consists of~~eleven members, divided into three classes of directors, each serving staggered three-year terms. Upon expiration of the term of a class of directors, directors in that class will be elected for a three-year term at the annual meeting of stockholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. 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.

Stockholders’ Agreement

In connection with our initial public offering, we ~~previously~~ entered into an Amended and Restated Stockholders’ Agreement with Silver Lake Sumeru Fund, L.P., Silver Lake Technology Investors Sumeru, L.P., Iconiq Strategic Partners, L.P., ICONIQ Strategic Partners-B, L.P., Iconiq Strategic Partners Co-Invest, L.P., BL Series and Iconiq Strategic Partners Co-Invest, L.P., BL2 Series, Therese Tucker and Mario Spanicciati (together, the ~~Stockholder Parties)~~“Stockholder Parties”), dated as of October 27, 2016 (or the ~~Stockholders’ Agreement)~~“Stockholders’ Agreement”). Pursuant to the Stockholders’ Agreement, only Ms. Tucker continues to beneficially own a sufficient number of shares to designate a designee on our ~~board of directors.~~Board. Ms. Tucker will continue to be entitled to membership on our ~~board of directors~~Board for so long as she continues to hold 5% or more of the ~~Designation Threshold~~issued and outstanding Common Stock (the “Designation Threshold”) as of the Ownership Measurement Date ~~(each as~~(as defined in the Stockholder Agreement), provided,, however,, in the event that Ms. Tucker ceases to be employed by the ~~company~~Company for any reason and she beneficially owns less than the Designation Threshold she will be required to immediately tender her resignation from our ~~board of directors~~Board effective only upon acceptance by our ~~board of directors,~~Board, and our ~~board of directors~~Board may, in its sole discretion, accept or reject such resignation. If our ~~board of directors~~Board rejects the resignation, Ms. Tucker will continue to have the right to be designated for membership on our ~~board of directors;~~Board; provided that our ~~board of directors~~Board will have the right, by unanimous vote of the other directors (excluding Ms. Tucker), to require her resignation from our ~~board of directors~~Board if our ~~board of directors~~Board determines such resignation would be in the best interests of the ~~company,~~Company, regardless of the number of shares of common stock held by Ms. Tucker. The affiliates of each of the Stockholder Parties who continue to hold shares have agreed to vote their shares in favor of Ms. Tucker.

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~~We understand the importance of having a board of directors comprised of talented people with the highest integrity and the necessary skills and qualifications to oversee our business.~~ The following tables and biographical descriptions set forth the names, ages, and certain other information for each of the directors who are standing for reelection at the annual meeting, as well as each of the continuing members of our ~~board of directors. We have also included information regarding Graham Smith, a current member of the board of directors, who is not standing for reelection at the annual meeting.~~Board. All information is as of March ~~17, 2022.~~15, 2024.


Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated	Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Nominees for Director							Nominees for Director
Owen Ryan							Owen Ryan	II	61	Chair of the Board and Co-Chief Executive Officer	2018	2024	2027
Sophia Velastegui(1)(4)							Sophia Velastegui(1)(4)	II	48	Director	2020	2024	2027
William Wagner(2)(4)							William Wagner(2)(4)	II	57	Director	2023	2024	2027
Continuing Directors							Continuing Directors
Camille Drummond(1)(5)							Camille Drummond(1)(5)	III	55	Director	2024	2025	—
Brunilda Rios(1)(4)							Brunilda Rios(1)(4)	III	58	Director	2023	2025	—
Barbara Whye⁽³⁾	III	54	Director	2021	2022	2025	Barbara Whye(3)	III	56	Director	2021	2025	—
Mika Yamamoto⁽²⁾	III	49	Director	2019	2022	2025	Mika Yamamoto(2)	III	51	Director	2019	2025	—
Continuing Directors
Marc Huffman	I	51	Chief Executive Officer and Director	2020	2023	—
Therese Tucker	I	60	Executive Chair and Director	2001	2023	—	Therese Tucker	I	62	Co-Chief Executive Officer and Director	2001	2026	—
Thomas Unterman⁽²⁾⁽³⁾	I	77	Director	2010	2023	—	Thomas Unterman(2)(3)	I	79	Director	2010	2026	—
Owen Ryan⁽¹⁾⁽³⁾	II	59	Director	2018	2024	—
Kevin Thompson⁽¹⁾⁽²⁾	II	56	Director	2017	2024	—
Sophia Velastegui⁽¹⁾⁽²⁾	II	46	Director	2020	2024	—
Director Not Continuing
Graham Smith⁽¹⁾⁽³⁾	III	62	Director	2015	2022	—
Amit Yoran(3)(4)							Amit Yoran(3)(4)	I	53	Director	2023	2026	—
Directors Not Continuing
Kevin Thompson(1)(2)(6)
Kevin Thompson(1)(2)(6)
Kevin Thompson(1)(2)(6)								II	58	Director	2017	2024	—

_________________

(1)Member of Audit Committee.

(2)Member of Compensation Committee.

(3)Member of Nominating and Corporate Governance Committee.

(4)Member of Technology and Cybersecurity Committee.

~~(1)~~

~~Member of audit committee.~~

~~(2)~~

~~Member of compensation committee.~~

~~(3)~~

~~Member of nominating and corporate governance committee.~~

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(5)Ms. Drummond joined our Board and our Audit Committee on March 15, 2024.

(6)Mr. Thompson is not standing for ~~Director~~

~~Barbara Whye~~ ~~has served~~re-election at the 2024 annual meeting, but will continue to serve as a member of our ~~board~~Board and the committees of directors since April 2021. Since November 2020, Ms. Whye has worked as Vice President of Inclusion & Diversity at Apple Inc., a consumer electronics and technology company. Before joining Apple, Ms. Whye spent 25 years with Intel Corporation, a semiconductor chip and technology company, in various roles including Business operations and Talent Manager, Internal Senior Business Consultant, Director of Global Strategic Initiatives, Director of Diversity in Technology Initiative, Director of Strategy and External Alliances, and most recently, Chief Diversity and Inclusion Officer and Corporate Vice President of Social Impact. Ms. Whye holds a B.S. in Electrical Engineering from the University of South Carolina (USC) and holds an M.B.A. from USC’s Darla Moore School of Business.

~~Our board of directors believes that Ms. Whye~~which he is ~~qualified to serve as a director based on her leadership experience in the technology industry, and her extensive expertise in fostering inclusion and diversity.~~

~~Mika Yamamoto~~ ~~has served as~~ a member until the expiration of ~~our board~~his current term ending on the date of directors since April 2019. Ms. Yamamoto has served as EVP, Chief Marketing and Customer Experience Officer at F5 Networks, Inc., an enterprise network monitoring and technology company, since May 2019. Ms. Yamamoto previously served as Global President, and subsequently Vice President/GM of Marketo, Inc., an Adobe Company, from August 2018 to March 2019. From June 2016 to August 2018, Ms. Yamamoto worked at SAP SE, an enterprise business application company, first as Chief Marketing Officer and then as Chief Digital Marketing Officer. Prior to joining SAP, Ms. Yamamoto worked as Head of Marketing & Merchandising at Amazon.com, Inc., a retail and cloud computing company, from October 2015 to May 2016. Prior to joining Amazon, Ms. Yamamoto served as Growth Officer and Strategist at Drumroll, a brand experience agency, from January 2013 to October 2015. Ms. Yamamoto holds a Bachelor of Commerce, Economics and Marketing from Queen’s University.the 2024 annual meeting.

~~Our board of directors believes that Ms. Yamamoto is qualified to serve as a director based on her extensive enterprise marketing experience and leadership experience in the technology industry.~~

Nominees for Director


Owen Ryan			Skills and Qualifications Provided to Our Board
Age: 61 Director Since: 2018 Chair of the Board Since: 2023			•Significant strategic leadership, including as president or chief executive officer •Significant sales, marketing, and operational experience •Extensive financial and accounting expertise •Public company board and corporate governance experience •Certified public accountant •Expertise in strategy, operational and financial management
			Professional Experience Highlights
			•BlackLine, Inc.: Co-Chief Executive Officer and Chairman (since 2023) •Geller Advisors LLC, a provider of strategic advisory and wealth management services: Chief Executive Officer (2019-2022) •Geller & Company, a provider of outsourced CFO and technology services: Chief Strategy Officer (2018-2022) and Managing Principal (2018-2022) •AEGIS Insurance Services, Inc., a mutual insurance company: Chief Executive Officer and President (2016-2017) •Deloitte Advisory, Deloitte & Touche LLP’s Risk Advisory practice: Chief Executive Officer and Managing Partner as well as various other roles (1985-2016)
			Other Public Company Boards
			•Lincoln National Corp. (September 2023-present)
			Education
			•M.B.A. from Columbia University •B.S. from New Jersey City University

Sophia Velastegui			Skills and Qualifications Provided to Our Board
Age: 48 Independent Director Since: 2020			•Extensive engineering, product development, and product leadership experience in the technology sector •Significant strategic leadership, operational experience, and management experience at technology and software companies •Expertise in strategy, artificial intelligence, and technology •Valuable expertise in cybersecurity provides our Board and its Technology and Cybersecurity Committee with deep knowledge in these areas
			Professional Experience Highlights
Committees: Audit Technology & Cybersecurity (Chair)			•Aptiv PLC, an automotive technology company: Senior Vice President and Chief Product Officer (since 2022) •National Artificial Intelligence (AI) Advisory Committee of the U.S. National Science Foundation, an independent federal agency that supports science and engineering: Member (since 2023) •Microsoft Corporation, a software and technology company: Chief Technology Officer, AI in Business Applications (2020-2022) and GM of AI Products & Search (2017-2020) •Doppler Labs, an audio technology company: Chief Product Officer (2017) •Nest Labs, Inc., a home automation specialist company that was acquired by Google: Head of Silicon/Architecture Roadmap (2014-2017) and Lead for Silicon/ Architecture Roadmap (2014-2017)
			Education
			•M.S. in Mechanical Engineering from the University of California at Berkeley •B.S. in Mechanical Engineering from Georgia Institute of Technology

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William Wagner			Skills and Qualifications Provided to Our Board
Age: 57 Independent Director Since: 2023			•Significant strategic leadership and operational experience at technology and software companies, including as president or chief executive officer •Extensive sales and marketing leadership experience at technology companies •Significant public company board and corporate governance experience, including on the boards of global, public technology and software companies •In-depth knowledge of the technology sector and cybersecurity
Committees:			Professional Experience Highlights
Compensation Technology & Cybersecurity			•GoTo Group, Inc. (formerly known as LogMeIn, Inc.), a provider of software-as-a-service and cloud-based remote work tools: President and Chief Executive Officer (2015-2022), President and Chief Operating Officer (2015) and Chief Operating Officer (2013-2014). In 2020, GoTo transitioned from being a publicly-traded company to being privately held. •Vocus, Inc., a cloud marketing software provider: Executive Vice President and Chief Operating Officer (2010-2012) and Chief Marketing Officer (2006-2010) •Fiberlink Communications, a mobile management and security company: Chief Marketing Officer (2000-2006)
			Other Public Company Boards
			•Avery Dennison Corp. (October 2022-present) •Semrush Holdings, Inc. (September 2022-present) •Akamai Technologies, Inc. (April 2018-present) •GoTo Group, Inc. (formerly LogMeIn, Inc.) (Public 2015-2020, Private 2020-2022)
			Education
			•M.B.A from the Wharton School of Business, University of Pennsylvania •B.A. in History from Lafayette College

Continuing Directors

~~Marc Huffman~~ has served as our Chief Executive Officer since January 2021, as our President since February 2020, as our Chief Operating Officer from February 2018 to January 2021, and as a member of our board of directors since May 2020. Prior to joining us, Mr. Huffman served as President, Worldwide Sales and Distribution of NetSuite Inc., a global cloud ERP software provider (acquired by Oracle Corporation), from April 2014 to February 2018, Senior Vice President of North American Verticals, Channels and APAC of NetSuite from 2010 to April 2014, Senior Vice President of Sales, North America of NetSuite from 2008 to 2010 and Vice President of Sales of NetSuite from December 2003 to 2008. Prior to joining NetSuite, Mr. Huffman served as a director of sales responsible for Canada and the central United States at Oracle Corporation, a software technology company. From March 2016 to May 2021, Mr. Huffman served on the board of directors of ChannelAdvisor Corporation, a provider of software-as-a-service solutions that help retailers and branded manufacturers improve their online performance. Mr. Huffman holds a B.S. with an emphasis in Marketing from California State University, Chico.


Camille Drummond			Skills and Qualifications Provided to Our Board
Age: 55 Independent Director Since: 2024			•Extensive financial and accounting expertise at an international, FTSE10 company •Significant experience leading process transformation within the CFO office •A qualified accountant with expertise in strategy and financial management, including qualifying as a “financial expert” under applicable SEC rules
Committees:			Professional Experience Highlights
Audit			BP p.l.c., an integrated energy business with operations globally: Senior Vice President for Global Business Services (GBS) (since 2018), Head of Group Planning and Performance (2016-2018), Global Head of Trading Business Services (2014-2016), Chief Financial Officer of European Gas and Power trading business (2011-2014), Senior Finance Officer (2009-2011), Chief of Staff to Group Deputy CFO (2007-2009), and prior to that various finance roles (1989-2007)
			Education
			•M.B.A. from Henley Management College

Our board of directors believes that Mr. Huffman is qualified to serve as a director based on his extensive management experience in the technology industry, and operational insight and expertise he has accumulated as our Chief Executive Officer, President and Chief Operating Officer.

~~Owen Ryan~~ has served as a member of our board of directors since August 2018. Since 2018, Mr. Ryan has worked as the Chief Strategy Officer, and subsequently Chief Executive Officer, of Geller Advisors, a strategic financial advisory and wealth management company. From 2016 to 2017, Mr. Ryan served as the President and Chief Executive Officer of AEGIS Insurance, a mutual insurance company. Prior to joining AEGIS Insurance, Mr. Ryan was Managing Partner and Chief Executive Officer of Deloitte Advisory, a financial advisory company, from 2008 until 2016. Mr. Ryan holds a B.S. from New Jersey City University and an M.B.A. from Columbia University, and is a certified public accountant.

~~Our board of directors believes that Mr. Ryan is qualified to serve as a director based on his extensive management and financial expertise.~~

~~Kevin Thompson~~ has served as a member of our board of directors since October 2017. Since April 2021, Mr. Thompson has served as Chairman and Chief Executive Officer of Tricentis, a company that provides software testing automation and software quality assurance products for enterprise software. From March 2010 to December 2020, Mr. Thompson served as President and Chief Executive Officer of SolarWinds Inc., an enterprise information technology infrastructure management software company, or SolarWinds, and held several other positions since joining SolarWinds in July 2006. Mr. Thompson served as Chairman of the board of directors of SolarWinds from October 2018 through November 2020. Prior to joining SolarWinds, Mr. Thompson served as Chief Financial Officer of Surgient, Inc., a software company, and also served as Senior Vice President and Chief Financial Officer of SAS Institute, a business intelligence software company, and as Executive Vice President and Chief Financial Officer of Red Hat, Inc., an enterprise software company. Mr. Thompson previously served on the board of directors of Instructure, Inc, an education technology company, from November 2016 to February 2020, and also served on the board of directors of Barracuda Networks, Inc., a data security and storage company, from September 2013 to June 2016, and the board of directors of NetSuite Inc., a business management software company, from September 2006 to November 2016. Mr. Thompson holds a B.B.A. from the University of Oklahoma.

Our board of directors believes that Mr. Thompson is qualified to serve as a director based on his extensive leadership and financial experience in the technology industry, as well as his service on the boards of several public companies in the technology sector.

~~Therese Tucker~~ is our founder and has served as our Executive Chair since January 2021. Ms. Tucker previously served as our Chief Executive Officer and a member of our board of directors from August 2001 to January 2021. Prior to founding the Company, Ms. Tucker served as Chief Technology Officer for SunGard Treasury Systems, Inc. and SunGard Trading Systems, Inc., providers of software solutions and information technology services. Ms. Tucker holds a B.S. in Computer Science and Mathematics from University of Illinois at Urbana-Champaign.

Our board of directors believes that Ms. Tucker is qualified to serve as a director based on her extensive leadership experience in the finance and technology industry, and the operational insight and expertise she has accumulated as our founder and Chief Executive Officer.9

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Brunilda Rios			Skills and Qualifications Provided to Our Board
Age: 58 Independent Director Since: 2023			•Extensive financial and accounting expertise, including as chief accounting officer of a publicly traded company •Significant experience leading digital and process transformation within the CFO office •Extensive management experience in the technology industry •Expertise in strategy and financial management, including qualifying as a “financial expert” under applicable SEC rules
Committees:			Professional Experience Highlights
Audit (Chair) Technology & Cybersecurity			Dell Technologies, a leading technology and IT solutions company: Chief Accounting Officer (since 2020), SVP Global Revenue (2018-2020), VP Corporate Accounting (2016-2018), Executive Director - Corporate Accounting and Reporting (2005-2016), and Dell Financial Services, Corporate and Treasury Accounting Manager (2000-2005)
			Education
			•Bachelor’s degree in Accounting and Finance from the University of Puerto Rico

Therese Tucker			Skills and Qualifications Provided to Our Board
Age: 62 Director Since: 2001			•Vision and unique expertise as the Company’s founder •Extensive leadership experience in the finance and technology industry •Operational insight and expertise accumulated as our founder and an executive of our company, including as Chief Executive Officer •Experience in sales, marketing and product development in the technology industry, and deep knowledge of the Company’s customer base and product line
			Professional Experience Highlights
			•BlackLine, Inc.: Co-Chief Executive Officer (since 2023), Executive Chair of the Board (2021-2023), and Chief Executive Officer and Founder (2001-2021) •SunGard Treasury Systems, Inc. and SunGard Trading Systems, Inc., providers of software solutions and information technology services: Chief Technology Officer (1997-2001)
			Education
			•B.S. in Computer Science and Mathematics from University of Illinois at Urbana-Champaign

~~Thomas Unterman~~ has served as a member of our board of directors since 2010. Since September 1999, Mr. Unterman has served as Partner for Rustic Canyon Partners, an early stage venture capital firm, which he founded in September 1999. Previously, Mr. Unterman served as Executive Vice President and Chief Financial Officer of The Times Mirror Company, a newspaper publishing company that was acquired by Tribune Co. Currently, Mr. Unterman serves as a director of several civil rights non-profit companies. He also serves as a director for several of the Rustic Canyon portfolio companies. Mr. Unterman holds a J.D. from University of Chicago and a B.A. from the Woodrow Wilson School of Public Affairs at Princeton University.10

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Our board of directors believes that Mr. Unterman is qualified to serve as a director based on his substantial experience as an executive officer of a public company, as an investment professional, and as a director of private technology companies, as well as his historical knowledge of the Company and his ability to bring continuity to the board of directors.


Thomas Unterman			Skills and Qualifications Provided to Our Board
Age: 79 Independent Director Since: 2010			•Substantial experience as an investment professional •Substantial experience as an executive officer of a public company and as a director of private technology companies •Historical knowledge of the Company and ability to bring continuity to the Board •Expertise in strategy and operational and financial management
			Professional Experience Highlights
Committees: Compensation Nominating & Corporate Governance			•Rustic Canyon Partners, an early stage venture capital investment firm: Founding partner (since 1999) •Times Mirror Company, a newspaper publishing company that was acquired by Tribune Co.: Executive Vice President and Chief Financial Officer (1992-1999) •Morrison & Foerster, an international law firm: Attorney (1986-1992) •Orrick, Herrington, an international law firm: Attorney (1969-1986)
			Other Relevant Boards
			•Various Rustic Canyon Partners portfolio companies •Various civil rights nonprofit organizations
			Education
			•B.A. from the Woodrow Wilson School of Public Affairs at Princeton University •J.D. from University of Chicago

Barbara Whye			Skills and Qualifications Provided to Our Board
Age: 56 Independent Director Since: 2021			•Extensive experience in fostering inclusion and diversity •Leadership experience in the technology industry, where she has led and overseen the maturation of strategy at a publicly traded company •In-depth knowledge of the technology sector
			Professional Experience Highlights
Committees: Nominating & Corporate Governance (Chair)			•Apple Inc., a consumer electronics and technology company: Vice President of Inclusion and Diversity (since 2021) •Intel Corporation, a semiconductor chip and technology company: Chief Diversity and Inclusion Officer and Corporate Vice President of Social Impact (2017-2021), Director of Strategy and External Alliances (2015-2017), Director of Diversity in Technology Initiative (2015), Director of Global Strategic Initiatives (2009-2015), and Business Operations and Talent Manager (1997-1999)
			Education
			•B.S. in Electrical Engineering from the University of South Carolina (USC) •M.B.A. from USC’s Darla Moore School of Business

~~Sophia Velastegui~~ has served as a member of our board of directors since March 2020. Since February 2022, Ms. Velastegui has served as Chief Product Officer at Aptiv PLC, an automotive technology company. Prior to joining Aptiv, Ms. Velastegui served in various roles at Microsoft Corporation, a software and technology company, from December 2017 to January 2022, most recently as its Chief Technology Officer, AI and Product Head of Power Apps Edge within Microsoft’s Business Application Group. Prior to joining Microsoft, Ms. Velastegui served as Chief Product Officer at Doppler Labs, an audio technology company, from April 2017 to September 2017. Prior to joining Doppler Labs, Ms. Velastegui worked at Nest Labs, Inc., a home automation specialist company, from July 2014 to April 2017, first as Lead for Silicon/Architecture Roadmap, then as Head of Silicon/Architecture Roadmap. Ms. Velastegui holds a B.S. in Mechanical Engineering from Georgia Institute of Technology, and an M.S. in Mechanical Engineering from the University of California at Berkeley.

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Our board of directors believes that Ms. Velastegui is qualified to serve as a director based on her extensive engineering and product development experience, as well as her experience working with other technology companies.


Mika Yamamoto			Skills and Qualifications Provided to Our Board
Age: 51 Independent Director Since: 2019			•Leadership and management experience as an executive of a publicly-traded software company. •Significant expertise in enterprise marketing in the software industry •In-depth knowledge of the technology sector and software-as-a-service
			Professional Experience Highlights
Committees: Compensation (Chair)			•Freshworks, a cloud-based customer service software company: Chief Customer and Marketing Officer (since 2023) •F5 Networks, Inc., an enterprise network monitoring and technology company: Chief Customer Engagement and Marketing Officer (2019-2023) •Marketo, Inc., an Adobe Company: Global President of Marketo (2018) and then SVP and General Manager of Marketo at Adobe after it was acquired (2018-2019) •SAP SE, an enterprise business application company: Chief Digital Marketing Officer (2017-2018) and Chief Marketing Officer of SMB (2016-2017) •Amazon.com, Inc., a retail and cloud computing company: Head of Marketing & Merchandising - Amazon Books (2015-2016) •Drumroll, a brand experience agency: Growth Officer and Strategist (2013-2015)
			Education
			•Bachelor of Commerce, Economics and Marketing from Queen’s University

Amit Yoran			Skills and Qualifications Provided to Our Board
Age: 53 Independent Director Since: 2023			•Extensive background leading technology and software companies, including as president or chief executive officer of three high-growth technology companies •Significant public company board and corporate governance experience, including on the boards of technology and software companies •Extensive cybersecurity experience
			Professional Experience Highlights
Committees: Nominating & Corporate Governance Technology & Cybersecurity			•Tenable Holdings, Inc., a cybersecurity company: President (since 2018) and Chief Executive Officer and Chairman (since 2016) •RSA Security, an identity and access management software company: President (2014-2016) and Senior Vice President, Product (2011-2014) •NetWitness, a network forensics company: Chief Executive Officer and Founder (2006-2011) •United States Computer Emergency Readiness Team (US-CERT) program in the U.S. Department of Homeland Security: Founding Director (1997-1998)
			Other Public Company Boards
			•Tenable Holdings, Inc. (December 2016-present)
			Other Relevant Boards
			•Center for Internet Security (CIS)
			Education
			•B.S. in Computer Science from the United States Military Academy at West Point •M.S. in Computer Science from The George Washington University

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Director Not Continuing

~~Graham Smith~~ has served as a member of our board of directors since May 2015. Since November 2021, Mr. Smith has served as interim Chief Executive Officer of Splunk Inc., a provider of operational intelligence software. Prior to Splunk, Mr. Smith served as Executive Vice President and Chief Financial Officer of Salesforce, Inc., a provider of customer relationship management software, from March 2008 to August 2014. Mr. Smith previously served as Chief Financial Officer of Advent Software, Inc., a provider of portfolio accounting software. Mr. Smith has served as a member of the board of directors of Procore Technologies, a provider of construction management software, since February 2020, and of Splunk since July 2011. Mr. Smith also served as a member of the board of directors of Slack Technologies, Inc., a provider of business communication software, from December 2018 to July 2021, Citrix Systems, Inc., a provider of workplace software, from December 2015 to June 2018, MINDBODY, Inc., a provider of software to the wellness industry, from February 2015 to February 2019, and Xero, Inc., a provider of online accounting software, from February 2015 to March 2020. Mr. Smith holds a B.Sc. in Economics and Politics from University of Bristol in England and qualified as a chartered accountant in England and Wales.


Kevin Thompson			Skills and Qualifications Provided to Our Board
Age: 58 Independent Director Since: 2017			•Extensive background leading technology and software companies, including as president or chief executive officer of two technology companies •Significant public company board and corporate governance experience, including on the boards of technology and software companies •Expertise in strategy and operational and financial management, including qualifying as a “financial expert” under applicable SEC rules
			Professional Experience Highlights
Committees: Audit Compensation			•Tricentis, a company that provides software testing automation and software quality assurance products for enterprise software: Chief Executive Officer and Chairman (since 2021) •SolarWinds Corporation, an enterprise information technology infrastructure management software company: Chief Executive Officer and President (2010-2020), Chief Financial Officer and Treasurer (2006-2010) and Chief Operating Officer (2007-2010) •Surgient, Inc., a software company: Chief Financial Officer (2005-2006) •SAS Institute, a business intelligence software company: Senior Vice President and Chief Financial Officer (2004-2005) •Red Hat, Inc., an enterprise software company: Executive Vice President and Chief Financial Officer (2000-2004)
			Other Public Company Boards
			•SolarWinds Corporation (February 2016-December 2020) •Instructure, Inc. (November 2016-February 2020) •Barracuda Networks, Inc. (September 2013-June 2016) •NetSuite Inc. (September 2006-November 2016)
			Education
			•B.B.A. from the University of Oklahoma

Our board of directors believes that Mr. Smith is qualified to serve as a director based on his extensive financial and management expertise, his experience in the software industry, and his service as an executive and a director for publicly traded companies, where he has served on various committees and held leadership roles.

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~~Director~~Board Diversity

The table below provides certain highlights of the composition of our ~~board members.~~Board members and has been completed based on each director's self-identification. Each of the categories in the table has the meaning set forth in the Nasdaq Stock Market (“Nasdaq”) Rule 5605(f).


Board Diversity Matrix (As of March 15, 2024)
Total Number of Directors	11
	Male	Female	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	6	—	1
Part II: Demographic Background
African American or Black	—	2	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	4	1	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	1

Board ~~Diversity Matrix (As~~Expertise

We understand the importance of having a Board comprised of talented people with the highest integrity and the necessary skills and qualifications to oversee our business. Our Board as a whole is strong in its diversity, vision, strategy and business

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judgment. Below is a summary of the primary experience, qualifications and skills that our director nominees and continuing directors bring to the Board. All information is as of March ~~17, 2022)~~15, 2024.

Total Number of Directors

9

Male

Female

Non-Binary

Did Not
Disclose
Gender

Part I: Gender Identity

Directors

5

4

—

—

Part II: Demographic Background

African American or Black

—

1

—

—

Alaskan Native or Native American

—

—

—

—

Asian

—

1

—

—

Hispanic or Latinx

—

—

—

—

Native Hawaiian or Pacific Islander

—

—

—

—

White

5

1

—

—

Two or More Races or Ethnicities

—

1

—

—

LGBTQ+

—

Did Not Disclose Demographic Background

—


Capability	Description	Number of Directors
Cybersecurity	Deep insight in cybersecurity infrastructure, prioritization, and risk	6
SaaS Operations Leadership	Experience growing successful SaaS companies, strong knowledge of the operating model, evolution, and scaling of SaaS businesses	6
Investment	Experience creating long-term value through investment, acquisitions, and growth strategies	6
Executive Experience	Experience as a functional leader at a large, complex, global company	11
Modern Cloud Technologist	Deep knowledge in technology architecture, including SaaS, cloud-based platforms, integrated solutions and customer data journey	7
Sales	Experience building global sales capability for cloud services and enterprise software	5
Marketing	Marketing and brand-building capability in rapidly changing industries, including new markets and opportunities for innovation and disruption	6
Finance	Financial expert with expertise in financial strategy, accounting and reporting	5
People and Compensation	Expertise in aligning company culture, performance, reward and talent with strategy, as well as remote and flexible work strategies	7
Governance, Risk and Compliance	Experience in public company corporate governance, privacy, compliance, policy, activism and creating long term sustainable value	6

Director Independence

Our ~~board of directors~~Board believes that it should consist of a substantial majority of independent directors, and has undertaken a review of its composition and the independence of each director. The ~~board of directors~~Board has determined that, except for Mr. ~~Huffman~~Ryan and Ms. Tucker, each of ~~our~~the other nine current directors is independent within the meaning of the listing rules of ~~the Nasdaq Stock Market (Nasdaq).~~Nasdaq. In addition, our ~~board of directors~~Board has undertaken a review of the ~~composition~~members of its committees serving as of March 15, 2024 and has determined that:

~~Messrs. Ryan, Smith, and~~

•Ms. Drummond, Ms. Rios, Mr. Thompson, and Ms. Velastegui, ~~who are members of our audit committee,~~ satisfy the enhanced independence standards for ~~audit committee~~Audit Committee members established by applicable SEC ~~rules~~ and ~~the rules of Nasdaq.~~ Nasdaq rules.

•Mr. ~~Smith will resign from the audit committee in connection with the expiration of his term.~~

~~Messrs.~~ Thompson, Mr. Unterman, Mr. Wagner1, and ~~Unterman, and Mses. Velastegui and~~Ms. Yamamoto, ~~who are members of our compensation committee,~~ satisfy the enhanced independence standards for ~~compensation committee~~Compensation Committee members established by applicable SEC ~~rules~~ and ~~the rules of Nasdaq.~~Nasdaq rules.

~~Messrs. Ryan, Smith and~~•Mr. Unterman, ~~and~~ Ms. Whye, ~~who are members of our nominating~~ and ~~corporate governance committee,~~Mr. Yoran, satisfy the independence standards for ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee members established by applicable ~~SEC rules and the rules of Nasdaq. Mr. Smith will resign from the nominating and corporate governance committee in connection with the expiration of his term.~~Nasdaq rules.

There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Our ~~board of directors~~Board has adopted corporate governance guidelines that provide that there will at all times be a majority of independent directors on the ~~board,~~Board, as defined by the applicable Nasdaq rules. The guidelines further provide that if the ~~board of directors~~Board does not have an independent Chair, then a ~~lead independent director~~Lead Independent Director will be appointed by the ~~board of directors,~~Board, which we believe strengthens our governance and the independent role of the ~~board. Currently, Ms. Tucker serves~~Board.

Chair of the Board

Mr. Ryan was appointed Chair of the Board in January 2023 as part of a planned succession of Board leadership. At the time of his appointment, Mr. Ryan was an independent director and therefore the Board did not appoint a Lead Independent Director. When Mr. Ryan was appointed Co-CEO in March 2023, he was no longer an independent director, and accordingly the Board again appointed a Lead Independent Director. The role of the Lead Independent Director is described below. The Chair of the Board determines the agenda and presides over the meetings of the Board and may also call special meetings of the Board. The Chair of the Board also has the power to call special meetings of stockholders, to preside over meetings of the

1Mr. Wagner joined our ~~Executive Chair, and~~Compensation Committee in February 2024. Mr. ~~Huffman serves~~Yoran served as ~~our President and Chief Executive Officer and~~ a member of our Compensation Committee from January 2023 to February 2024, when he was replaced by Mr. Wagner. During his period of service, Mr. Yoran satisfied the ~~board. We believe that the current separation of~~enhanced independence standards for Compensation Committee members established by applicable SEC and Nasdaq rules.

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stockholders, and to perform such other duties as may be requested by the ~~roles~~Board. The Board believes that having a strong strategic leader as Chair of ~~Chair~~the Board is important and ~~Chief Executive Officer is appropriate given our company’s~~enables the Board to best oversee and support the strategic ~~and operational priorities. This structure allows~~direction of the ~~Chief Executive Officer to focus on our company’s business, operations and strategy, while continuing to leverage the Chair’s experience, perspective and vision.~~Company.

Lead Independent Director

Mr. ~~Smith will continue to serve~~Ryan served as the ~~lead independent director until his term on the board expires~~Lead Independent Director from May 2022 to January 2023, at ~~the annual meeting. Effective as~~which time he was elected Chair of the ~~date of the annual meeting, upon the expiration of Mr. Smith’s term,~~Board. When Mr. Ryan ~~will serve~~was appointed as Co-CEO, Mr. Unterman was appointed as Lead Independent Director. Mr. Unterman is a seasoned director with extensive experience as a public company executive and investment professional, and has advised our senior management in key areas and provided independent oversight in his roles on various committees. Mr. Unterman brings continuity to our Board and has been appointed as Lead Independent Director due to his experience as a strong independent leader. The Lead Independent Director determines the ~~lead independent director. The lead independent director is responsible for calling separate~~agenda and presides over the meetings of the independent directors, ~~determining~~serves as a liaison between the ~~agenda and serving as chair of meetings of~~ independent directors ~~reporting to~~and the ~~Chief Executive Officer and Chair of our board of~~non-independent directors, ~~regarding feedback from executive sessions, serving~~including the Co-CEOs, serves as spokesperson for the ~~company~~Company as requested, and ~~performing~~performs such other responsibilities as ~~may be designated by a~~the majority of the independent directors may determine from time to time.

The Board believes that this leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight of management while allowing both the Board and management to benefit from Mr. Ryan's leadership and years of experience in the technology industry, as well as his deep knowledge of the Company, its strategies, opportunities and risks from his current role as Co-CEO. We believe the expertise of Mr. Ryan and Mr. Unterman serving in Board leadership roles and Mr. Ryan now as Co-CEO, together with the outside experience, oversight, and expertise of our independent directors, allows for different perspectives and facilitates effective strategy development that benefits our stockholders. This structure enables Mr. Ryan to act as the key link between the Board and other members of management. Further, the Board believes that Mr. Ryan's combined role enables decisive leadership in management and on the Board, ensures strategic and operational direction and enhances the Company's ability to communicate its message and strategy clearly and consistently to its stockholders, employees, customers and partners. At this time, the Board believes that stockholders are best served by this leadership structure.

Role of Board in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our ~~operations.~~operations, including longer term risks as well as near term risks and potential business continuity risks. Management is responsible for the day-to-day management of risks the ~~company~~Company faces, while our ~~board of directors,~~Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our ~~board of directors~~Board reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular ~~board~~Board meeting, receives reports on all significant committee activities at each regular ~~board~~Board meeting, and evaluates the risks inherent in significant transactions. In its assessment of risks and risk management, our Board and its committees consult with outside advisors, including the Company's independent auditors, legal counsel and the compensation consultant engaged by the Compensation Committee.

Our ~~audit committee~~Board committees assist our Board in fulfilling its oversight responsibilities as further described below.

The Audit Committee assists our ~~board of directors~~Board in fulfilling its oversight responsibilities with respect to oversight of risk assessment and risk management generally, and specifically in the areas of internal control over financial reporting and disclosure controls and procedures, and legal and regulatory ~~compliance, cyber risk,~~compliance. The Audit Committee oversees our internal control environment and ~~also, among~~evaluates the effectiveness of our internal controls at least annually. Supplementing these processes, the Audit Committee regularly meets in executive session with our Vice President of Internal Audit and representatives of our independent registered public accounting firm and as needed, with other ~~things, discusses guidelines with management~~members of management.

Our Nominating and ~~the independent auditor. Our nominating and corporate governance committee~~Corporate Governance Committee assists our ~~board of directors~~Board in fulfilling its oversight responsibilities with respect to risks relating to our corporate governance practices, the independence of the ~~board of directors~~Nominating and Corporate Governance Committee and potential conflicts of interest, as well as our policies and practices with regard to environmental, social and governance matters. In addition, as part of its oversight of the composition of our Board, our Nominating and Corporate Governance Committee takes into account the Company's business, risks and strategies to determine the appropriate expertise needed on our Board.

Our ~~compensation committee~~Compensation Committee assesses risks relating to our executive compensation plans and arrangements, and whether our compensation policies and programs have the potential to encourage excessive risk taking.

Our ~~board of directors~~Technology and Cybersecurity Committee assists our Board in fulfilling its oversight responsibilities with respect to risks relating to the Company’s information security, data privacy, and disaster recovery capabilities.

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Our Board believes its current leadership structure supports the risk oversight function of the ~~board.~~Board. In particular, our ~~board~~Board believes that our ~~lead independent director~~Lead Independent Director and our majority of independent directors provide a well-functioning and effective balance to the members of executive management and employees on our ~~board.~~Board. Further, our ~~board of directors~~Board and ~~compensation committee~~Compensation Committee review and discuss with management matters related to human capital management, including ~~BlackLine’s~~our commitments and progress on inclusion and diversity, employee engagement, compensation and benefits, business conduct and compliance, and executive succession planning. During ~~2021,~~2023, the ~~board of directors~~Board and its committees also reviewed and discussed with management on a regular basis the impact of ~~the COVID-19 pandemic~~unfavorable macroeconomic trends on BlackLine’s ~~employees and business,~~operations, as well as management’s strategies and initiatives to respond to and mitigate adverse impacts of economic uncertainty, such aseconomic risk and risks related to longer sales cycles.

Board Education

Our director orientation materials and discussions with management generally cover: (i) corporate governance matters; (ii) finance and investor relations matters; (iii) human capital matters; (iv) technology matters, including product overview and roadmap; (v) customer interactions, including sales, implementation, training, and enablement programs; and (vi) cybersecurity matters, including strategy, and new projects and investments. We also reimburse directors who attend continuing ~~remote work by us~~director education programs for fees and ~~our customers, economic risk, and the impacts of continuing virtual customer events and remote sales activities.~~related expenses.

Board Meetings and Committees

During our fiscal year ended December 31, ~~2021,~~2023, our ~~board of directors~~Board held six meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our ~~board of directors~~Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our ~~board of directors~~Board on which he or she served during the periods when he or she served. We do not have a formal policy regarding attendance by members of our ~~board of directors~~Board at annual meetings of stockholders, but we strongly encourage our directors to attend. A majority of the then-serving directors attended our ~~2021~~2023 annual meeting of stockholders.

Our ~~board of directors~~Board has established a standing ~~audit committee,~~Audit Committee, a standing ~~compensation committee, and~~Compensation Committee, a standing ~~nominating~~Nominating and ~~corporate governance committee.~~Corporate Governance Committee, and as of February 2024, a standing Technology and Cybersecurity Committee. Each of the committees has the composition and the responsibilities described below. All information below is as of March 15, 2024.

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Audit Committee

Our ~~audit committee currently~~Audit Committee consists of ~~Messrs. Ryan, Smith, and~~Ms. Drummond2, Ms. Rios, Mr. Thompson, and Ms. Velastegui, ~~effective as of June 1, 2021,~~ with ~~Mr. Ryan~~Ms. Rios serving as ~~chair. Mr. Smith will resign from the audit committee in connection with the expiration of his term.~~Chair. Each of ~~Messrs. Ryan, Smith,~~Ms. Drummond, Ms. Rios and Mr. Thompson, is considered an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act and all members of the ~~audit committee~~Audit Committee are financially literate.

Our ~~audit committee~~Audit Committee oversees our corporate accounting and financial reporting process and assists our ~~board of directors~~Board in monitoring our financial systems and our legal and regulatory compliance. Our ~~audit committee~~Audit Committee also:

•oversees the work of our independent registered public accounting firm (“independent auditors”) and our internal control functions;

•approves the hiring, discharging and compensation of our independent auditors;

•approves engagements of the independent auditors to render any audit or permissible non-audit services;

•reviews the qualifications, independence and performance of our independent auditors;

•reviews the scope of the annual audit;

•reviews our financial statements and reviews our critical accounting policies and estimates;

•reviews the adequacy and effectiveness of our internal controls;

•reviews and discusses with management and our independent auditors the results of our annual audit and our quarterly financial statements;

•oversees our liquidity needs and borrowing requirements;

2Ms. Drummond joined our Audit Committee on March 15, 2024.

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•reviews our investment policy and performance;

•reviews our risk assessment and risk management processes;

•establishes procedures for receiving, retaining and investigating complaints received by us regarding accounting, internal accounting controls or audit matters; and

•reviews and approves related party transactions under Item 404 of Regulation S-K.

Our ~~audit committee~~Audit Committee operates under a written charter approved by our ~~board of directors~~Board and that satisfies the applicable rules and regulations of the SEC and Nasdaq listing rules. The charter is available on our website at http://investors.blackline.com. Our ~~audit committee~~Audit Committee held ~~six~~five meetings during ~~2021.~~2023.

Compensation Committee

Our ~~compensation committee currently~~Compensation Committee consists of ~~Messrs.~~Mr. Thompson, Mr. Unterman, Mr. Wagner3, and ~~Unterman, and Mses. Velastegui and~~Ms. Yamamoto, with ~~Mr. Unterman~~Ms. Yamamoto serving as ~~chair.~~Chair.

Our ~~compensation committee~~Compensation Committee oversees our corporate compensation programs. Our ~~compensation committee~~Compensation Committee also:

•reviews and recommends policies relating to compensation and benefits of our officers and employees;

•reviews and approves corporate goals and objectives relevant to compensation of our ~~Chief~~Co-Chief Executive ~~Officer~~Officers and other senior officers;

•evaluates the performance of our officers in light of established goals and objectives;

•recommends compensation of our officers based on its evaluations;

•oversees the ~~Company’s~~Company's efforts to promote diversity and inclusion in the workforce;

•administers our equity compensation plans; and

•makes recommendations regarding non-employee director compensation to the full ~~board of directors.~~

Board.

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Our ~~compensation committee~~Compensation Committee operates under a written charter approved by our ~~board of directors~~Board and that satisfies the applicable rules and regulations of the SEC and Nasdaq listing rules. The charter is available on our website at http://investors.blackline.com. Our ~~compensation committee~~Compensation Committee held ~~six~~seven meetings during ~~2021.~~2023.

Nominating and Corporate Governance Committee

Our ~~nominating~~Nominating and ~~corporate governance committee currently~~Corporate Governance Committee consists of ~~Messrs. Ryan, Smith, and~~Mr. Unterman, ~~and~~ Ms. Whye, ~~effective as of May 13, 2021,~~and Mr. Yoran, with ~~Mr. Smith~~Ms. Whye serving as chair. Mr. Smith will resign from the nominating and corporate governance committee in connection with the expiration of his term, and Ms. Whye will serve as chair, effective as of the date of the annual meeting.Chair.

Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee oversees and assists our ~~board of directors~~Board in reviewing and recommending nominees for election as directors. Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee also:

•evaluates and makes recommendations regarding the organization and governance of the ~~board of directors~~Board and its committees;

•assesses the performance of members of the ~~board of directors~~Board and makes recommendations regarding committee and ~~chair~~Chair assignments;

•recommends desired qualifications for ~~board of directors~~Board membership and conducts searches for potential members of the ~~board of directors;~~Board;

•reviews and makes recommendations with regard to our corporate governance guidelines;

•approves our committee charters;

•oversees compliance with our code of business conduct and ethics;

•oversees our programs relating to corporate responsibility and sustainability;

•contributes to succession planning;

3 Mr. Wagner joined our Compensation Committee in February 2024. Mr. Yoran served as a member of our Compensation Committee from January 2023 to February 2024, when he was replaced by Mr. Wagner.

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•reviews actual and potential conflicts of interest of our directors and officers other than related party transactions reviewed by our ~~audit committee;~~Audit Committee; and

•oversees the ~~board~~Board self-evaluation process.

Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee operates under a written charter approved by our ~~board of directors~~Board and that satisfies the applicable rules and regulations of the SEC and Nasdaq listing rules. The charter is available on our website at http://investors.blackline.com. Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee held ~~four~~five meetings in ~~2021.~~2023.

Technology and Cybersecurity Committee

Pursuant to the Company’s Bylaws, the Board may designate other standing committees from time to time. Our Technology and Cybersecurity Committee was formed in February 2024. It operates under a written charter approved by our Board, and consists of Ms. Rios, Ms. Velastegui, Mr. Wagner, and Mr. Yoran, with Ms. Velastegui serving as Chair.

Our Technology and Cybersecurity Committee assists the Board in fulfilling its responsibilities with respect to the oversight of the Company’s senior technology management team with regard to major technology-related projects, initiatives and investments. The Technology and Cybersecurity Committee also, in coordination with the Audit Committee, oversees risk related to the quality and effectiveness of the Company’s information security, data privacy, and disaster recovery capabilities. The Technology and Cybersecurity Committee also:

•reviews the financial, strategic, and operational benefits of proposed major technology-related projects;

•reviews the progress of major technology-related projects and initiatives;

•makes recommendations to the Board with respect to technology-related projects, initiatives, and investments that require Board approval;

•periodically reviews with the Company’s senior technology management team trends in technology, applications, and systems that relate to or affect the Company’s technology strategy or programs;

•oversees and assesses the Company’s cybersecurity threat landscape, and the quality and effectiveness of the Company’s information security programs;

•in coordination with the Audit Committee, reviews with management and oversees any course of action with respect to potential and actual breach incidents;

•reviews with management the Company’s compliance with laws and industry standards applicable to information security and data protection and privacy; and

•consults with the Audit Committee regarding technology systems and processes that relate to or affect the Company’s internal control systems.

Compensation Committee Interlocks and Insider Participation

During ~~2021,~~2023, our ~~compensation committee~~Compensation Committee was comprised of ~~Messrs.~~Mr. Thompson, ~~and Unterman, and Mses. Velastegui and Yamamoto.~~ Mr. Unterman, isMs. Yamamoto, and Mr. Yoran4, with Ms. Yamamoto serving as Chair. Ms. Velastegui served as a member of the ~~chair of our compensation committee.~~ Compensation Committee from August 2020 until January 2023.None of the members of our ~~compensation committee is~~Compensation Committee that served during the last completed fiscal year was, during such fiscal year, an officer or employee of ~~our company.~~the Company. None of our executive officers currently serves, or in the past year has served, as a member of the ~~board of directors~~Board or ~~compensation committee~~Compensation Committee of any entity that has one or more executive officers serving on our ~~board of directors~~Board or ~~compensation committee.~~Compensation Committee.

Considerations in Evaluating Director Nominees

In its evaluation of director candidates, including the members of the ~~board of directors~~Board eligible for re-election, our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee considers the current size and composition of the ~~board,~~Board, the needs of the ~~board~~Board and its respective committees, the directors nominated or designated in accordance with the Stockholders’ Agreement, if applicable, and the desired ~~board~~Board qualifications, expertise and characteristics, including such factors as business experience and diversity. While we do not have a formal policy with respect to diversity, our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee may consider such factors as differences in professional background, education, skill, race, ethnicity, gender, age and other individual characteristics, qualities and attributes that contribute to the total mix of viewpoints and experience represented on

4 Mr. Wagner joined our Compensation Committee in February 2024. Mr. Yoran served as a member of our Compensation Committee from January 2023 to February 2024, when he was replaced by Mr. Wagner.

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the ~~board of directors.~~Board. Our ~~board of directors~~Board is committed to seeking out highly qualified women and individuals from underrepresented communities and diverse backgrounds, and we will comply with any

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applicable law or other requirement in this regard. Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee has engaged an executive search firm to assist in identifying and recruiting potential candidates for membership on our ~~board of directors.~~Board.

Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee evaluates each individual in the context of the membership of the ~~board of directors~~Board as a group, with the objective of having a group that can best perpetuate the success of the business and represent stockholder interests with high character and integrity, and the exercise of sound judgment using its diversity of background and experience in various areas. The ~~board of directors~~Board annually evaluates the performance of the ~~board of directors~~Board and its committees. Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee reviews self-assessment questionnaires to evaluate the performance of individual members. In determining whether to recommend a director for re-election, our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the ~~board of directors~~Board and the Company, and other qualifications and characteristics determined by the ~~board of directors.~~Board. Each director must ensure that other existing and anticipated future commitments do not materially interfere with his or her service as a director.

After completing its review and evaluation of director candidates, in accordance with the rules of Nasdaq, our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee will recommend a director nominee for selection by our ~~board of directors.~~Board. Our ~~board~~Board has the final authority in determining the selection of director candidates for nomination to our ~~board.~~Board.

Stockholder Recommendations for Nominations to Our Board

A stockholder that wants to recommend a candidate for election to the ~~board~~Board should direct the recommendation in writing by letter to the ~~company,~~Company, attention of our Chief Legal and Administrative Officer at BlackLine, Inc., 21300 Victory Boulevard, 12^th12th Floor, Woodland Hills, California 91367. Such recommendation should include the candidate’s name, home and business contact information, detailed biographical data and relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between us and the candidate, and evidence of the recommending stockholder’s ownership of our stock. Such recommendation should also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for ~~board~~Board membership. We do not have a formal policy regarding the consideration of director candidates recommended by stockholders, but subject to the foregoing, our independent directors will consider candidates recommended by stockholders in the same manner as candidates recommended from other sources. Our independent directors have discretion to decide which individuals to recommend for nomination as directors. Our ~~board~~Board has the final authority in determining the selection of director candidates for nomination to our ~~board.~~Board. A stockholder that wants to nominate a person directly for election to the ~~board~~Board at an annual meeting of the stockholders must meet the deadlines and other requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC. Any nomination should be sent in writing to BlackLine, Inc., 21300 Victory Boulevard, 12^th12th Floor, Woodland Hills, California 91367, Attention: Corporate Secretary. To be timely for our ~~2023~~2025 annual meeting of stockholders, our corporate secretary must receive the nomination no earlier than January ~~9, 2023~~11, 2025 and no later than February ~~8, 2023.~~10, 2025. Any notice of director nomination submitted must include the additional information required by Rule 14a-19(b) under the Exchange Act. Please see the section entitled “Stockholder Proposal Deadlines for ~~2023~~2025 Annual Meeting” in this proxy statement for more information.

Communications with the Board of Directors

~~In cases where stockholders wish to~~

Stockholders may communicate ~~directly~~ with our non-management directors ~~messages can be sent to~~through our Chief Legal and Administrative Officer at BlackLine, Inc., 21300 Victory Boulevard, 12^th12th Floor, Woodland Hills, California 91367. Our Chief Legal and Administrative Officer will, in consultation with appropriate directors as necessary, review incoming stockholder communications and decide whether a response to any stockholder or interested party communication is necessary.

This procedure does not apply to (i) communications to non-management directors from our officers or directors who are stockholders or (ii) stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended ~~or the~~ (“Exchange ~~Act,~~Act”), which are discussed further in the section entitled “Stockholder Proposal Deadlines for ~~2023~~2025 Annual Meeting” in this proxy statement.

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Code of Business Conduct and Ethics

Our ~~board of directors~~Board has adopted a written code of business conduct and ethics that applies to all of our employees, officers and directors, including our ~~chief executive officer, chief financial officer,~~Co-CEOs, Chief Financial Officer, and other executive and senior financial officers. The full text of our code of business conduct and ethics is available on the corporate governance section of our website, which is located at http://investors.blackline.com. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act. We are committed to maintaining high standards of financial integrity, open communication, and a workplace environment where employees can raise concerns free of harassment,

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discrimination or retaliation. We maintain a formal whistleblower policy which describes the means by which employees, directors and officers can report suspected violations of our code of business conduct and ethics. Reports of suspected violations may be made directly to human resources or the legal department, or through our reporting hotline, which allows anonymous reporting where permitted by law. Retaliation is strictly prohibited under both our code of business conduct and ethics and our whistleblower ~~policy~~policy.

Director Stock Ownership Guidelines

In February 2020, the ~~compensation committee~~Compensation Committee and the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee recommended, and our ~~board of directors~~Board approved, stock ownership guidelines for our directors. Under these guidelines, each director is expected to attain minimum levels of stock ownership equal to 4x the director’s annual cash retainer for service on our ~~board of directors~~Board (not including any additional fees received for committee service or serving as a ~~chair~~Chair of a committee). For purposes of this requirement, shares ~~counted~~owned outright count toward these guidelines ~~include any shares outright,~~ and, prior to February 2024, when the Compensation Committee modified the methodology, the calculations included the in-the-money value of vested but unexercised stock options. The value for purposes of satisfying this requirement is the 90-day trailing average of the closing price of our common stock as of the last trading day of the fiscal year prior to the compliance date. Directors have until the later of February 2025 or, if applicable, the fifth anniversary of the date they join our ~~board of directors~~Board to attain the requisite level of ownership. If a director does not achieve the minimum level of ownership by the director’s compliance date, then 50% of the after-tax value of the director’s exercised options or vested ~~RSUs~~restricted stock units will be retained until the minimum level of ownership for the director is met. As of December 31, ~~2021, six~~2023, all of our ~~seven~~ non-employee directors ~~had exceeded their requisite level of~~were in compliance with the stock ~~ownership.~~ownership requirements under the guidelines.

Corporate Responsibility and Sustainability

BlackLine recognizes the importance of a thoughtful approach to corporate citizenship, and this is reflected in our ~~board’s~~Board's oversight of our environmental, social, and governance (“ESG”) programs. Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee oversees our programs relating to corporate responsibility and sustainability, including environmental, social, and corporate governance matters, and our ~~compensation committee~~Compensation Committee oversees our efforts to promote diversity and inclusion in our workforce, and ~~management’s~~management's efforts to foster a corporate culture in alignment with the ~~Company’s~~Company's values and strategy.

~~In 2021, BlackLine formed a standing~~

During 2023, BlackLine’s ESG committee ~~comprised~~continued its work of ~~experts in~~steering and reporting on BlackLine’s ~~corporate responsibility~~ESG strategy and ~~sustainability~~ programs, with executive sponsorship and participation from our Chief ~~Financial Officer, Chief~~ Legal and Administrative ~~Officer, and Chief People~~ Officer. Working closely with its partners across the Company, the ESG committee is responsible for steering and reporting on BlackLine’s ESG strategy, programs and targets. During 2021, the ESG committee promoted a sustained, cohesive ESG effort across the Company, and we achieved a Silver rating from EcoVadis, an independent sustainability monitoring organization, placing us in the top 25% of companies rated by EcoVadis.

~~As we~~We continue to develop our ESG strategies and practices ~~we are also committed to growing and refining our programs to best meet the needs of our stakeholders.~~using a stakeholder-focused approach. Our current programs include:

•Community Involvement. We drive social good through our commitment to responsible corporate citizenship across the communities in which we operate. ~~Our charitable program provides all employees with the ability to give back and to make a positive impact through~~We offer employer-matched charitable giving ~~as well as~~and promote volunteer opportunities with local organizations such as ~~The Midnight Mission and the West Los Angeles Veterans Affairs Medical Center. BlackLine also proudly supports~~ the Los Angeles Regional Food ~~Bank, the NAACP Legal Defense and Educational Fund, and UNICEF, among other charitable organizations. We continue to focus our~~Bank. Our charitable efforts inare focused on three key areas that are shaped by BlackLine’s ~~tradition of giving,~~values and ~~by causes that are relevant~~commitment to ~~our business:~~

responsible corporate citizenship:

◦alleviating hunger and homelessness;

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◦promoting STEM education, particularly among underrepresented populations; and

○	~~Alleviating hunger and homelessness;~~

○	~~Promoting STEM education, particularly among underrepresented populations;~~

○	~~Improving educational and professional opportunities for people in underserved communities.~~

◦improving educational and professional opportunities for people in underserved communities.

•Environmental Responsibility. We ~~work~~adopted an environmental sustainability policy in 2021, and we continue to ~~reduce the~~identify strategies for reducing our environmental ~~impact~~footprint. In 2023, our Pleasanton office achieved LEED certification, and we continue to incorporate green building standards in office design, construction and operation as part of our ~~operations through our~~corporate sustainability efforts. Our sustainability initiatives ~~including:~~

○	~~Reducing waste by providing reusable containers to our employees,~~in 2023 included sponsoring the planting of over 500 trees, partnering with local non-profit organizations to donate surplus office furniture and ~~beverages on tap in select facilities.~~

○	~~Facilitating electric vehicle use by providing electric vehicle charging stations in select facilities.~~

○	~~Partnering with area non-profits to donate approved~~ used hardware, ~~with the authorization of our Information Security team.~~

○	~~Practicing sustainability-focused procurement in new office construction.~~

○	~~Reducing employee commutes and travel by offering a hybrid, flexible work model.~~

~~BlackLine’s products also enable our clients to automate their accounting processes, thus potentially reducing the need for voluminous printed financial materials~~ and reducing ~~the related environmental impact.~~waste by providing reusable containers and beverages on tap in select facilities.

•Diversity, Equity, and Inclusion. BlackLine is committed to cultivating a workplace where each employee can be themselves and reach their full potential. Diversity, equity and inclusion (“DEI”) are deeply rooted in our culture, and we continue to support this with a company-wide objective to strengthen our ~~culture of diversity, equity,~~DEI strategy in order to develop an agile, diverse, inclusive, and ~~inclusion.~~highly engaged workforce. Programs that advance our DEI strategy include employee training to reduce unconscious bias in the workplace, ~~our increasing focus on~~employee recruitment in underrepresented communities, and ~~supporting a diverse workforce. We also have~~our employee-led and executive sponsored Employee Resource Groups, ~~which~~designed to help to build community and foster a diverse and inclusive workplace by providing networking and team-building ~~opportunities for various underrepresented groups.~~opportunities.

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BlackLine is expanding its DEI efforts through the development of a supplier diversity initiative, and will continue to grow its DEI programs in a way that allows us to attract, develop and engage exceptional talent.

•Compliance with Laws. BlackLine is committed to complying with all applicable laws in all jurisdictions where it does business, including employment, human rights, and environmental laws and regulations.

•Health and Safety. BlackLine is committed to supporting the ~~wellbeing~~well-being of its employees around the world, and has continued to take a proactive approach to helping our employees remain healthy and ~~productive through the COVID-19 pandemic, including supporting our employees’ ability~~productive. This includes access to ~~work from home, and implementing COVID-19 safety protocols to protect employee~~discounted health ~~and safety. We have also continued employee benefits and wellbeing initiatives designed to address the challenges of working remotely during COVID-19, including physical, emotional, mental, and social~~ programs, a global employee assistance program, and supportive programs to help employees succeed in a hybrid work ~~from home reimbursement.~~model.

More information about BlackLine's approach to environmental, social, and governance programs is available at https://www.blackline.com/about/esg/ and https://www.blackline.com/about/diversity-equity-inclusion/.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

Outside Director Compensation Policy

~~Our board of directors initially adopted an Outside Director Compensation Policy in connection with our initial public offering.~~

Members of our ~~board of directors~~Board who are not employees are eligible for compensation under our Outside Director Compensation ~~Policy. Accordingly, neither~~Policy, adopted in 2016 in connection with our initial public offering. Mr. Ryan and Ms. Tucker, ~~nor Mr. Huffman, each an executive officer of BlackLine, is eligible for awards~~our Co-CEOs, do not receive compensation under our Outside Director Compensation ~~Policy.~~Policy at any time they are serving as employees of the Company.

The Outside Director Compensation Policy was developed in consultation with Compensia, Inc. (“Compensia”), an independent compensation consulting ~~firm, or Compensia.~~firm. Compensia provided recommendations and competitive non-employee director compensation data and analyses. Our ~~board of directors~~Board considered and discussed these recommendations and data, and considered the specific duties and committee responsibilities of particular directors. Our ~~board of directors~~Board adopted Compensia’s recommendations when it approved our Outside Director Compensation Policy, which we believe provides our non-employee directors with reasonable and appropriate compensation that is commensurate with the services they provide and competitive with compensation paid by our peer group companies to their non-employee directors.

The ~~compensation committee~~Compensation Committee periodically reviews the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by Compensia. As part of this analysis, Compensia reviews non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the ~~compensation committee~~Compensation Committee in connection with its review of executive compensation.

Under our Outside Director Compensation Policy as in effect for fiscal year ~~2021,~~2023, non-employee directors received compensation in the form of equity and cash, as described below:

Cash Compensation

During fiscal year ~~2021,~~2023, each non-employee director was eligible to receive the following annual cash retainers for certain ~~board~~Board and/or committee ~~service according to our Outside Director Compensation Policy:~~service:


Board/Committee									Member ($)
Board									40,000
Audit Committee									10,000
Compensation Committee									7,500
Nominating and Corporate Governance Committee									4,000

Each non-employee director serving as ~~lead independent director~~Lead Independent Director or a committee ~~chair~~Chair was eligible to receive the following additional cash ~~retainers according to our Outside Director Compensation Policy:~~retainers:

Chair of the Board: $43,000

Lead Independent Director: ~~$30,000~~
$30,000

Audit Committee Chair: $20,000

Compensation Committee Chair: $15,000

Nominating and Corporate Governance Committee Chair: $8,000

All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

Equity Compensation

Non-employee directors are eligible to receive all types of equity awards (except incentive stock options) under our 2016 Equity Incentive Plan ~~or the~~ (“2016 ~~Plan,~~Plan”), (or the applicable equity plan in place at the time of grant) including discretionary awards not covered under our Outside Director Compensation Policy. All grants of awards under our Outside Director Compensation Policy ~~will be~~are automatic and nondiscretionary.

Initial ~~Award.~~ Award

During fiscal year ~~2021,~~2023, upon joining our ~~board, our~~Board, a newly-elected non-employee director ~~received~~would receive an initial equity award having a grant date fair value equal to $185,000 multiplied by a fraction, (1) the numerator of which is (x) 12 minus (y) the number of full months between the date of the last annual meeting of stockholders and the date the individual becomes a member of the ~~board~~Board and (2) the denominator of which is 12 (rounded to the nearest whole share)~~, or the~~ (“Initial ~~Award.~~Award”). The Initial

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Award was comprised of time-based restricted stock units ~~or RSUs.~~(“RSUs”). The Initial Award is granted on the date on which such person first becomes a non-employee director.

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Subject to the terms of the policy, the Initial Award vests as to 100% of the shares subject thereto upon the earlier of the one-year anniversary of the grant date or the day prior to our next annual meeting of stockholders, subject to the individual’s continued service through the applicable vesting date. AAn employee director ~~who is an employee~~ who ceases to be an employee ~~director~~ but ~~who~~ remains a director will not receive an Initial Award.

Annual ~~Award.~~ Award

On the date of our annual meeting of our stockholders, each non-employee director automatically was granted an equity award having a grant date value equal to $185,000 ~~or the~~ (“Annual ~~Award~~Award”) subject to such individual continuing to be an outside director. The Annual Award was comprised of RSUs. Subject to the terms of the policy, each Annual Award vests as to 100% of the shares subject thereto upon the earlier of the one-year anniversary of the grant date or the day prior to our next annual meeting occurring after the grant date, subject to the individual’s continued service through the applicable vesting date.

The grant date value of all equity awards granted under our Outside Director Compensation Policy is determined in accordance with accounting principles generally accepted in the United States of America.

Any award granted under our Outside Director Compensation Policy will fully vest in the event of a change in control, as defined in our 2016 Plan, provided that the individual remains a director through such change in control.

Recent Changes to Outside Director Compensation Policy

In the first quarter of fiscal year 2024, as part of a regular review of our Outside Director Compensation Policy, and in consultation with our independent compensation consultant, the Board approved amendments to the Outside Director Compensation Policy to increase each non-employee director’s annual equity award from having a grant date fair value equal to $185,000 to having a grant date fair value equal to $200,000.In addition, the Outside Director Compensation Policy was amended to increase the initial equity award received by a non-employee director from having a grant date fair value equal to $185,000 to having a grant date fair value equal to $200,000.The changes to the initial equity award and annual equity award are effective as of the 2024 annual meeting. Furthermore, effective as of February 14, 2024, each non-employee director who serves on the Technology and Cybersecurity Committee will be eligible to receive an annual cash retainer of $5,000, or in the case of the chair of the Technology and Cybersecurity Committee, an annual cash retainer of $10,000.

Director Compensation Table

The following table provides information regarding compensation of our non-employee directors for service as directors, for the year ended December 31, ~~2021. Each~~2023. The Company reimburses each outside director’s reasonable, customary and properly documented travel expenses to attend ~~board meetings~~Board meetings.


Name	Fees Earned or Paid in Cash($)(1)	Option Awards ($)	Stock Awards ($)(2)		Total ($)
Camille Drummond(5)	—	—	—		—
Brunilda Rios(6)	58,222	—	262,089	(3)	320,311
Owen Ryan(7)	19,022		—		19,022
Kevin Thompson(8)	57,500	—	184,998	(3)	242,498
Thomas Unterman(9)	76,167	—	184,998	(3)	261,165
Sophia Velastegui(10)	50,000	—	184,998	(3)	234,998
William Wagner(11)	9,891	—	123,325	(4)	133,216
Barbara Whye(12)	48,000	—	184,998	(3)	232,998
Mika Yamamoto(13)	55,000	—	184,998	(3)	239,998
Amit Yoran(14)	50,789	—	262,089	(3)	312,878

_________________

(1)The amount shown reflects an annual cash retainer for such director’s service as a member of our Board and, if applicable, Lead Independent Director, Chair of our Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee, or membership on our Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee. The Technology and Cybersecurity Committee was formed in February 2024, and therefore no cash retainers were paid in the year ended December 31, 2023 in connection with that committee.

(2)RSUs are shown at their aggregate grant date fair value in accordance with authoritative accounting guidance on stock compensation. The fair value of each RSU is ~~reimbursed by~~measured based on the ~~company.~~

Name

Fees Earned or
Paid in Cash($)⁽¹⁾

Option
Awards ($)⁽²⁾

Stock Awards
($)⁽²⁾

Total ($)
Jason Babcoke⁽³⁾

14,725

—

—

14,725
John Brennan⁽³⁾

20,615

—

—

20,615
Owen Ryan⁽⁷⁾

64,000

—

184,959 ⁽⁴⁾

248,959
Graham Smith⁽⁸⁾

72,967

—

184,959 ⁽⁴⁾

257,926
Kevin Thompson⁽⁹⁾

55,621

—

184,959 ⁽⁴⁾

240,580
Thomas Unterman⁽¹⁰⁾

56,495

—

184,959 ⁽⁴⁾

241,454
Sophia Velastegui⁽⁵⁾

54,305

—

184,959 ⁽⁴⁾

239,264
Barbara Whye⁽⁵⁾⁽⁶⁾

31,626

—

200,390 ^(4)(11)

232,016
Mika Yamamoto⁽¹²⁾

46,456

—

184,959 ⁽⁴⁾

231,415

~~(1)~~

The amount shown reflects an annual cash retainer for such director’s service as a member of our board of directors and, if applicable, lead independent director, chair of our audit committee, compensation committee or nominating and corporate governance committee, or membership on our audit committee, compensation committee, or nominating and corporate governance committee.

~~(2)~~

Stock option awards and RSUs are shown at their aggregate grant date fair value in accordance with authoritative accounting guidance on stock compensation. The fair value of each stock option grant is estimated based on the fair market value on the date of grant using the Black-Scholes option pricing model. The fair value of each RSU is measured based on the closing price of our common stock on the date of grant. For more detailed discussion on the valuation model and assumptions used to calculate the fair value of our options, refer to Note 2 of the “Notes to Financial Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2021.

~~(3)~~

~~Mr. Babcoke and Mr. Brennan served on our board of directors until May 14, 2021.~~

~~(4)~~

Messrs. Ryan, Smith, Thompson and Unterman and Mses. Velastegui, Whye and Yamamoto were each awarded RSUs covering 1,847 shares of our common stock on May 13, 2021. 100% of the shares subject to the RSUs will vest upon the earlier of May 13, 2022 or the day prior to our next annual meeting of stockholders, subject to each of their continued services with us through such date.

~~(5)~~

~~As of December 31, 2021, Ms. Velastegui and Ms. Whye held 1,847 RSUs.~~

~~(6)~~

~~Ms. Whye has served as a member of our Board from April 15, 2021.~~

~~(7)~~

~~As of December 31, 2021, Mr. Ryan held 1,847 RSUs, and stock options to purchase a total of 2,874 shares of our common stock.~~

~~(8)~~

~~As of December 31, 2021, Mr. Smith held 1,847 RSUs, and stock options to purchase a total of 53,896 shares of our common stock.~~

~~(9)~~

~~As of December 31, 2021, Mr. Thompson held 1,847 RSUs, and stock options to purchase a total of 4,396 shares of our common stock.~~

~~(10)~~

~~As of December 31, 2021, Mr. Unterman held 1,847 RSUs, and stock options to purchase a total of 13,896 shares of our common stock.~~

~~(11)~~

~~Ms. Whye was awarded RSUs covering 130 shares of our common stock on April 15, 2021. 100% of the shares subject to the RSUs vested in May 2021.~~

~~(12)~~

~~As of December 31, 2021, Ms. Yamamoto held 1,847 RSUs, and stock options to purchase a total of 766 shares of our common stock.~~

closing price of our common stock on the date of grant.

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(3)Messrs. Thompson, Unterman, and Yoran and Mses. Rios, Velastegui, Whye, and Yamamoto were each awarded RSUs covering 3,387 shares of our common stock on May 10, 2023. 100% of the shares subject to the RSUs will vest upon the earlier of May 10, 2024 or the day prior to our next annual meeting of stockholders, subject to each of their continued services with us through such date.

(4)Upon joining our Board on October 2, 2023, Mr. Wagner was awarded RSUs covering 2,291 shares of our common stock. 100% of the shares subject to the RSUs will vest on May 8, 2024, subject to his continued service with us through such date.

(5)Upon joining our Board on March 15, 2024, Ms. Drummond was awarded RSUs covering 470 shares of our common stock. 100% of the shares subject to the RSUs will vest on May 8, 2024, subject to her continued service with us through such date. Ms. Drummond did not hold any RSUs as of December 31, 2023.

(6)Ms. Rios held 3,387 RSUs as of December 31, 2023.

(7)Mr. Ryan held stock options to purchase a total of 2,874 shares of our common stock as of December 31, 2023. Mr. Ryan’s fees were pro-rated for the portion of the year for which he served as Lead Independent Director and as a member of the Audit Committee until his resignation from each of these position in connection with his appointment to Co-CEO in March 2023.

(8)Mr. Thompson held 3,387 RSUs, and stock options to purchase a total of 4,396 shares of our common stock, as of December 31, 2023.

(9)Mr. Unterman held 3,387 RSUs as of December 31, 2023.

(10)Ms. Velastegui held 3,387 RSUs as of December 31, 2023.

(11)Mr. Wagner held 2,291 RSUs as of December 31, 2023.

(12)Ms. Whye held 3,387 RSUs as of December 31, 2023.

(13)Ms. Yamamoto held 3,387 RSUs, and stock options to purchase a total of 766 shares of our common stock as of December 31, 2023.

(14)Mr. Yoran held 3,387 RSUs as of December 31, 2023.

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PROPOSAL NUMBER 1

ELECTION OF CLASS ~~III~~II DIRECTORS

Our ~~board of directors~~Board is currently comprised of ~~nine~~eleven directors and is divided into three staggered classes of directors. At the annual meeting, ~~two~~three Class ~~III~~II directors will be elected to our ~~board of directors~~Board by the holders of our common stock to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

Nominees for Director

Our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee has recommended ~~director nominees for selection by~~to our ~~board of directors,~~Board, and upon such recommendation, our ~~board of directors~~Board has nominated ~~Barbara Whye~~Mr. Ryan, Ms. Velastegui, and ~~Mika Yamamoto~~Mr. Wagner for re-election as Class ~~III~~II directors at the ~~2022~~2024 annual meeting of stockholders. Mr. Wagner is standing for election by stockholders for the first time. He was initially recommended for consideration as a director by the Nominating and Corporate Governance Committee by a third-party search firm. If elected, ~~Mses. Whye~~Mr. Ryan, Ms. Velastegui, and ~~Yamamoto~~Mr. Wagner will serve as Class ~~III~~II directors until the ~~2025~~2027 annual meeting and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. For more information concerning the nominees, please see the section entitled “Board of Directors and Corporate Governance.”

~~Mses. Whye~~

Mr. Ryan, Ms. Velastegui, and ~~Yamamoto~~Mr. Wagner have agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve. If a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee who may be proposed by our ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee and designated by the present ~~board of directors~~Board to fill the vacancy.

Required Vote

The Class ~~III~~II directors will be elected by a plurality of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to vote on the election of directors. In other words, the ~~two~~three nominees receiving the highest number of “FOR” votes will be elected as Class ~~III~~II directors. You may vote (i) “FOR” for each director nominee or (ii) “WITHHOLD” for each director nominee. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld, for the election of ~~Mses. Whye~~Mr. Ryan, Ms. Velastegui, and ~~Yamamoto.~~Mr. Wagner. “WITHHOLD” votes and broker non-votes will have no effect on the outcome of this proposal.

Board Recommendation

Our ~~board of directors~~Board recommends a vote “FOR” the election to the ~~board~~Board of ~~directors of Barbara Whye~~Owen Ryan, Sophia Velastegui and ~~Mika Yamamoto~~William Wagner as Class ~~III~~II directors.

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PROPOSAL NUMBER 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Our ~~audit committee~~Audit Committee has appointed PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for the year ending December 31, ~~2022.~~2024. During ~~2021,~~2023, PwC served as our independent registered public accounting firm.

Notwithstanding its appointment and even if our stockholders ratify the appointment, our ~~audit committee,~~Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the ~~audit committee~~Audit Committee believes that such a change would be in the best interests of the ~~company~~Company and its stockholders. Our ~~audit committee~~Audit Committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If the appointment is not ratified by our stockholders, our ~~audit committee~~Audit Committee may consider whether it should appoint another independent registered public accounting firm. A representative of PwC is expected to be telephonically present at the virtual annual meeting, where he or she will be available to respond to appropriate questions and, if he or she desires, to make a statement.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents the aggregate fees billed for professional audit services and other services rendered to us by PwC for our fiscal years ended December 31, ~~2021~~2023 and ~~2020.~~2022.


	Fiscal Year Ended		Fiscal Year Ended
	2021	2020	2023	2022
Audit Fees⁽¹⁾	$2,420,000	$2,774,000
Audit-related Fees⁽²⁾	320,000	345,000
Tax Fees⁽³⁾⁽²⁾	420,332	201,325
All Other Fees	12,900	8,640
Total Fees	$3,173,232	$3,328,965

_________________

(1)“Audit Fees” consist of professional services rendered in connection with the audit of our consolidated financial statements and review of our quarterly consolidated financial statements and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. Fees for 2022 also included fees billed for professional services rendered in connection with our Form S-8 registration statement filed in February 2023. Fees for 2023 also included fees billed for professional services rendered in connection with our Form S-8 registration statement filed in February 2024.

(2)“Tax Fees” consist of fees for professional services for tax compliance, tax advice and tax planning.

~~(1)~~

“Audit Fees” consist of professional services rendered in connection with the audit of our consolidated financial statements and review of our quarterly consolidated financial statements and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. Fees for 2021 also included fees billed for professional services rendered in connection with our Form S-8 registration statement in February 2021 as well as equity evaluation for certain of our foreign employees.

~~(2)~~

~~For 2020, “Audit-related Fees” include fees related to the acquisition of Rimilia. For 2021, “Audit-related Fees” include fees related to the acquisition of FourQ Systems, Inc.~~

~~(3)~~

~~“Tax Fees” consist of fees for professional services for tax compliance, tax advice and tax planning.~~

Auditor Independence

In ~~2021,~~2023, there were no other professional services provided by PwC that would have required our ~~audit committee~~Audit Committee to consider their compatibility with maintaining the independence of PwC.

Audit and Non-Audit Services Pre-Approval Policy

Our ~~audit committee~~Audit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our ~~audit committee~~Audit Committee (or its delegate) may pre-approve services to be performed by our independent registered public accounting firm without consideration of specific case-by-case services or may require the specific pre-approval of the committee, in either case, in order to ensure that the provision of such services does not impair the public accountants’ independence. All fees paid to PwC for our fiscal years ended December 31, ~~2021~~2023 and ~~2020~~2022 were pre-approved by our ~~audit committee.~~Audit Committee.

Required Vote

Ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, ~~2022~~2024 requires the affirmative “FOR” vote of a majority of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to vote on the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes will not affect the outcome of voting on this proposal.

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Board Recommendation

Our ~~board of directors~~Board recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, ~~2022.~~2024.

Audit Committee Report

BlackLine’s management is responsible for (i) establishing and maintaining internal controls and (ii) preparing BlackLine’s consolidated financial statements. BlackLine’s independent registered public accounting firm, PwC, is responsible for performing an independent audit of BlackLine’s consolidated financial statements and BlackLine’s internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States), or the PCAOB, and to issue a report thereon. It is the responsibility of the ~~audit committee~~Audit Committee to oversee these activities. It is not the responsibility of the ~~audit committee~~Audit Committee to prepare BlackLine’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the ~~audit committee~~Audit Committee has:

•reviewed and discussed the audited financial statements for fiscal year ~~2021~~2023 with the management of BlackLine and PwC;

•discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB; and

•received the written disclosures and the letter from PwC as required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the ~~audit committee~~Audit Committee concerning independence, and has discussed with PwC that firm’s independence.

Based on the ~~audit committee’s~~Audit Committee’s review of the audited financial statements and the various discussions with management and PwC, the ~~audit committee~~Audit Committee recommended to the ~~board of directors~~Board that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, ~~2021~~2023 for filing with the SEC. The ~~audit committee~~Audit Committee has also appointed PwC as the ~~company’s~~Company’s independent registered public accounting firm for the year ending December 31, ~~2022.~~2024.

The Audit Committee5

~~Owen Ryan~~Brunilda Rios (Chair)

~~Graham Smith~~

Kevin Thompson

Sophia Velastegui

This ~~audit committee~~Audit Committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by BlackLine under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except to the extent BlackLine specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

5Ms. Drummond joined the Audit Committee on March 15, 2024, after the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the SEC.

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PROPOSAL NUMBER 3

ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF

NAMED EXECUTIVE OFFICERS

Our ~~board of directors~~Board is asking ~~company~~Company stockholders to cast an advisory, non-binding vote to approve the compensation of our named executive officers during ~~2021~~2023 as disclosed in this ~~Proxy Statement~~proxy statement in accordance with the requirements of Section 14A of the Exchange Act. This Proposal gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program.

Advisory Vote on Compensation of Named Executive Officers

We believe that BlackLine’s compensation philosophy and program, as described below in the “Compensation Discussion and Analysis” section of this proxy statement, are effective in achieving our goals, and that the executive compensation reported in this proxy statement is appropriate, competitive, and aligned with our ~~2021~~2023 results. The compensation program for our named executive officers is focused on pay-for-performance principles. The program is designed to attract, motivate, and retain executive officers in a competitive market for executive talent, reward them with more than base salary if and to the extent BlackLine achieves challenging financial performance goals, and align the officers’ interests with the interests of our stockholders to create long-term shareholder value, while at the same time avoiding the encouragement of excessive risk-taking.

For a more detailed discussion of our compensation philosophy, objectives, principles, and programs, we strongly encourage our stockholders to review this proxy statement, and in particular the information contained in the “Compensation Discussion and Analysis” section below and in the compensation tables and narrative that follow it in the “Executive Compensation” section of this proxy statement.

The vote on executive compensation is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers described in this proxy statement.

Our ~~board of directors~~Board believes that it is in the best interests of the ~~company~~Company and our stockholders to approve the ~~2021~~2023 compensation of our named executive officers, thereby encouraging them to remain in the ~~company’s~~Company’s employ and more closely align their interests with those of our stockholders.

Required Vote

The vote is advisory, which means that the vote is not binding on BlackLine, our ~~compensation committee,~~Compensation Committee, or our ~~board.~~Board. Abstentions are considered votes cast, and thus, will have the same effect as votes “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal. Although the vote is non-binding, our ~~compensation committee~~Compensation Committee and ~~board~~Board value your opinion and will consider the outcome of the vote in making future compensation decisions.

Board Recommendation

Our ~~board of directors~~Board recommends an advisory non-binding vote “FOR” the proposal to approve the ~~2021~~ compensation of our named executive officers.

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EXECUTIVE OFFICERS

The following table provides information regarding our executive officers as of March ~~17, 2022:~~15, 2024:


Name			Age			~~Age~~		Position
~~Therese Tucker~~ Owen Ryan			61			60		Co-Chief Executive Officer and Chair of the Board
~~Marc Huffman~~ Therese Tucker			62			51		~~President and Chief~~Co-Chief Executive Officer and Director
Mark Partin			56			54		Chief Financial Officer
~~Peter Hirsch~~		61		~~Chief Technology Officer~~
Karole Morgan-Prager	61				59		Chief Legal and Administrative Officer
Mark Woodhams			61			59		Chief Revenue Officer

For Mr. ~~Huffman’s~~Ryan’s biography, see “Nominees for Director” and for Ms. Tucker’s ~~biographies,~~biography, see “~~Nominees for Director.~~Continuing Directors.”

Mark Partin has served as our Chief Financial Officer since January 2015 and as our Treasurer since February 2015. Prior to joining us, Mr. Partin served as the Chief Financial Officer for Fiberlink Communications Corporation (now MaaS360, an IBM Company), an Enterprise Mobility Management company, from 2005 to 2014. From 1995 to 2005, Mr. Partin served in various senior financial roles for companies such as Headhunter.net, Inc. (now Careerbuilder.com), Contour Medical, Inc. (acquired by Sun Healthcare Group, Inc.), American Health Imaging, and Williams Group International. From 1991 to 1995, Mr. Partin was a CPA and auditor with Arthur Andersen & Co. in Atlanta, Ga. Mr. Partin holds an M.B.A. from Harvard Business School and a B.S. in Business Administration from the University of Tennessee.

~~Peter Hirsch~~ has served as our Chief Technology Officer since February 2019. Prior to joining us, he served as Executive Vice President of Technology & Operations at Ellie Mae, a cloud-based mortgage application platform provider, from June 2015 to January 2019. From April 2014 to June 2015, Mr. Hirsch served as Senior Vice President, Ariba Cloud Engineering & Technology, at SAP SE. From 1994 to 2014, Mr. Hirsch served in various senior engineering roles for companies such as IBM, Valchemy, Inc., Alphablox Corp., and Informix Software, Inc. From 1989 to 1994, Mr. Hirsch was Founder & Chief Executive Officer of 3-D Visions Corp. Mr. Hirsch holds an M.S. in Communication Systems and a B.S. in Electrical Engineering from the University of Southern California.

Karole Morgan-Prager has served as our Chief Legal and Administrative Officer since October 2016, as our Secretary since August 2015, and as our Chief Legal Officer since May 2015. Prior to joining us, Ms. Morgan-Prager served as General Counsel and Corporate Secretary of The McClatchy Company, a newspaper and internet publisher, from July 1995 to May 2015. She was named Vice President of The McClatchy Company in May 1998 and Vice President, Corporate Development in May 2012. From November 1992 to June 1995, Ms. Morgan-Prager served as Associate General Counsel for The Times Mirror Company, a newspaper publishing company that was acquired by Tribune Co. From October 1987 to October 1992, Ms. Morgan-Prager was an Associate with the law firm Morrison & Foerster LLP, working on corporate securities matters. Ms. Morgan-Prager holds a J.D. from the University of California, Los Angeles and a B.A. in Journalism and Political Science from University of Nevada.

Mark Woodhams has served as our Chief Revenue Officer since January 2021 and as our Senior Vice President of Global Sales from July 2018 to January 2021. Prior to joining us, Mr. Woodhams served in various roles at NetSuite, including managing director from August 2014 to June 2018 and EMEA Sales director from February 2012 to August 2014. Mr. Woodhams has more than 35 years of experience with leading cloud and financial and professional services companies including NetSuite, Oracle, Hyperion, CapGemini and Citicorp.

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OTHER EXECUTIVES

The following table provides information regarding our other executives as of March ~~17, 2022:~~15, 2024:

Name

Age

~~Age~~

Position

~~Andres Botero~~

Mary Ainsworth

Chief People Officer

Emily Campbell

Chief Marketing Officer

~~Susan Otto~~

Sumit Johar

Chief ~~People~~Information Technology Officer

~~Lisa Schreiber~~

~~Chief Customer Officer~~

~~Andres Botero~~Mary Ainsworth has served as our Chief People Officer since September 2023. Prior to joining us, Ms. Ainsworth served as EVP and Chief People Officer for Medallia Inc., a cloud experience management pioneer, from September 2019 to September 2023. From January 2011 to August 2019, Ms. Ainsworth served in various HR leadership roles for CallidusCloud, a sales performance management leader that was acquired by SAP, most recently as its EVP and Chief People Officer. Ms. Ainsworth holds a B.A. in Liberal Arts from St. Mary’s College of California.

Emily Campbell has served as our Chief Marketing Officer since ~~September 2018.~~January 2024. Prior to joining us, ~~Mr. Botero~~Ms. Campbell served as Chief Marketing Officer for ~~Callidus Software,~~Infinite Electronics, Inc., a ~~cloud-based sales~~supplier of electronic components, from June 2021 to January 2024. From October 2019 to June 2021, Ms. Campbell served as CMO and Executive Vice President for Berlin Packaging, a supplier of packaging services. From 2016 to 2019, Ms. Campbell served in various marketing ~~solutions~~leadership roles for Arrow Electronics, a provider ~~from May 2017 to August 2018.~~of technology products, services, and solutions. From ~~November 2015~~June 2014 to May ~~2017, Mr. Botero~~2016, Ms. Campbell served as ~~Chief Marketing Officer for Aria Systems, Inc.,~~Director, eBusiness at National Instruments, a ~~cloud-based monetization solution provider. Prior~~provider of software-connected automated test and measurement systems. From 1999 to ~~Aria Systems, Mr. Botero~~2014, Ms. Campbell served in ~~senior marketing~~various roles ~~for companies such as Steelwedge Software Inc.~~at Dell Technologies, a leading technology and ~~SAP SE. Mr. Botero~~IT solutions company. Ms. Campbell holds a B.S. in ~~Industrial Engineering from Universidad de Los Andes,~~Marketing and ~~a Master of~~International Business ~~Administration and Certificate in Public Management~~ from the ~~Stanford~~ University ~~Graduate School~~ of ~~Business.~~Colorado.

~~Susan Otto~~Sumit Johar has served as our Chief ~~People~~Information Technology Officer since ~~October 2018.~~February 2024. Prior to joining us, ~~Ms. Otto~~Mr. Johar served as Chief ~~Human Resources~~Information Officer for ~~TrueCar, Inc., an online automotive information company,~~Automation Anywhere, a robotic process automation software, from ~~May 2017 to October 2018. From June 2013~~July 2021 to February ~~2017, Ms. Otto~~2024. From November 2016 to 2021, Mr. Johar served as the Chief ~~People~~Information Officer ~~for ModCloth, an e-commerce apparel~~at MobileIron, a mobile device management and enterprise mobility management solution company. ~~Prior~~From 2007 to ModCloth, Ms. Otto served in senior human resources roles for companies such as Electronic Arts Inc. and Medtronic, Inc. Ms. Otto holds a B.A. in Marketing and Management from Saint Mary’s University of Minnesota, and an M.A. in Human Resources and Industrial Relations from the University of Minnesota.

~~Lisa Schreiber~~ has served as our Chief Customer Officer since February 2021. Prior to joining us, Ms. Schreiber served as Chief Customer Success Officer for Forcepoint LLC., a SaaS cybersecurity company, from December 2019 to February 2021. From December 2009 to December 2019, Ms. Schreiber2016, Mr. Johar served in various ~~customer support~~business systems leadership roles for ~~Oracle Corporation,~~TIBCO Software, Inc., a ~~global cloud technology~~business integration software company, most recently as its ~~Vice President North America Customer Success and Support Services. Ms. Schreiber~~Senior Director, Business Systems. Mr. Johar holds a ~~B.S.~~Bachelor of Technology in Computer ~~Science~~Engineering from the ~~University~~National Institute of ~~Pittsburgh.~~Technology Kurukshetra.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes our executive compensation program and the material elements of our ~~2021~~2023 compensation program applicable to our named executive officers ~~or NEOs.~~(“NEOs”).

The purpose of this section is to provide a detailed discussion of our executive compensation program, policies, practices, and related corporate governance. This section is designed to assist our stockholders in understanding the approach we take to executive compensation, including how our program is designed and linked to our financial performance, and how our executive compensation practices align with the evolution of our business and organizational culture.

Our NEOs for ~~2021~~2023 are:

Therese Tucker, ~~Executive Chair~~

~~Marc Huffman, President and Chief~~Co-Chief Executive Officer (“~~CEO”~~Co-CEO”)

Owen Ryan, Co-Chief Executive Officer (“Co-CEO”)

Mark Partin, Chief Financial Officer (“CFO”)

~~Peter Hirsch~~Karole Morgan-Prager,Chief ~~Technology~~Legal and Administrative Officer (“~~CTO”~~CLAO”)

Mark Woodhams, Chief Revenue Officer (“CRO”)

Marc Huffman, our former President and former Chief Executive Officer is an NEO under the relevant securities laws. Because he was not involved in our regular compensation programs, we have summarized the material elements of his 2023 compensation separately at the end of this Compensation Discussion and Analysis instead of discussing him throughout.

Management Changes

Effective as of January 1, ~~2021,~~2023, Ms. Tucker, our founder and ~~then~~former Chief Executive Officer, transitioned from her role as Executive Chair of the Board, and Mr. Ryan, who had been serving as Lead Independent Director, assumed the role of ~~Executive~~ Chair of ~~our board~~the Board. At that time, Ms. Tucker continued to serve as a member of ~~directors. At~~ the ~~same time,~~Board and as an employee of the Company. Effective as of March 6, 2023, Mr. Huffman ~~succeeded~~ceased to serve as our President and Chief Executive Officer, and Ms. Tucker and Mr. Ryan were appointed as our ~~Chief Executive Officer. We refer~~Co-CEOs.Following this transition, Ms. Tucker and Mr. Ryan continue to ~~these changes~~serve as members of our Board, and Mr. Ryan continues to serve as Chair of the ~~“CEO Transition.”~~Board.

Fiscal Year ~~2021~~2023 Business Highlights

~~In fiscal year 2021, we delivered strong results from a financial and operational standpoint, as highlighted by the following:~~

~~GAAP Revenue grew to $425.7 million, an increase of 21% over the prior year.~~

~~Operating cash flow grew to $80.1 million, an increase of 46% over the prior year.~~

~~Free cash flow grew to $56.3 million, an increase of 62% over the prior year.~~

~~Please see Appendix A to this Proxy Statement for a reconciliation of GAAP and non-GAAP net income and free cash flow.~~

~~Our Business~~

Our mission is to transform how finance and accounting departments operate by modernizing accounting through unifying data and processes, automating repetitive work, and driving accountability through visibility. We have created a comprehensive cloud-based software platform designed to automate, centralize, and streamline financial close operations and other key Finance & Accounting processes for large and midsize organizations. In fiscal year 2023, we delivered strong results from a financial and operational standpoint, as highlighted by the following:

•Total GAAP Revenue grew to $590.0 million, an increase of 13% from 2022.

•GAAP operating margin of 2.4%, compared to (10.7)% in 2022.

•Non-GAAP operating margin of 16.5%, compared to 6.1% in 2022.

•GAAP net income was $52.8 million, or $0.81 per diluted share.

•Non-GAAP net income attributable to BlackLine was $145.2 million, or $1.96 per diluted share.

•Operating cash flow was $126.6 million, compared to $56.0 million from 2022.

•Free cash flow was $99.0 million, compared to $25.7 million from 2022.

•In October 2023, we completed our acquisition of Data Interconnect Limited, a leader in e-invoice presentment and payment technology.

Please see Appendix A to this proxy statement for a reconciliation of GAAP and non-GAAP net income and free cash flow.

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Fiscal Year 2023 Compensation Highlights

2023 Executive Compensation Highlights


COMPENSATION HIGHLIGHT			UNDERLYING PHILOSOPHY/CONSIDERATIONS
Co-CEO Discussion			•When we made the decision to retain Ms. Tucker and Mr. Ryan as Co-CEOs, it was important to the Compensation Committee to holistically assess the compensation offered to each of them. Two key compensation principles that were used in this assessment were that we wanted to ensure that the initial equity grants made to our Co-CEOs did not exceed the level of equity grant that would have been required to hire a CEO from outside of BlackLine and we assessed the aggregate level of pay across our executive team to ensure that it was reasonable.
Stockholder Feedback			•The perspective of our stockholders is an important consideration in the design of our compensation programs. In the fall of 2023, we conducted an extensive stockholder engagement program, led by our Compensation Committee chair, and have described the feedback from that program below. •Although the decisions described in this compensation discussion and analysis were made in early 2023 and therefore could not be impacted by the results of that engagement, changes resulting from stockholder feedback are described below.
Pay-for-performance alignment			•We strive to maintain a pay-for-performance alignment by allocating a meaningful portion of the overall compensation opportunity for our NEOs in the form of performance-based compensation that is at risk and directly tied to specific financial objectives. •Our performance-based compensation philosophy seeks to align the interests of our NEOs to the interests of our stockholders.

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Alignment of performance metricswith key strategic objectives			•Identifying and selecting the right performance metrics for our performance-based compensation is key to incentivizing our executives to achieve our strategic plan, which promotes the interest of our stockholders. •In 2023, our strategic focus was to grow our top-line toward profitability in a manner aligned with our long-term planning. With this in mind, we modified the performance metrics used in both our annual cash bonus plan and performance-based restricted stock unit awards (“PSUs”): ◦The annual cash bonus plan design was based on revenue (as in prior years) but we switched to the use of a non-GAAP operating margin metric from non-GAAP net income so that our focus on responsible growth is clear. Additionally, we determined that the portion of the annual cash bonus that we previously determined on a discretionary basis after the end of the year will instead be assessed against previously-established objectives and key results. ◦The shift to the use of non-GAAP operating margin was also made in our PSU awards along with revenue and annualized recurring revenue (which were also used in 2022). •We moved away from a discretionary component in our annual bonus plan whereby results were determined entirely after completion of the year to a process of establishing key financial and non-financial objectives with identified key results (OKRs) so that we can assess performance against these OKRs after the year was completed. •We understand that some investors prefer that there not be overlap between the goals for our annual bonuses and long-term equity incentive awards and considered that in our goal setting for 2023, but ultimately determined that the importance of focusing on responsible growth justified the use of the same metrics in both plans. For 2024, we moved away from the use of overlapping metrics between our annual bonus and long-term equity. The 2024 annual bonus is tied to equally-weighted metrics of revenue and non-GAAP operating margin. The 2024 PSU award is tied 50% to annualized recurring revenue (ARR) to be determined in three annual tranches and 50% to relative total shareholder return (“TSR”) measured over a three-year period.
Market-based base salary increases			•We adjusted the base salaries of each of our NEOs in 2023, in each case to better align their base salaries with our competitive market and their expected contributions to our business.
Continued focus on executiverecruitment and retention			•While we seek to develop our executive compensation program so that it closely aligns with our pay-for-performance philosophy and rewards achievement of performance goals, this objective must complement other important objectives, including the hiring and retention of executives. •To improve recruitment and strengthen retention, we continued our practice in 2023 of granting each NEO a portion of their annual equity awards in RSUs that vest solely over a time-based schedule and are not tied to Company performance with the remaining portion of their annual equity awards granted in PSUs as discussed below. •As described in last year’s proxy statement, in connection with retention grants made to other executives in December 2022, we made a retention grant in January 2023 for Ms. Tucker. During our stockholder engagement process, we heard clearly from some stockholders that they disfavor special retention awards and we do not intend to make any in the future without unique circumstances.

Our Compensation Philosophy

We are committed to developing a compensation program that rewards our executives in direct alignment with the achievement of both near- and long-term business and strategic objectives (i.e., pay-for-performance). In furtherance of this objective, our ~~compensation committee~~Compensation Committee routinely considers appropriate adjustments to the design of our compensation program to reflect our strategic direction and evolving needs of our business. Additionally, our ~~compensation committee~~Compensation Committee seeks to set compensation levels for our executive officers at competitive levels so that we can attract, retain, and motivate highly

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qualified executives to contribute to our success. In assessing the overall compensation for executive officers, the ~~compensation committee~~Compensation Committee generally considers our financial performance, stockholder returns and position vs. selected peers, market compensation data, executive’s performance, awards given in previous years, and recommendations of our independent consultant.

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When making executive compensation decisions, the ~~compensation committee~~Compensation Committee is guided by the following principles:

•Attracting and retaining senior executives with the right expertise necessary to achieve our strategic objectives and grow our ~~organization~~

organization.

•Paying for performance to ensure that a significant portion of executives’ compensation is realized when the organization meets its financial ~~results~~

results.

•Aligning interests of our executives with stockholders to ensure that executives’ compensation payouts align with the achievement of results that are correlated with long-term value and stock price ~~appreciation~~

appreciation.

•Rewarding achievement by providing appropriate levels of awards for attaining both short-term and long-term financial ~~results~~

results.

Our ~~2021~~2023 executive compensation program consisted of the following core elements:

~~Base~~•base salary;

~~Annual~~•annual cash bonuses;

~~Long-term~~•long-term equity compensation (RSUs and ~~stock options)~~PSUs); and

~~Retirement~~•retirement and health benefits on the same terms as for similarly situated non-executive employees.

~~2021 Executive Compensation Highlights~~

~~COMPENSATION HIGHLIGHT~~	~~UNDERLYING PHILOSOPHY/CONSIDERATIONS~~
~~Pay for performance alignment~~	•	We strive to maintain a pay for performance alignment by allocating a meaningful portion of the overall compensation opportunity for our NEOs in the form of performance-based compensation that is at risk and directly tied to specific financial objectives.
	•	~~Our performance-based compensation philosophy seeks to align the interests of our NEOs to the interests of our stockholders.~~
~~Alignment of performance metrics with key strategic objectives~~	•	Identifying and selecting the right performance metrics for our performance-based compensation is key to incentivizing our executives to achieve our strategic plan, which promotes the interest of our stockholders.
	•	In 2021, our strategic focus was to grow our top-line toward profitability. With this in mind, we selected key performance metrics for the 2021 annual cash bonus plan to drive top-line performance: revenue and Non-GAAP net income.
~~Market-based base salary increases~~	•	We adjusted the base salaries of each of our NEOs in 2021. For Ms. Tucker, Mr. Huffman and Mr. Woodhams, this adjustment took place in January 2021, and occurred in light of their changed responsibilities due to the CEO Transition and Mr. Woodhams’ promotion. For our other NEOs, this adjustment took place in April 2021, in each case to better align their base salaries with our competitive market and their expected contributions to our business.

Pay-for-Performance

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~~COMPENSATION HIGHLIGHT~~	~~UNDERLYING PHILOSOPHY/CONSIDERATIONS~~
~~Continued focus on executive recruitment and retention~~	•	While we seek to develop our executive compensation program so that it closely aligns with our pay-for-performance philosophy and rewards achievement of performance goals, this objective must complement other important objectives, including the hiring and retention of executives.
	•	~~To improve recruitment and strengthen retention, we continued our practice in 2021 of granting equity awards that vest solely over a time-based schedule and are not tied to company performance.~~
~~Strong Stockholder Support for our executive compensation programs~~	•	At the 2021 annual meeting, over 95% of advisory votes cast by our stockholders were in favor of our NEOs’ 2020 compensation. We believe that the results of this vote affirm our stockholders’ support of our approach to executive compensation.
~~Market-based modification to our executive severance policy~~	•	In 2021, our compensation committee conducted a periodic review of the severance and change in control protections provided to our NEOs and other officers under our Change of Control and Severance Policy, and made certain modifications to such protections to align them with protections provided at compensation peer companies.

~~Pay-for-Performance Discussion~~

Our executive compensation program is reasonable, competitive, and rigorously balances the goals of attracting, motivating, rewarding, and retaining our NEOs. To ensure our NEOs’ interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort, a substantial portion of their annual target total direct compensation opportunity is “at-risk” and the actual amounts payable to our NEOs will vary above or below target levels commensurate with our performance.

We emphasize performance-based compensation that appropriately rewards our NEOs for delivering financial, operational, and strategic results that meet or exceed pre-established goals through our cash bonus plan and equity awards.

For SEC-mandated disclosure on pay versus performance for our CEO and other NEOs, please see the “Pay Versus Performance” section below.

The ~~graphic~~graphics below ~~illustrates~~illustrate at-risk pay versus fixed and time-based pay for Ms. Tucker and Mr. Ryan, our then-Co-CEOs, and other NEOs for fiscal year ~~2021.~~2023.*

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_________________

* The percentages do not take into account the retention award granted to Ms. Tucker in January 2023, which was described extensively in the proxy statement for our fiscal 2022 annual meeting.

Executive Compensation Policies and Practices

We maintain sound governance standards consistent with our executive compensation policies and practices. The ~~compensation committee~~Compensation Committee evaluates our executive compensation program regularly to ensure that it supports our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. These policies and practices were in effect during ~~2021:~~

2023:

What we do

✔	Independent Compensation CommitteeAdvisor. The ~~compensation committee~~Compensation Committee engaged its own independent compensation consultant to assist with the design of the ~~2021~~2023 executive compensation program.

✔	Annual Executive Compensation ~~Review~~.Review. The ~~compensation committee~~Compensation Committee conducts an annual review of compensation for our NEOs and a review of compensation-related risks.

✔

Compensation At-Risk. The executive compensation program is designed so that a significant portion of executive annual compensation is “at risk” to align the interests of our NEOs and our stockholders. The ~~2021~~2023 Bonus Plan achievement for our NEOs was ~~115.27%~~42.7% of target based on the challenging goals set by the ~~compensation committee~~Compensation Committee and its review of our performance.

✔	Multi-Year Vesting Requirements. The equity awards granted to our NEOs vest over ~~four~~multiple years and generally no portion of ~~the award~~these awards vests until approximately 12 months after the grant date, consistent with current market practice and our retention objectives.

✔	Limited Perquisites. We provide minimal perquisites and other personal benefits to our NEOs, except where they serve a legitimate business purpose.

✔

Stock Ownership Guidelines. We have robust stock ownership guidelines in order to encourage stock ownership among our directors and executive officers.

✔ Clawback policy. In 2023, our Board adopted a Compensation Recovery Policy that satisfies new Nasdaq listing standards regarding clawback policies. Our Compensation Recovery Policy provides for the recoupment of certain incentive-based compensation in the event the Company is required to restate its financial statements due to the Company’s material noncompliance with any financial reporting requirements under the securities laws.

~~What we don’t~~

What we don't do

✘	No “Golden Parachute” Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any tax liability that our NEOs might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code (the “Code”).

✘	~~No Stock Options Granted with an Exercise Price Less Than Fair Market Value. All stock options are granted with an exercise price at the closing market price on the grant date.~~

✘	No Special Retirement Plans. We do not offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements exclusively to our NEOs.

✘	No Special Health and Welfare Benefits. Our NEOs participate in the same ~~company-sponsored~~Company-sponsored health and welfare benefits programs as our other full-time, salaried employees.

✘

No “Single Trigger” Change of ControlArrangements. No change of control payments or benefits are triggered simply by the occurrence of a change of control. All change-of-control payments and benefits are based on a “double-trigger” arrangement (that is, they either require both a change of control of the ~~company~~Company plus a qualifying termination of employment before payments and benefits are paid or, in the case of certain performance awards, require a change of control of the ~~company~~Company and the award is not assumed in the acquisition).

✘	No Hedging or Pledging. We have a policy that restricts employees from hedging our securities or pledging our securities as collateral.

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Governance of Executive Compensation Program

Role of the Compensation Committee

The ~~compensation committee~~Compensation Committee discharges the responsibilities of our ~~board of directors~~Board relating to the compensation of our NEOs. With respect to our NEOs, the ~~compensation committee~~Compensation Committee reviews and approves at the beginning of the year, or more frequently as warranted, their annual base salaries; cash bonus opportunities and cash bonus payments; long-term equity incentive

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compensation; employment offers (including post-employment compensation arrangements); and other compensation, perquisites, and other personal benefits, if any.

The ~~compensation committee’s~~Compensation Committee’s practice of developing and maintaining compensation arrangements that are competitive includes a balance between hiring and retaining the best possible talent and maintaining a reasonable and responsible cost structure.

Compensation-Setting Process

We do not establish a specific target for setting the target total direct compensation opportunity of our NEOs. When determining and setting the amount of each compensation element, the ~~compensation committee~~Compensation Committee considers the following factors:

•our performance against the financial and operational objectives established by the ~~compensation committee~~Compensation Committee and our ~~board of directors;~~Board;

•each individual NEO’s skills, experience, and qualifications relative to other similarly situated executives at the companies in our compensation peer group;

•the scope of each NEO’s role compared to other similarly situated executives at the companies in our compensation peer group;

•the performance of each individual NEO, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;

•compensation parity among our NEOs;

•with respect to NEOs other than our ~~CEO,~~Co-CEOs, the recommendations of ~~our CEO;~~the Co-CEOs; and

•the compensation practices of our compensation peer group and the positioning of each NEO’s compensation in a ranking of peer company compensation levels.

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunities for each NEO.

Role of Management

The ~~compensation committee~~Compensation Committee believes each of our ~~CEO,~~Co-CEOs, CFO, Chief ~~Legal~~People Officer, and ~~Administrative Officer (“CLAO”), and Chief People Officer~~CLAO has valuable insight into the ~~day-to-day~~ contributions of our NEOs and solicits advice and input from each with respect to performance objectives under our annual bonus plan. In addition, our CFO provides input with respect to the establishment of metrics and targets for our annual incentive plan and our performance-based equity awards. Our ~~CEO~~Co-CEOs also ~~provides~~provide input with respect to adjustments to annual base salaries, annual cash bonus opportunities, long-term equity incentive compensation opportunities, program structures, and other compensation-related matters for our NEOs (other than with respect to ~~her~~their own compensation). The ~~compensation committee~~Compensation Committee reviews and discusses ~~these recommendations~~this advice and ~~proposals~~input, along with ~~our CEO~~the information, analysis and other advice it receives from its independent compensation consultant and uses them as ~~one factor~~factors in determining and approving the compensation for our NEOs. None of our officers is involved in decisions regarding their own compensation.

Role of Compensation Consultant

The ~~compensation committee~~Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For ~~2021,~~2023, the ~~compensation committee~~Compensation Committee retained Compensia to serve as its compensation advisor. This compensation consultant serves at the discretion of the ~~compensation committee.~~Compensation Committee.

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During ~~2021,~~2023, Compensia regularly attended the meetings of the ~~compensation committee~~Compensation Committee and provided the following services:

•consulting with the ~~compensation committee chair~~Compensation Committee Chair and other members between ~~compensation committee~~Compensation Committee meetings;

•providing competitive market data based in part on the compensation peer group for our NEO positions and evaluating how the compensation we pay our NEOs compares both to our performance and to how the companies in our compensation peer group compensate their executives;

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•assessing executive compensation trends within our industry, and updating on corporate governance and regulatory issues and developments;

•providing competitive market data based on the compensation peer group for our ~~board of directors~~Board and evaluating how the compensation we pay the non-employee members of our ~~board of directors~~Board compares to how the companies in our compensation peer group compensate their boards of directors; and

•reviewing market equity compensation practices, including “burn rate” and “overhang.”

In ~~2021,~~2023, Compensia did not provide any services to us other than the consulting services provided to the ~~compensation committee.~~Compensation Committee. The ~~compensation committee~~Compensation Committee regularly reviews the objectivity and independence of the advice provided by its compensation consultant on executive compensation. The ~~compensation committee~~Compensation Committee has considered the six specific independence factors adopted by the SEC and reflected in the listing standards of Nasdaq and determined that the work of Compensia did not raise any conflicts of interest.

Competitive Positioning

To compare our executive compensation against the competitive market, the ~~compensation committee~~Compensation Committee reviews and considers the compensation levels and practices of a group of comparable technology companies. The companies in this compensation peer group were selected on the basis of their similarity to us in size and industry ~~focus, and geographic location.~~focus. For ~~2021~~2023 pay decisions, the ~~compensation committee~~Compensation Committee used compensation data derived from the compensation peer group as updated in August ~~2020.~~2022. The companies in this compensation peer group were selected on the basis of their similarity to us, based on these criteria:

•similar revenue size - ~0.5x to ~2.0x our last four fiscal quarter revenue of approximately ~~$307~~$473 million ~~(at the time~~(for

Q4 of ~~the peer group review in August 2020)~~2022);

•similar market capitalization - ~0.3x to ~3.0x our market capitalization of ~~$4.8~~approximately $4.0 billion (around the time of the peer group review in August ~~2020)~~2022);

•similar revenue growth and market-capitalization to revenue ratio;

•industry –- application software, internet services and infrastructure, and systems software;

•executive positions similar in breadth, complexity, and/or scope of responsibility; and

•competitors for executive talent.

After consultation with Compensia, the ~~compensation committee~~Compensation Committee approved the following compensation peer group for ~~2021~~2023 compensation decisions:

Alteryx

New Relic

~~Everbridge~~

~~Q2 Holdings~~

Rapid7

~~Anaplan~~

AppFolio

PagerDuty

~~Five9~~

~~Qualys~~

Smartsheet

~~Appfolio~~

Appian

Paylocity Holding

~~HubSpot~~

~~Rapid7~~

SPS Commerce

~~Appian~~

Coupa Software

Procore Technologies

~~LivePerson~~

~~Smartsheet~~

Tenable Holdings

~~Avalara~~

Five9

Q2 Holdings

~~New Relic~~

Varonis Systems

~~Cornerstone OnDemand~~

nCino

Qualys

~~PagerDuty~~

Workiva

~~Coupa Software~~

~~Paylocity Holding~~

~~Yext~~

To analyze the executive compensation practices of the companies in our compensation peer group, Compensia gathered data from public filings. This information is supplemented with survey data from the Radford Global Compensation Survey database of companies that are similar to us in revenue, market

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capitalization and industry for purposes of providing additional perspective in the case of executive positions where the compensation peer group offered a limited number of relevant data points. This market data was then used as a reference point for the ~~compensation committee~~Compensation Committee to assess our current executive compensation levels in its deliberations on compensation forms and amounts. The market data reviewed in setting the compensation of our Co-CEOs was the average of the data shown in public filings for each peer company’s CEO and second-highest paid executive, a typical approach based on Compensia’s experience.

The ~~compensation committee~~Compensation Committee reviews our compensation peer group at least annually and adjusts its composition, taking into account changes in both our business and the businesses of the companies in the peer group.

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Stockholder Advisory Votes on Named Executive Officer Compensation and Stockholder Engagement

Our stockholders have an opportunity to cast an advisory vote to approve (i) our NEOs’ compensation and (ii) the frequency of the vote to approve the NEOs’ ~~compensation.~~

~~At the 2021 annual meeting, over 95% of~~compensation (“Say-on-Frequency”). We hold the advisory ~~votes cast~~vote on our NEOs’ ~~2020~~ compensation ~~voted to approve~~annually and ~~there was no~~the Say-on-Frequency vote ~~on the frequency~~every six years. Our next Say-on-Frequency vote will be held in 2025. At our 2023 annual meeting, a minority of ~~this advisory vote. We believe that the results of~~our stockholders supported our compensation practices. Our Board and Compensation Committee took this vote ~~affirm our~~outcome very seriously and was highly focused on gathering and responding to stockholders’ ~~support of our approach to executive compensation, and therefore we have not made any significant changes to~~feedback regarding our executive compensation ~~program. Where changes have been made, they have been~~practices. Accordingly, we engaged in ~~the direction of conforming to market practices~~an extensive shareholder engagement process regarding compensation in fall 2023.

In that process, we contacted stockholders representing 70% of our ~~compensation peer group.~~outstanding shares. We ~~will consider the results~~engaged in 12 meetings with stockholders representing 33% of our outstanding shares (all stockholders who requested a meeting). The Company’s team at each of these meetings was led by our Compensation Committee Chair. In these meetings, we received important feedback from ~~this year’s~~stockholders and ~~future years’ stockholder advisory votes~~describe below how we have acted on ~~NEO compensation when making decisions about our executive compensation program.~~that feedback.


What we heard			How we responded
Longer Performance Periods. Many stockholders expressed a perspective that the one-year performance periods we have been using for our long-term incentive plan should instead measure performance over longer periods.			In our 2024 long-term equity incentive awards, a portion is now tied to our three-year performance as compared to an industry index.
More Disclosure. We heard that stockholders would like more information about how performance metrics for annual and long-term incentives are selected, and the rationale for changes.			In this proxy statement, we have provided more information regarding such reasoning and intend to continue providing this type of disclosure.
Long-term Incentive Metrics. Some stockholders expressed an interest in having long-term incentive metrics that are tied to the Company’s stock price performance over a three or more year period.			In our 2024 long-term equity incentive awards, 50% is now tied to our three-year TSR performance relative to an industry index.
Avoid Overlapping Metrics. Some investors indicated a preference that there not be overlap between the goals for our annual bonuses and long-term equity incentive awards.			The Compensation Committee considered this in our goal setting for 2023, but ultimately, given strategic and leadership transitions during the year, it determined that the importance of focusing on responsible growth justified the use of the same metrics in both plans for 2023. However, as discussed above, for 2024, we moved away from the use of overlapping metrics between our annual bonus and long-term equity.
Co-CEO Matters. Some stockholders asked for more information regarding the decision to implement a Co-CEO structure and how the Compensation Committee assessed the initial compensation arrangements for our Co-CEOs and how it will be assessed going forward.			In this proxy statement, we have provided more information on our reasoning underlying this and intend to continue providing this type of disclosure.

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Individual Compensation Elements

In ~~2021,~~2023, the primary elements of our executive compensation program consisted of base salary, an annual cash bonus opportunity, and long-term equity incentive compensation in the form of ~~time-based~~ RSU and ~~option~~PSU awards.

Base Salary

Base salary represents the fixed portion of the compensation of our NEOs and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we establish the initial base salaries of our NEOs through arm’s-length negotiation at the time we hire the individual NEO, taking into account competitive market data, his or her position, qualifications, experience, prior salary level, and the base salaries of our other NEOs. Thereafter, the ~~compensation committee~~Compensation Committee reviews the base salaries of our NEOs annually and makes adjustments to base salaries as it determines to be necessary or appropriate.

In December 2020, effective as of January 1, 2021, the compensation committee reviewed and approved an increase to the base salary of Mr. Huffman to $475,000 and a decrease to the base salary of Ms. Tucker to $328,000, each in connection with the CEO transition, as well as an increase to the base salary of Mr. Woodhams, in connection with his promotion to Chief Revenue Officer. In determining these adjustments, the compensation committee considered a competitive market data analysis provided by Compensia of (i) executives at comparable companies that underwent similar transitions and (ii) Executive Chair compensation, along with past and expected future contributions of each of these executives in their new roles, their prior base salary, and internal equity considerations.

In February 2021, effective as of April 1, 2021, the compensation committee reviewed the base salaries of our NEOs taking into consideration a competitive market analysis prepared by Compensia, the recommendations of our CEO, and the other factors described above.

The annual base salaries for our NEOs that were in effect as of the end of ~~2020~~2022 and ~~2021,~~2023, respectively, are set forth ~~below.~~

NEO

2020 Base
Salary

2021 Base Salary

Percentage
Increase
Therese Tucker

$410,000

$328,000

(20.0)%
Marc Huffman

$385,000

$475,000

23.4%
Mark Partin

$380,000

$390,000

2.6%
Peter Hirsch

$360,000

$375,000

4.2%
Mark Woodhams

$365,000

$380,000

4.1%

below:


NEO	2022 Base Salary	2023 Base Salary	Percentage Increase
Therese Tucker	$344,000	$485,000	41.0%(1)
Owen Ryan	N/A	$485,000	N/A
Mark Partin	$410,000	$430,000	4.9%
Karole Morgan-Prager	$390,000	$410,000	5.1%
Mark Woodhams	$400,000	$412,000	3.0%

(1) Ms. Tucker’s role expanded substantially from 2022 to 2023, which accounts for the increase in base salary

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Annual Cash ~~Bonuses~~Bonus Opportunities

Each NEO participated in the ~~2021~~2023 Bonus Plan, which was designed to motivate our NEOs to drive “top line” growth (using a revenue goal) as well as “bottom line” profitability (using a ~~net income~~non-GAAP operating margin goal). Additionally, 20% of the ~~Compensation Committee has~~performance under the ~~discretion~~bonus plan was determined based on our performance against a set of objectives and key results that were established early in 2023 and focused on: driving responsible, profitable growth at scale; delivering valuable solutions, support, and services to ~~determine achievement~~the market; delivering experiences that customers value; and continuing our development of ~~a discretionary component (weighted 20%), as described below.~~an agile, inclusive, and highly engaged workforce.

~~Target Annual Cash Bonus Opportunities~~

Each NEO was assigned a target annual cash bonus opportunity for 2023, representing a percentage of his or her annual base salary.

In December 2020 and effective as of January 1, 2021, the compensation committee reviewed and approved a decrease to Ms. Tucker’s percentage target annual cash bonus opportunity to 75% in connection with the CEO Transition. In determining this adjustment, the compensation committee considered the same factors it considered in making the adjustment to Ms. Tucker’s base salary as described above, as well as the impact of that adjustment. At the same time, the compensation committee reviewed and approved no change to the percentage target annual cash bonus opportunities for Mr. Huffman and Mr. Woodhams, considering the same factors it considered in making the adjustments to their base salaries in light of the CEO Transition and Mr. Woodhams’ promotion to Chief Revenue Officer, as well as the impacts of those adjustments.

In February ~~2021,~~2023, the ~~compensation committee~~Compensation Committee reviewed the target annual cash bonus opportunities of our ~~other~~ NEOs for 2023, taking into consideration a competitive market analysis prepared by Compensia, and the recommendations of our ~~CEO, and the~~Co-CEOs (for all NEOs other ~~factors described above.~~

~~Following this review, the compensation committee did not make any changes~~than our Co-CEOs). No adjustments were made to the ~~target annual~~ cash bonus ~~percentages~~opportunity for any of our ~~other~~ NEOs.

The ~~2021~~2023 target annual cash bonus opportunities of the NEOs were as follows:

~~Target Annual Cash Bonus Opportunities~~


NEO	2023 Target Annual Cash Bonus Opportunity (as a percentage of base salary)	2023 Target Annual Cash Bonus Opportunity
Therese Tucker	100%	$485,000
Owen Ryan	100%	$485,000(1)
Mark Partin	70%	$301,000
Karole Morgan-Prager	50%	$205,000
Mark Woodhams	100%	$412,000

NEO

2021 Target Annual
Cash Bonus
Opportunity (as a
percentage of base
salary)

2021 Target Annual
Cash Bonus
Opportunity ($)
Therese Tucker

75%

$246,000
Marc Huffman

100%

$475,000
Mark Partin

60%

$234,000
Peter Hirsch

50%

$187,500
Mark Woodhams

100%

$380,000

(1) Mr. Ryan’s 2023 target annual cash bonus opportunity was prorated to $399,959 for his partial year of service as Co-CEO and employee of the company from March 6, 2023

Each NEO participant in the ~~2021~~2023 Bonus Plan was eligible to earn ~~from 0% to up to 125%~~a payment with respect to the financial portion applicable to his or her target annual cash bonus opportunity depending on our actual performance for the year as measured against the financial performance components, and additional amounts under the discretionary component of the ~~2021~~2023 Bonus Plan.

~~2021~~ As described in the section “2023 Bonus Plan Performance Matrix” below, overperformance against the bonus plan components could result in payments in excess of each NEO's target opportunity, while underperformance would result in payments below that target opportunity, or in no payment being earned with respect to one or more components.

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2023 Bonus Plan Performance Matrix

In ~~February 2021,~~March 2023, the ~~compensation committee,~~Compensation Committee, with input from management, approved revenue and ~~net income~~non-GAAP operating margin as the performance measures for the financial component under the ~~2021~~2023 Bonus Plan. The ~~compensation committee~~Compensation Committee selected these performance measures because it believed that they were appropriate drivers for our business as they provided a balance between growing our business, and managing our expenses, which enhance stockholder value over the short term.

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The ~~2021~~2023 Bonus Plan was to ~~fund~~be funded based on (i) the extent of our achievement against the target level of each of the financial metrics and (ii) the discretion exercised by the ~~compensation committee~~Compensation Committee under the discretionary component, all as set forth below:

~~Revenue~~

~~Financial Component~~

~~$420.6 million~~

~~50%~~

~~Net Income~~

~~Financial Component~~

~~$29.4 million~~

~~30%~~

~~Discretionary~~

~~Discretionary Component~~

—

~~20%~~

The revenue measure funded with respect to that performance measure as follows:

Percentage Achievement of 2021 Revenue target*

Payment Percentage of
Revenue
Measure*
97.5%

60%
99.0%

99%
100.0%

100%
101.0%

125%
102.0%

150%


Percentage Achievement of 2023 Revenue target*						Payment Percentage of Revenue Measure*
98.1%						60%
100.0%						100%
104.0%						200%

The ~~net income~~non-GAAP operating margin measure funded with respect to that performance measure as follows:

Percentage Achievement of 2021 Net Income target*

Payment Percentage of
Net Income
Measure*
85%

50%
100%

100%


Percentage Achievement of 2023 non-GAAP Operating Margin target*						Payment Percentage of non-GAAP Operating Margin Measure*
85.4%						50%
100.0%						100%
150.0%						125%

_________________

*If Revenue and Non-GAAP Operating Margin achievement during 2023 is between the percentage levels identified above, then the payment percentage with respect to the applicable performance metric is calculated based on a linear interpolation between those levels (rounded to one decimal).

*	If Revenue and Net Income achievement during 2021 is between the percentage levels identified above, then the payment percentage with respect to the applicable performance metric is calculated based on a linear interpolation between those levels (rounded to one decimal).

For purposes of the ~~2021~~2023 Bonus Plan, the financial performance measures had the following meanings:


Performance Measure		Meaning
Revenue	~~Revenue~~		~~The company’s~~“Revenue” is defined as the sum of the Company’s subscription, support, and professional services revenue; all determined under U.S. GAAP, excluding revenue ~~for~~from acquisitions completed during the ~~2021~~Company’s applicable fiscal ~~year as determined in accordance with GAAP.~~	year.
Non-GAAP Operating Margin	~~Net Income~~		~~The company’s “non-GAAP net income (loss)” for the company’s 2021 fiscal year as determined in accordance with how such term~~“Non-GAAP Operating Margin” is defined as the Company’s Non-GAAP income from operations divided by its total Revenue. “Non-GAAP income from operations” is defined as the Company’s GAAP income (loss) from operations, adjusted for: amortization of intangible assets, stock-based compensation, the change in the ~~company’s annual report filed on its Form 10-K for the company’s 2021 fiscal year, including any adjustments for acquisition-related expenses~~fair value of contingent consideration, transaction-related costs, legal settlement gains and costs, restructuring charges, impairment charges related to ~~any acquisition occurring during~~goodwill, impairment charges related to tangible and intangible assets, and the ~~company’s 2021 fiscal year.~~costs of natural disasters.

Twenty percent of our 2023 Bonus Plan target is based on progress against corporate objectives and key results (OKRs) that are focused on: driving responsible, profitable growth at scale; delivering valuable solutions, support, and services to the market; delivering experiences that customers value; and continuing our development of an agile, inclusive, and highly engaged workforce. Our corporate OKRs were established in the first quarter of 2023 and our Board and

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Compensation Committee review our progress against an OKR scorecard. The ~~discretionary component was included to provide~~aggregate progress against OKRs for the compensation committee with flexibility to incent achievement of business goals and objectives that may evolve after the beginning of the year. The compensation committee believed that retaining discretion to fund ayear results in this portion of the ~~2021~~bonus target able to be earned, comprising from 0-20% of the total bonus opportunity.

2023 Bonus Plan ~~irrespective of achievement of the financial component was important to reward our NEOs for achievement of these goals.~~Decisions

~~2021 Bonus Plan Decisions~~

In February ~~2022,~~2024, the ~~compensation committee~~Compensation Committee reviewed our overall performance for ~~2021,~~2023, including performance against the performance measures established under the ~~2021~~2023 Bonus Plan. Using the ~~2021~~2023 Bonus Plan performance measures, the discretion it reserved under the discretionary component, the target performance, actual performance and relative weighting were as follows:

~~Performance Measure~~	~~Target~~ ~~Performance~~ ~~Level~~	~~Actual~~ ~~Performance~~ ~~Level~~	~~Weighted~~ ~~Payment~~ ~~Percentage~~
~~Revenue~~	~~$420.6 million~~	~~$425.7 million~~	~~100%~~
~~Net Income~~	~~$29.4 million~~	~~$36.5 million~~	~~100%~~
~~Discretionary~~	—	—	~~100%~~


Performance Measure	Target Performance Level	Actual Performance Level	Per Measure Payment Percentage	Weighted Payment Percentage
Revenue	$602.8 million	$589.1 million	—%	—%
Non-GAAP Operating Margin	8.5%	16.2%	125%	37.5%
Objectives and Key Results (OKRs)	N/A	N/A	26%	5.2%
Total				42.7%

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The ~~compensation committee~~Compensation Committee determined the payment percentage under the ~~discretionary component after assessing~~corporate OKRs based on positive results with respect to increasing the ~~outstanding contributions~~number of premier customers, beating our ~~NEOs in 2021 toward~~goals with respect to growth and profitability, and increasing our ~~execution on key initiatives that~~services revenue. On the other hand, our customer acquisition costs exceeded our targets, we ~~expect~~slightly missed our goals with respect to ~~have long-term benefits on~~downtime, and our business and to drive stockholder value over the long-term, including strong achievements in bookings, execution on key sales, marketing, and recruitment initiatives, strong leadership of the organization during the COVID-19 pandemic and CEO Transition, and strong execution of the Rimilia acquisition.employee engagement scores were below where we targeted.

Based on ~~this level~~achievement of ~~achievement,~~these financial performance measures and the ~~2021~~OKRs, the 2023 Bonus Plan was funded at ~~115.27%~~42.7% of the target ~~amount.~~

amount for each of our NEOs. The target annual cash bonus opportunities and the actual cash bonus payments made to the NEOs for ~~2021~~2023 are as follows:


NEO	Target Annual Cash Bonus Opportunity	Total Actual 2021 Cash Bonus Payment	NEO	Target Annual Cash Bonus Opportunity	Total Actual 2023 Cash Bonus Payment
Therese Tucker	$246,000	$283,555	Therese Tucker	$485,000	$207,095
Marc Huffman	$475,000	$547,514
Owen Ryan(1)			Owen Ryan(1)	$485,000	$170,782
Mark Partin	$234,000	$269,723	Mark Partin	$301,000	$128,527
Peter Hirsch	$187,500	$216,124
Karole Morgan-Prager			Karole Morgan-Prager	$205,000	$87,535
Mark Woodhams	$380,000	$438,012	Mark Woodhams	$412,000	$175,924

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(1) The target annual cash bonus opportunity for Mr. Ryan for 2023 was prorated to $399,959 for his partial year of service as Co-CEO and an employee of the Company, beginning on March 6, 2023.

Long-Term Equity Compensation

The ~~compensation committee~~Compensation Committee believes long-term equity compensation is an effective means for focusing our NEOs on driving increased stockholder value over a multi-year period, providing a meaningful reward for appreciation in our stock price and long-term value creation, and motivating them to remain employed with us.

In December 2020, the compensation committee approved the sizes of the equity awards for Mr. Huffman and Mr. Woodhams, in connection with Mr. Huffman’s appointment as President and CEO and Mr. Woodhams’ promotion to CRO, with approximate values of $6,000,000 and $2,000,000, respectively, with such awards to be granted in 2021 when equity awards are made to our other officers. In February 2021, the compensation committee approved the size of the 2021 equity award for Ms. Tucker, in connection with her transition from CEO to Executive Chair, with an approximate value of $5,000,000. In determining the size of the 2021 equity awards for these executives, the compensation committee considered the same factors it considered for other long-term equity award decisions, including a competitive market data analysis prepared by Compensia focusing on internal promotions, along with past and expected future contributions of each of these executives in their new roles, their existing holdings, and internal equity considerations.

Annual Long-Term Equity Awards

In February ~~2021~~ and ~~consistent with our historical practices,~~March 2023, the ~~compensation committee~~Compensation Committee determined the sizes of the ~~2021~~2023 equity awards for ~~the rest of~~ our NEOs and granted equity awards to all our NEOs in the form of 50% ~~time-based~~ RSU awards ~~that are settled in shares of our common stock~~ and 50% ~~stock options that are exercisable for shares of~~PSU awards. Ms Tucker’s and Mr. Ryan’s awards were determined in connection with establishing their employment arrangements as our ~~common stock. The~~Co-CEOs based on CEO compensation ~~committee believed that providing an equal mix of RSUs and options was important to remain competitive with~~at our ~~compensation~~ peer companies ~~many~~and in consideration of ~~whom use~~the size of an initial equity grant that would be required to hire a ~~similar mix. RSUs provide retention incentives for our NEOs and reward them for long-term stock price appreciation while at~~CEO from outside the ~~same time providing some value even if the market price of our common stock declines. Stock options provide incentives for our NEOs to grow our business and drive value for our stockholders.~~Company.

As with their other elements of compensation, the ~~compensation committee~~Compensation Committee determined ~~(or in the case of Mr. Huffman and Mr. Woodhams, considered)~~ the amount of long-term equity incentive compensation for our other NEOs for 2023 as part of its annual compensation review and after taking into consideration a competitive market analysis, the recommendations of our ~~CEO (except with respect to his own long-term equity compensation),~~Co-CEOs, each NEO’s skills, experience, and role within the organization, the outstanding equity holdings of each NEO (including the vested and unvested status of such equity holdings), the proportion of our total shares outstanding used for annual employee long-term equity compensation awards (our “burn rate”) in relation to the companies in our compensation peer group, the potential voting power dilution

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to our stockholders (our “overhang”) in relation to the companies in our compensation peer group, and the other factors described above.


NEO	RSUs (number of shares)1	PSUs (number of shares)2	Equity Awards (Targeted Grant Value)
Therese Tucker	69,880	69,880	$10,000,000
Owen Ryan	69,880	69,880	$10,000,000
Mark Partin	34,940	34,940	$5,000,000
Karole Morgan-Prager	23,060	23,060	$3,300,000
Mark Woodhams	20,970	20,970	$3,000,000

_________________

(1) The number of shares was determined by dividing 50% of the targeted grant value by the 30-trading day average price ended on February 28, 2023 and rounding up to the nearest 10 shares.

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~~In 2021,~~(2) The number of shares was determined by dividing 50% of the ~~compensation committee granted equity awards~~targeted grant value by the 30-trading day average price ended on February 28, 2023 and rounding up to ~~our NEOs,~~ the ~~material terms of which are described below:~~nearest 10 shares.

NEO

RSUs
(number of
shares)¹

Stock
Options
(number of
shares)²

Equity Awards
(Targeted
Grant Value)
Therese Tucker

18,720

40,790

$5,000,000
Marc Huffman

22,460

48,940

$6,000,000
Mark Partin

11,230

24,470

$3,000,000
Peter Hirsch

7,490

16,320

$2,000,000
Mark Woodhams

7,490

16,320

$2,000,000

~~(1)~~

~~The number of shares was determined by dividing 50% of the targeted grant value by the 30 calendar day average price on February 28, 2021 and rounding to the nearest 10 shares.~~

~~(2)~~

~~The number of shares was determined by dividing the number of RSUs by an approximate Black-Scholes valuation factor.~~

Each of the ~~equity~~RSU awards listed in the table above ~~for Ms. Tucker vests as to 50% of the shares underlying the award on each of February 20, 2022 and February 20, 2023, subject to her continued service with us through the applicable date.~~

~~Each of the option awards listed in the table above for our other NEOs~~ vests as to 25% of the shares underlying the award on February 20, ~~2022~~2024 and as to 1/16^th16th of the shares underlying the award each quarter thereafter, subject to the NEO’s continued service with us through the applicable date.

Each of the PSU awards listed in the table above vests as to one-third of the shares underlying the award on each of February 20, 2024, 2025 and 2026, in each case subject to the NEO’s continued service with us through the applicable date, and in each case subject to our satisfaction of applicable performance-based conditions for the calendar year preceding the vesting date. These performance goals will be determined on an annual basis. The performance goals for vesting of the PSU awards, which were eligible to vest on February 20, 2024, were determined at the time of grant, relate to our performance in 2023, and are detailed in the section “2023 PSU Performance Matrix” below.

All of these awards are subject to additional vesting acceleration as described in the “Potential Payments Upon Termination or Change of Control” section below.

2023 PSU Performance Matrix

In February 2023, the Compensation Committee, with input from management, approved revenue, annualized recurring revenue (“ARR”), and non-GAAP operating margin as the performance measures for the portion of each of the 2022 and 2023 PSUs eligible to vest on February 20, 2024. The Compensation Committee selected these performance measures because it believed that they were appropriate drivers for our business as they provided a balance between growing our business and managing our expenses, which enhance stockholder value over the short term (as noted above, we have shifted to the use of longer performance periods in our 2024 long-term incentive awards). In all cases, the revenue and non-GAAP operating margin targets and scales were designed to ensure self-funding at every point along the curve.

The portion of the 2022 and 2023 PSUs eligible to vest on February 20, 2024 was determined to be available for vesting based on the extent of our achievement against the target level of each of the financial metrics, as set forth below:

2023 PSU Plan Performance Measure

Target Level

Weighting

Revenue

$602.8 million

40%

ARR

$627.2 million

30%

Non-GAAP Operating Margin

8.5%

30%

The portion of the 2023 PSUs scheduled to vest on February 20, 2024 that is subject to the revenue metric will be available for vesting based on attainment of that performance metric as follows with the threshold performance required for our Revenue target increased from 97.5% in 2022 to 98.1% in 2023 (based on changes to our annual operating plan). Because our threshold performance requirement was higher, we made a corresponding increase in the amount earned at the threshold. The final scale for 2023 was as follows:

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Percentage Achievement of 2023 Revenue target*						Percentage of Subject Award Available for Vesting*
98.1%						60%
100.0%						100%
104.0% and above						150%

The portion of the 2023 PSUs scheduled to vest on February 20, 2024 that is subject to the ARR metric will be available for vesting based on attainment of that performance measure as follows:


Percentage Achievement of 2023 ARR target*						Percentage of Subject Award Available for Vesting*
96.8%						50%
100.0%						100%
110.0% and above						150%

The portion of the 2023 PSUs scheduled to vest on February 20, 2024 that is subject to the non-GAAP operating margin metric will be available for vesting based on attainment of that performance measure as follows:


Percentage Achievement of 2023 non-GAAP operating margin target*						Percentage of Subject Award Available for Vesting*
85.4%						50%
100.0%						100%
150%						150%

_________________

*If Revenue, ARR or non-GAAP operating margin achievement during 2023 is between the percentage levels identified above, then the payment percentage with respect to the applicable performance metric is calculated based on a linear interpolation between those levels (rounded to the nearest hundred thousand dollars).

For purposes of the portion of the 2023 PSUs scheduled to vest on February 20, 2024, the financial performance measures had the following meanings:


Performance Measure			Meaning
Revenue			“Revenue” is defined as the sum of the Company’s subscription, support, and professional services revenue; all determined under U.S. GAAP, excluding revenue from acquisitions completed during the Company’s applicable fiscal year.
ARR			“ARR” is defined as contracted annualized recurring subscription and support revenue. ARR denominated in a currency other than USD shall be revalued using foreign exchange rates as of the balance sheet date for each quarterly reporting period. ARR shall exclude the impact of acquisitions completed during the Company’s applicable fiscal year.
Non-GAAP Operating Margin			“Non-GAAP Operating Margin” is defined as the Company’s Non-GAAP income from operations divided by its total Revenue. “Non-GAAP income from operations” is defined as the Company’s GAAP income (loss) from operations, adjusted for: amortization of intangible assets, stock-based compensation, the change in the fair value of contingent consideration, transaction-related costs, legal settlement gains and costs, restructuring charges, impairment charges related to goodwill, impairment charges related to tangible and intangible assets, and the costs of natural disasters.

2023 PSU Performance Decisions

In February 2024, the Compensation Committee reviewed our overall performance for 2023, including performance against the performance measures established for 2023 under the PSU awards described above. Considering the performance measures established for those awards, the target performance, actual performance, and percent available for vesting before relative weighting were as follows:

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Performance Measure	Target Performance Level	Actual Performance Level	Pre-Weighting Vesting Percentage	Weighted Vesting Percentage
Revenue	$602.8 million	$589.1 million	—%	—%
ARR	$627.2 million	$602.0 million	—%	—%
Non-GAAP Operating Margin	8.5%	16.2%	150%	45%
Total				45%

Based on this level of achievement, the Compensation Committee determined that, with respect to the shares eligible to vest on February 20, 2024 under the 2023 PSU awards, 45% of the target amount for each of our NEOs were eligible to vest.

The numbers of shares available for vesting on February 20, 2024 under the 2023 PSUs for each of our NEOs are as follows:


Named Executive Officer	Target 2022 and 2023 PSUs Eligible to Vest on 2/20/2024 (Number of Shares)	Total 2022 and 2023 PSUs Earned and Vested on 2/20/2024 (Number of shares)
Therese Tucker	23,293	10,481
Owen Ryan	23,293	10,481
Mark Partin	22,519	10,132
Karole Morgan-Prager	13,339	6,001
Mark Woodhams	13,513	6,080

Employee Benefits

Our NEOs are eligible to participate in our employee retirement benefit programs on the same basis as our other full-time, salaried employees. We sponsor a Section 401(k) profit-sharing plan, which is intended to qualify for favorable tax treatment under Section 401(a) of the Code. Our eligible U.S. employees, including the NEOs, are entitled to participate on the first day of the month following the date of hire. The Section 401(k) plan includes a salary deferral arrangement under which participants may elect to defer up to 100% of their current eligible compensation up to the statutorily prescribed limit. All participants’ interests in their deferrals are 100% vested when contributed. The Section 401(k) plan permits us to make matching contributions and profit-sharing contributions to eligible participants. In ~~2020,~~2023, we paid discretionary matching contributions that are fully vested.

In addition, our NEOs are eligible to participate in our employee welfare benefit programs on the same basis as all of our employees. These benefits include medical, dental and vision benefits, disability insurance, basic life insurance coverage, health savings accounts, and accidental death and dismemberment insurance. All NEOs, except for Ms. Tucker, are also eligible to participate in our employee stock purchase plan ~~(ESPP)~~(“ESPP”).

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites, Special Bonuses and Other Personal Benefits

Currently, we do not view perquisites, special bonuses, or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites, special bonuses, or other personal benefits to our NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our NEOs more efficient and effective, and for recruitment and retention purposes.

Employment Arrangements

We have entered into written employment offer letters with each of our NEOs, other than Ms. Tucker and Mr. Ryan, and an employment agreement with each of Ms. ~~Tucker.~~Tucker and Mr. Ryan. Each of these employment arrangements was approved on our behalf

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by the ~~compensation committee~~Compensation Committee or, in certain instances, by our ~~board of directors.~~Board. Each of these employment arrangements provides for “at will” employment and set forth the compensation arrangements for the NEO, including base salary and an annual cash bonus opportunity.

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On March 5, 2023, in connection with Ms. Tucker’s transition to become Co-CEO, we entered into an employment agreement with Ms. Tucker, which supersedes her prior employment agreement. We entered into an employment agreement with Mr. Ryan at the same time on substantially the same terms. In connection with this transition, the Compensation Committee approved an increase to Ms. Tucker’s base salary in connection with her transition from Executive Chair to Co-CEO. In determining this adjustment, the Compensation Committee considered the substantial increase in Ms. Tucker’s duties and responsibilities as a result of this transition, and took into account a competitive market data analysis provided by Compensia.

In filling each of our executive positions, our ~~board of directors~~Board or the ~~compensation committee,~~Compensation Committee, as applicable, recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, our ~~board of directors~~Board and the ~~compensation committee~~Compensation Committee were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations.

For information on the specific terms and conditions of the employment arrangements of the NEOs, see the discussion of “Executive Employment Arrangements” below.

Post-Employment Compensation

We entered into written participation agreements under our Change of Control and Severance Policy ~~or the Policy,~~(the “Policy”) with each of our NEOs (other than Ms. ~~Tucker)~~Tucker and Mr. Ryan) and a written employment agreement with Ms. Tucker ~~that provides~~and Mr. Ryan, providing for change of control and severance payments and benefits.

On March 5, 2023, in connection with Ms. Tucker’s transition to become Co-CEO, we entered into an employment agreement providing for post-employment compensation with Ms. Tucker, which supersedes her prior employment agreement.

On March 5, 2023, in connection with Mr. Ryan’s transition to become Co-CEO, we entered into an employment agreement providing for post-employment compensation with Mr. Ryan.

We believe that having in place reasonable and competitive post-employment compensation arrangements ~~are~~is essential to attracting and retaining highly qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave our ~~company~~Company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.

We believe that these arrangements are designed to align the interests of management and stockholders when considering the long-term future for the ~~company.~~Company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive and our investors.

All payments and benefits in the event of a change of control of the ~~company~~Company are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention power following a change of control and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction.

We do not use excise tax payments (or “gross-ups”) relating to a change of control of the ~~company~~Company and have no such obligations in place with respect to any of our NEOs.

On May 12, 2021, our compensation committee conducted a periodic review of the severance and change in control protections provided to our NEOs and other officers under the Policy. Based on such review, conducted with the committee’s independent compensation consultant, Compensia, the committee made certain modifications to such protections to align them with protections provided at compensation peer companies.

For information on the change of control and severance agreements for the NEOs, as well as an estimate of the potential payments and benefits payable under these agreements as of the end of ~~2021,~~2023, see “Executive Employment Arrangements” and “Potential Payments Upon Termination or Change of Control” below.

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Other Compensation Policies and Practices

Policy Prohibiting Hedging or Pledging of Our Equity Securities

Our Insider Trading Compliance Policy prohibits all our employees, including our NEOs, and the members of our ~~board of directors~~Board from engaging in derivative securities transactions, including hedging, with respect to our common stock and from pledging our securities as collateral or holding our securities in a margin account.

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Executive Stock Ownership Guidelines

In February 2020, the ~~compensation committee~~Compensation Committee and the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee recommended, and our ~~board of directors~~Board approved, stock ownership guidelines for our executive officers. Under these guidelines, each executive officer is expected to attain minimum levels of stock ownership equal to 1x (or 5x, in the case of ~~the CEO and Executive Chair)~~our Co-CEOs) the executive officer’s annual base salary. For purposes of this requirement, shares ~~counted~~owned outright count toward these guidelines ~~include any shares owned outright~~ and, prior to February 2024, when the Compensation Committee modified the methodology, the calculations included the in-the-money value of vested but unexercised stock options. The value for purposes of satisfying this requirement is the 90-day trailing average of the closing price of our common stock as of the last trading day of the fiscal year prior to the compliance date. Executive officers have a phase-in period that lasts until the later of February 2025 or, if applicable, the fifth anniversary of the date they become an executive officer or are appointed to their position to comply with these guidelines. If an executive officer does not achieve the minimum level of ownership by the executive officer’s compliance date, then 50% of the after-tax value of the executive officer’s exercised options or vested RSUs will be retained until the minimum level of ownership for the executive officer is met. As of December 31, ~~2021,~~2023, all of our executive officers ~~had exceeded~~were in compliance with the ~~current~~stock ownership requirements under the guidelines.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Code generally limits the amount we may deduct from our federal income taxes for compensation paid to our CEO and certain other current and former executive officers that are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, subject to certain exceptions. The regulations promulgated under Section 162(m) of the Code contain a transition rule that applies to companies, such as ours, that become subject to Section 162(m) of the Code by reason of becoming publicly held. Pursuant to this rule, certain compensation granted during a transition period (which ended on the 2020 annual meeting for us) currently is not counted toward the deduction limitations of Section 162(m) of the Code if the compensation is paid under a compensation arrangement that was in existence before the effective date of the initial public offering and certain other requirements are met. While certain of our equity awards may be eligible to be excluded from our deductibility limitation of Section 162(m) of the Code pursuant to this transition rule, the ~~compensation committee~~Compensation Committee has not adopted a policy that all equity or other compensation must be deductible.

In approving the amount and form of compensation for our NEOs, in the ~~future, the compensation committee~~Compensation Committee generally considers all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. The ~~compensation committee~~Compensation Committee may, in its judgment, authorize compensation payments that ~~will~~may or may not be deductible when it believes that such payments are appropriate to attract, retain or motivate executive talent.

Accounting for Stock-Based Compensation

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our ~~board of directors,~~Board, including options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Risk Considerations

The ~~compensation committee,~~Compensation Committee, in cooperation with management, reviewed our ~~2021~~2023 compensation programs. Our ~~compensation committee~~Compensation Committee believes that the mix and design of the elements of such programs do not encourage our employees to assume excessive risks and accordingly are not reasonably likely to have a material adverse effect on our ~~company.~~Company. We have designed our compensation programs to be balanced so that our employees are focused on both short and long-term financial and operational performance. In particular, the weighting towards long-term equity incentive compensation discourages ~~short-term~~short-

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term risk taking. Goals are appropriately set with targets that encourage growth in the business, while doing so in a manner that encourages profitability.

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Executive Employment Arrangements

Therese Tucker.On ~~August 24, 2016,~~March 5, 2023, in connection with Ms. Tucker’s transition to Co-CEO, effective as of March 6, 2023, we entered into an employment agreement with Ms. ~~Tucker. The~~Tucker, which supersedes her prior employment agreement. Under this new employment agreement has an initial term of three years from January 1, 2016 and is expected to automatically renew on each year thereafter, unless either party provides the other with at least 30 days written notice. The employment agreement automatically renewed for a one-year term on January 1, 2022. In the event of a “change in control” (as defined in Ms. Tucker’s agreement)(the “Tucker Employment Agreement”), ~~the term will extend for an additional two years from the date of such change in control.~~

~~The employment agreement provides~~as Co-CEO, Ms. Tucker ~~with~~will earn an ~~initial~~ annual base salary of ~~$350,000~~$485,000 and ~~an on-target~~have a target bonus ~~opportunity equal to~~of 100% of her ~~base salary, based upon achievement~~salary. The Tucker Employment Agreement also provided for equity awards that have been granted with a value of $10,000,000, which were made up of 50% RSUs that will vest over four years, subject to Ms. Tucker’s continued full-time employment, and 50% PSUs that will vest on the same performance ~~objectives~~terms as awards granted to beour other executives in 2023, as determined by our compensation committee. In connection with her transition to Executive Chair, Ms. Tucker’s salary was reduced to $328,000 and her on-target bonus opportunity was reduced to 75% of her base salary, each effective January 1, 2021.the Compensation Committee.

~~Ms. Tucker’s employment agreement also~~

The Tucker Employment Agreement provides that if her employment is terminated by us without “cause” ~~(excluding by~~(as such term is defined in the Tucker Employment Agreement) other than for death or ~~disability), we decide~~disability, outside of the period beginning 3 months prior to ~~not renew Ms. Tucker’s agreement, or Ms. Tucker resigns for “good reason”~~a “change of control” (as such ~~terms are~~term is defined in ~~Ms. Tucker’s agreement),~~the Tucker Employment Agreement) and ending 12 months following the change of control, Ms. Tucker will ~~receive~~be eligible to receive: (i) a lump sum cash payment equal to ~~18 months~~100% of ~~Ms. Tucker’s base~~her annual salary ~~then in effect;~~and (ii) ~~a lump sum payment equal to~~reimbursement by the ~~premium costs~~Company for COBRA premiums Ms. Tucker pays to maintain group health insurance benefits for herself and her ~~eligible~~ dependents ~~to continue health insurance coverage~~ under COBRA for ~~18 months; (iii) a lump sum amount equal~~up to 12 months following the ~~prorated portion~~date of ~~Ms. Tucker’s annual bonus for the year of termination that would have been paid to Ms.~~termination.

The Tucker had Ms. Tucker been employed by us for the entire fiscal year of termination, based on actual performance for the year (and assuming any individual performance goals would have been met at target levels); and (iv) a lump sum amount equal to the earned but unpaid bonus for the prior fiscal year, if any.

~~Ms. Tucker’s employment agreement~~Employment Agreement also provides that if her employment is terminated by us during the period beginning 3 months prior to a change of control and ending 12 months following the change of control without ~~“cause” (excluding by~~cause other than for death or ~~disability), we decide to not renew Ms. Tucker’s agreement,~~disability or ~~Ms. Tucker~~she resigns for “good reason” ~~and such termination occurs in connection with, or within three months before or 24 months after a “change of control”~~ (as ~~such term is expected to be~~ defined in ~~Ms. Tucker’s agreement)~~the Tucker Employment Agreement), ~~Ms. Tucker~~then she will be eligible to receive (i) a lump sum cash payment equal to ~~12 months~~150% of ~~Ms. Tucker’s base~~her annual salary, ~~then in effect, or, if greater, as in effect immediately prior to the change of control;~~ (ii) a lump sum cash payment equal to a prorated portion of her target annual bonus for the ~~premium costs~~year of termination and (iii) reimbursement by the Company for ~~Ms. Tucker~~COBRA premiums she pays to maintain group health insurance benefits for herself and her ~~eligible~~ dependents ~~to continue health insurance coverage~~ under COBRA for ~~12 months; (iii) a lump sum amount equal~~up to 18 months following the ~~earned but unpaid bonus for the prior fiscal year, if any;~~termination date, and (iv) 100% of ~~the shares subject to Ms. Tucker’s~~all of her outstanding ~~company~~ equity awards will ~~vest~~become vested and ~~to the extent applicable, become exercisable.~~

Ms. Tucker’s employment agreement also provides that if her employment is terminated due to her death or disability, Ms. Tucker will receive (i) a lump sum amount equal to the earned but unpaid bonus for the prior fiscal year, if any and (ii) a lump sum amount equal to the Ms. Tucker’s target bonus, pro-rated to reflect time served in the year of termination. Any receipt of severance benefits by Ms. Tucker will be contingent upon her execution and non-revocation of a separation agreement and release of claims against us. In the event anyfully exercisable effective as of the ~~payments provided for under Ms. Tucker’s employment agreement or otherwise payable to Ms. Tucker would constitute “parachute payments” within the meaning of Section 280G~~later of the ~~Internal Revenue Code~~date of ~~1986, as amended,~~termination or the ~~Code, could be subject to the related excise tax under Section 4999~~date of the ~~Code, she would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion~~consummation of the ~~benefits being subject~~change of control (and with respect to any Company performance-based equity awards, for which the ~~excise tax, whichever results~~applicable performance period has (x) been completed as of her termination date, based on actual achievement of the applicable performance objectives or (y) not been completed as of her termination date, assuming achievement of the applicable performance objectives at target).

Owen Ryan. On March 5, 2023, in ~~the greater amount~~connection with Mr. Ryan’s transition to Co-CEO, effective as of ~~after-tax benefits to her. Ms. Tucker’s employment agreement does not require us to provide any tax gross-up payments.~~

~~Marc Huffman.~~ WeMarch 6, 2023, we entered into an employment ~~letter~~agreement on the same terms described above with Mr. Huffman in connection with his commencement of employment with us in 2018. The employment letter has no specific term and provides for “at will” employment. As of December 31, 2021, Mr. Huffman’s annual base salary was $475,000 and his annual on-target bonus opportunity was 100% of his annual base salary. The employment letter also provides Mr. Huffman with equity awards that have been previously granted and severance and change of control payments and benefits underrespect to the ~~Policy (described below). Mr. Huffman is also reimbursed for travel in compliance with the company’s travel policy.~~

Tucker Employment Agreement.

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Mark Partin.We entered into an employment letter with Mr. Partin. The employment letter has no specific term and provides for “at-will” employment. As of December 31, ~~2021,~~2022, Mr. Partin’s annual base salary was ~~$390,000~~$410,000 and his annual on-target bonus opportunity was ~~60%~~70% of his annual base salary.

~~Peter Hirsch.~~

Karole Morgan-Prager. We entered into an employment letter with ~~Mr. Hirsch.~~Ms. Morgan-Prager. The employment letter has no specific term and provides for “at-will” employment. As of December 31, ~~2021, Mr. Hirsch’s~~2022, Ms. Morgan-Prager’s annual base salary was ~~$375,000~~$390,000 and ~~his~~her annual on-target bonus opportunity was 50% of ~~his~~her annual base salary.

Mark Woodhams.We entered into an employment letter with Mr. Woodhams. The employment letter has no specific term and provides for “at-will” employment. As of December 31, ~~2021,~~2022, Mr. ~~Woodhams’~~Woodhams' annual base salary was ~~$380,000~~$400,000 and his annual on-target bonus opportunity was 100% of his annual base salary.

Marc Huffman Separation Arrangements

Effective March 2023, the Company entered into a separation agreement and release with Mr. Huffman in connection with his separation from the Company. In accordance with Mr. Huffman’s existing rights under the terms of his participation agreement under the Company’s change of control and severance policy for a termination without cause, the separation agreement provided for payment of 12 months of salary and continuation of benefits for 12 months, as well as accrued compensation through the date of his departure. In addition, to ensure a successful transition, Mr. Huffman agreed to provide certain consulting services for 12 months following the end of his employment with the Company during which time his time-based equity awards continued to vest based on the original terms of such awards and he was paid $80,000 in consulting fees. Mr. Huffman forfeited all other outstanding equity awards he held, including the retention award granted to him in December 2022.

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Compensation Committee Report

The ~~compensation committee~~Compensation Committee has reviewed and discussed with management the section titled “Executive Compensation” (the “Executive Compensation Disclosure”), including, without limitation, the disclosure under the heading “Compensation Discussion and Analysis,” summary executive compensation tables and related narrative information included in this proxy statement. Based on such review and discussion, the ~~compensation committee~~Compensation Committee has recommended to the ~~board of directors~~Board that the section titled “Executive Compensation Disclosure” be included in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2023.

Respectfully submitted by the members of the ~~compensation committee~~Compensation Committee of ~~our board of directors:~~the Board:

Mika Yamamoto (Chair)

Kevin Thompson

Thomas Unterman ~~(Chair)~~

~~Kevin Thompson~~

~~Sophia Velastegui~~

~~Mika Yamamoto~~William Wagner6

This ~~compensation committee~~Compensation Committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by BlackLine under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except to the extent BlackLine specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

6Mr. Wagner joined our Compensation Committee in February 2024. Mr. Yoran served as a member of our Compensation Committee from January 2023 to February 2024.

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Summary Compensation Table

The following table presents information concerning the total compensation of our NEOs for services rendered to us in all capacities during the years ended December 31, ~~2021, 2020,~~2023, 2022, and ~~2019.~~2021.


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)(2)	Performance Stock Awards ($)(1)(3)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Therese Tucker(6)	2023	468,833	6,286,793	1,564,591	—	207,095	—	8,527,312
Co-CEO	2022	340,000	4,935,302	—	—	211,570	—	5,486,872
	2021	328,000	2,087,842	—	2,006,179	283,555	1,567	4,707,143
Owen Ryan(7)	2023	398,655	4,693,840	1,564,591	—	170,782	13,200	6,841,068
Co-CEO
Marc Huffman(8)	2023	91,025	—	—	—	—	611,674	702,699
Former President and Former Chief Executive Officer	2022	493,750	4,935,302	16,020,535	—	410,020	12,300	21,871,907
	2021	475,000	2,504,964	—	2,505,522	547,514	13,686	6,046,686
Mark Partin	2023	425,000	2,346,920	1,512,601	—	128,527	13,200	4,426,248
Chief Financial Officer	2022	405,000	6,184,024	822,651	—	235,351	12,200	7,659,226
	2021	387,500	1,252,482	—	1,252,761	269,723	13,889	3,176,355
Karole Morgan-Prager	2023	405,000	1,548,940	895,981	—	87,535	13,200	2,950,656
Chief Legal and Administrative Officer	2022	385,000	3,937,668	427,706	—	159,908	32,552	4,942,834
	2021	367,500	710,446	—	710,086	213,242	495,437	2,496,711
Mark Woodhams	2023	409,000	1,408,555	907,668	—	175,924	12,100	2,913,247
Chief Revenue Officer	2022	391,667	3,391,807	493,530	—	328,016	12,200	4,617,220
	2021	380,000	835,360	—	835,515	438,012	33,723	2,522,610

Name and Principal Position

Year

Salary
($)

Option
Awards
($)⁽¹⁾

Stock
Awards ($)⁽¹⁾

Non-Equity
Incentive
Plan
Compensation
($)⁽²⁾

All Other
Compensation
($)⁽³⁾

Total ($)

Alternate
Total ($)⁽⁴⁾
Therese Tucker^(*)
Executive Chair

2021

328,000

2,006,179

2,087,842

283,555

1,567

4,707,143

2020

401,250

3,837,376

3,831,510

366,559

1,000

8,437,695

2019

380,000

19,203,288

2,298,226

422,826

247,818

22,552,158

5,638,016
Marc Huffman^(*)
President and Chief Executive Officer

2021

475,000

2,505,522

2,504,964

547,514

13,686

6,046,686

2020

374,792

1,567,601

1,565,385

344,208

12,400

3,864,386

2019

350,000

1,276,360

1,281,441

389,445

11,200

3,308,446

Mark Partin
Chief Financial
Officer

2021

387,500

1,252,761

1,252,482

269,723

13,889

3,176,355

2020

375,625

3,009,542

3,005,128

203,842

12,400

6,606,537

2019

365,000

1,497,734

1,503,772

243,681

28,988

3,639,175

Peter Hirsch
Chief Technology Officer

2021

371,250

835,515

835,360

216,124

12,600

2,270,849

2020

354,167

1,178,790

1,177,037

160,928

12,498

2,883,420

Mark Woodhams
Chief Revenue Officer

2021

380,000

835,515

835,360

438,012

33,723

2,522,610

_________________

(1)The amounts in this column represent the aggregate grant date fair value of stock and option awards as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 or ASC 718. The assumptions used in calculating the grant date fair value of the awards reported in these columns are set forth in Note 2 to our financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2)The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of the RSUs granted to our NEOs in fiscal 2023, 2022, and 2021.

(3)The amounts reported in the Performance Stock Awards Column reflect the aggregate grant date fair value of the PSUs granted to our NEOs in fiscal 2023 and 2022, as computed in accordance with ASC Topic 718. For fiscal 2023, the estimated fair value of PSUs is calculated based on the probable outcome of the performance measures for the applicable performance period as of the date on which the PSUs were granted for accounting purposes. For PSUs approved in years prior to 2023 for which performance conditions were approved in 2023, the grant date for purposes of this disclosure is deemed to be in 2023. PSUs vest upon achievement of corporate performance goals. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The grant date fair value of the fiscal 2023 PSUs assuming that the highest level of performance is achieved under the applicable performance measures is presented below. The estimated grant date fair value for these PSUs presented in the table above is different from (and lower than) the maximum value set forth below. These amounts do not necessarily correspond to the actual value recognized by our NEOs.

~~(1)~~
Name			~~The amounts in these columns represent the aggregate grant date fair value~~			Maximum Value of stock and option awards as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 2 to our financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2021. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.2023 PSUs

~~(2)~~
Therese Tucker

~~The amounts in this column represent annual incentives earned under our bonus plans for the applicable fiscal year.~~

$2,346,853

~~(3)~~ Owen Ryan	~~In 2021, this amount consists of: (a) for Messrs.~~	$2,346,853
Marc Huffman		N/A
Mark Partin ~~Hirsch and~~		$2,268,869
Karole Morgan-Prager		$1,343,937
Mark Woodhams 401(k) plan matching contributions in the amount of $11,600 each; (b) for Mr. Woodhams, $10,000 in housing costs and $9,834 tax gross up associated with such housing costs; and (c) for all NEOs, spot bonuses provided to all Company employees and gifts provided to all attendees of our annual sales achievement event.

~~(4)~~

The Total column shows the aggregate compensation for Ms. Tucker under the SEC rules. A significant portion of this total relates to a performance-based option grant made in 2016, which was recognized for accounting purposes when the performance goals were established in 2019. Although the SEC rules require the grant date fair value of this award be included in the Summary Compensation Table for 2019, at the time the accounting fair value was determined, we also determined that the Performance-Based Option was highly unlikely to be earned. Accordingly, we believe that a more representative view of Ms. Tucker’s 2019 compensation should not include the accounting value of an award made in 2016 that is highly unlikely to be earned as reflected in this “Alternate Total” column

$1,361,468

(4)The amounts in this column represent annual incentives earned under our bonus plans for the applicable fiscal year.

(5)In 2023, this amount consists of: (a) for Mr. Ryan, Mr. Partin, and Ms. Morgan-Prager, 401(k) plan matching contributions in the amount of $13,200 each and (b) for Mr. Woodhams, 401(k) plan matching contributions in the amount of $12,100. For Mr. Huffman, the amounts consist of: (a) $500,000 in severance benefits under the separation agreement and release with Mr. Huffman in connection with his separation from the Company; (b) $80,000 in payment for services provided under the consulting agreement entered into with the Company in connection with his separation; (c) $18,474 in payment for continuation of benefits in connection with his separation; and (d) $13,200 in 401(k) plan matching contribution.

(6)Ms. Tucker was appointed Co-CEO of the Company on March 6, 2023. During 2023, prior to this date, Mr. Tucker served as an employee of the Company. Ms. Tucker also served as a director of the Company for all of 2023.

(7)Mr. Ryan was appointed Co-CEO of the Company and became a Company employee on March 6, 2023. During 2023, Mr. Ryan served as Chair of the Board of Directors of the Company. Compensation for Mr. Ryan’s services as a Board member prior to March 6, 2023 are reflected in the Director Compensation Table above.

(8)Mr. Huffman ceased to serve as our President and CEO on March 6, 2023.

TABLE OF CONTENTS

Grants of Plan-Based Awards During ~~2021~~2023

The following table presents information regarding grants of plan-based awards made to our NEOs during ~~2021:~~2023:

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)⁽¹⁾				Equity Grants⁽²⁾
Name			Grant Date		Threshold	Target		Maximum	Number of Securities Underlying Restricted Stock Units (#)	Number of Securities Underlying Options (#)	Exercise Price of Option Awards ($)	Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾
							Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)						Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)	Estimated Future Payouts Under Equity Incentive Plan Awards	Number of Securities Underlying Restricted Stock Units (#)	Grant Date Fair Value of Stock and Option Awards ($)(2)
Name Executive Officer
Therese Tucker			3/6/2021							40,790	111.53	2,006,179
			3/6/2021						18,720			2,087,842
			N/A		110,700	246,000		307,500

Therese Tucker

Therese Tucker

			1/1/2023(3)
				3/7/2023(3)
				3/7/2023(5)
Owen Ryan

			3/7/2023(3)
			3/7/2023(3)
				3/7/2023(5)
Marc Huffman			3/6/2021							48,940	111.53	2,505,522
			3/6/2021						22,460			2,504,964
			N/A		213,750	475,000		593,750

Mark Partin			3/6/2021							24,470	111.53	1,252,761
			3/6/2021						11,230			1,252,482
			N/A		105,300	234,000		292,500

Peter Hirsch			3/6/2021							16,320	111.53	835,515
			3/6/2021						7,490			835,360
			N/A		84,375	187,500		234,375

Mark Partin

					3/7/2023(3)
				3/7/2023(4)
	3/7/2023(5)
Karole Morgan-Prager

		3/7/2023(4)
		3/7/2023(5)
Mark Woodhams			3/6/2021							16,320	111.53	835,515
			3/6/2021						7,490			835,360
			N/A		171,000	380,000		475,000
Mark Woodhams

		3/7/2023(5)

_________________

(1)Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive compensation opportunities under our 2023 Bonus Plan, as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements – 2023 Bonus Plan Performance Matrix” and “—2023 Bonus Plan Decisions.” Mr. Ryan’s target opportunity under our 2023 Bonus Plan award was prorated from $485,000 for his partial year of service as Co-CEO and an employee beginning on March 6, 2023.

(2)The amount in this column represents the aggregate grant date fair value of stock awards as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. The fair value of the PSUs is calculated based on target shares. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 2 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023.

(3)Reflects the award of RSUs for such NEOs as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements – Annual Long Term Incentive Awards.”

(4)Reflects the award of PSUs at the threshold, target and maximum award levels for the 2022 PSUs scheduled to vest on February 20, 2024 as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—2023 PSU Performance Matrix.” For PSUs approved in years prior to 2023 for which performance conditions were approved in 2023, the grant date for purposes of this disclosure is deemed to be in 2023. Further information on the threshold, target, maximum, and actual award level achievement of this PSU award, as well as descriptions of the performance goals for this PSU award is available in such section and the section “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—2023 PSU Performance Decisions.”

(5)Reflects the award of PSUs at the threshold, target and maximum award levels for the 2023 PSUs scheduled to vest on February 20, 2024 as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—2023 PSU Performance Matrix.” Further information on the threshold, target, maximum, and actual award level achievement of this PSU award as well as descriptions of the performance goals for this PSU award is available in such section and the section “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—2023 PSU Performance Decisions.

~~(1)~~

~~Each of these grants was made pursuant to the 2021 Annual Bonus Plan, as described above.~~

~~(2)~~

~~Each of these grants was made pursuant to the 2016 Plan, as defined above.~~

~~(3)~~

The amount in this column represents the aggregate grant date fair value of stock and option awards as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 2 to our financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2021.

TABLE OF CONTENTS

Outstanding Equity Awards at Year-End

The following table presents information concerning all outstanding equity awards held by each of our NEOs as of December 31, ~~2021:~~2023:


		Option Awards				Stock Awards
Named Executive Officer	Grant Date(1)	Number of Securities Underlying Unexercised Options # Exercisable	Number of Securities Underlying Unexercised Options # Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units That Have Not Vested ($)(2)
Therese Tucker	10/17/2016(4)	96,560	—	14.00	10/16/2026
	3/6/2018(6)	95,080	—	44.41	3/5/2028
	5/15/2019(9)	99,270	—	48.65	5/15/2029
	4/15/2020(10)	127,723	18,247	57.11	4/15/2030
	4/15/2020(11)					8,387	523,684
	3/6/2021(12)	40,790	—	111.53	3/6/2031
	4/4/2022(15)					32,615	2,036,481
	1/1/2023(18)					11,840	739,290
	3/7/2023(19)					69,880	4,363,307
	3/7/2023(21)					23,293	1,454,415
Owen Ryan	8/10/2018(8)	2,874	—	47.64	8/10/2028
	3/7/2023(19)					69,880	4,363,307
	3/7/2023(21)					23,293	1,454,415
Marc Huffman	4/15/2020(10)	11,180	3,727	57.11	4/15/2030
	4/15/2020(11)					1,713	106,960
	3/6/2021(13)	33,646	3,059	111.53	3/6/2031
	3/6/2021(14)					1,404	87,666
	4/4/2022(16)					4,077	254,568
Mark Partin	3/30/2015(3)	92,676	—	14.00	3/29/2025
	10/17/2016(5)	48,280	—	14.00	10/16/2026
	3/6/2018(6)	56,760	—	44.41	3/5/2028
	5/15/2019(9)	64,950	—	48.65	5/15/2029
	4/15/2020(10)	100,170	14,310	57.11	4/15/2030
	4/15/2020(11)					6,578	410,730
	3/6/2021(13)	16,822	7,648	111.53	3/6/2031
	3/6/2021(14)					3,510	219,164
	4/4/2022(16)					18,349	1,145,712
	12/30/2022(17)					55,240	3,449,186
	3/7/2023(19)					34,940	2,181,654
	3/7/2023(20)					10,873	678,910
	3/7/2023(21)					11,646	727,176

TABLE OF CONTENTS

Option Awards

Stock Awards
Named Executive
Officer

Grant
Date⁽¹⁾

Number of
Securities
Underlying
Unexercised
Options #
Exercisable

Number of
Securities
Underlying
Unexercised
Options #
Unexercisable

Number of
Securities
Underlying
Unexercised
Unearned
Options

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested

Market
Value of
Shares or
Units That
Have Not
Vested ($)⁽²⁾
Marc Huffman

2/13/18⁽¹²⁾

137,100

50,000

—

33.13

2/12/28

2/13/18⁽¹³⁾

50,000

5,177,000

5/15/19⁽⁶⁾

17,297

17,298

—

48.65

5/15/29

5/15/19⁽⁷⁾

8,232

852,341

4/15/20⁽⁸⁾

22,360

37,270

—

57.11

4/15/30

4/15/20⁽⁹⁾

17,132

1,773,847

3/6/21⁽¹⁴⁾

—

48,940

—

111.53

3/6/31

3/6/21⁽¹⁵⁾

22,460

2,325,508
Mark Partin

3/30/15⁽¹⁶⁾

137,676

—

—

14

3/29/25

10/17/16⁽¹⁷⁾

48,280

—

—

14

10/16/26

3/6/18⁽⁴⁾

53,212

3,548

—

44.41

3/5/28

3/6/18⁽⁵⁾

1,705

176,536

5/15/19⁽⁶⁾

44,652

20,298

—

48.65

5/15/29

5/15/19⁽⁷⁾

9,660

1,000,196

4/15/20⁽⁸⁾

42,930

71,550

—

57.11

4/15/30

4/15/20⁽⁹⁾

32,888

3,405,224

3/6/21⁽¹⁴⁾

—

24,470

—

111.53

3/6/31

3/6/21⁽¹⁵⁾

11,230

1,162,754
Peter Hirsch

2/25/19⁽¹⁸⁾

32,103

22,932

—

52.54

2/25/29

2/25/19⁽¹⁹⁾

11,041

1,143,185

4/15/20⁽⁸⁾

16,815

28,025

—

57.11

4/15/30

4/15/20⁽⁹⁾

12,882

1,333,802

3/6/21⁽¹⁴⁾

—

16,320

—

111.53

3/6/31

3/6/21⁽¹⁵⁾

7,490

775,515
Mark Woodhams

8/7/18⁽²⁰⁾

63,638

25,455

—

49.04

8/7/28

8/7/18⁽²¹⁾

12,244

1,267,744

5/15/19⁽⁶⁾

23,306

10,594

—

48.65

5/15/29

5/15/19⁽⁷⁾

5,044

522,256

4/15/20⁽⁸⁾

14,310

23,850

—

57.11

4/15/30

4/15/20⁽⁹⁾

10,963

1,135,109

3/6/21⁽¹⁴⁾

—

16,320

—

111.53

3/6/31

3/6/21⁽¹⁵⁾

7,490

775,515

~~(1)~~

~~Each of the outstanding equity awards was granted pursuant to our 2014 Equity Incentive Plan, or 2014 Plan or 2016 Plan, as applicable.~~

~~(2)~~

~~These market values are determined by multiplying the number of shares by the fair market value per share of common stock on December 31, 2021 (the last trading day of 2021), or $103.54.~~

~~(3)~~

Twenty-five percent (25%) of the shares (rounded down to the nearest whole number of shares) vest on each of the first four anniversaries of the vesting commencement date (January 1, 2016), subject to continued service with us through each applicable vesting date. At December 31, 2021, all shares were vested.

~~(4)~~

~~Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (February 20, 2018), and 1/16~~^th ~~of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.~~

~~(5)~~

~~Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (February 20, 2018) and 1/16~~^th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.

~~(6)~~

~~Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (February 20, 2019), and 1/16~~^th ~~of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.~~

~~(7)~~

~~Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (February 20, 2019) and 1/16~~^th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.

~~(8)~~

~~Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (May 20, 2020), and 1/16~~^th ~~of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.~~

~~(9)~~

~~Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (May 20, 2020) and 1/16~~^th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.


		Option Awards				Stock Awards
Named Executive Officer	Grant Date(1)	Number of Securities Underlying Unexercised Options # Exercisable	Number of Securities Underlying Unexercised Options # Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units That Have Not Vested ($)(2)
Karole Morgan-Prager	10/17/2016(5)	117,260	—	14.00	10/16/2026
	3/6/2018(6)	28,300	—	44.41	3/5/2028
	5/15/2019(9)	25,600	—	48.65	5/15/2029
	4/15/2020(10)	33,390	4,770	57.11	4/15/2030
	4/15/2020(11)					2,193	136,931
	3/6/2021(13)	9,535	4,335	111.53	3/6/2031
	3/6/2021(14)					1,992	124,380
	4/4/2022(16)					9,540	595,678
	12/30/2022(17)					39,460	2,463,882
	3/7/2023(19)					23,060	1,439,866
	3/7/2023(20)					5,653	352,973
	3/7/2023(21)					7,686	479,914
Mark Woodhams	8/7/2018(7)	89,093	—	49.04	8/7/2028
	5/15/2019(9)	33,900	—	48.65	5/15/2029
	4/15/2020(10)	33,390	4,770	57.11	4/15/2030
	4/15/2020(11)					2,193	136,931
	3/6/2021(13)	11,220	5,100	111.53	3/6/2031
	3/6/2021(14)					2,342	146,234
	4/4/2022(16)					11,009	687,402
	12/30/2022(17)					28,410	1,773,920
	3/7/2023(19)					20,970	1,309,367
	3/7/2023(20)					6,523	407,296
	3/7/2023(21)					6,990	436,456

44
_________________

(1)Each of the outstanding equity awards was granted pursuant to our 2014 Equity Incentive Plan, or 2014 Plan or 2016 Plan, as applicable.

(2)These market values are determined by multiplying the number of shares by the fair market value per share of common stock on December 29, 2023 (the last trading day of 2023), or $62.44.

(3)Twenty-five percent (25%) of the shares (rounded down to the nearest whole number of shares) vest on each of the first four anniversaries of the vesting commencement date (January 20, 2015), subject to continued service with us through each applicable vesting date. At December 31, 2023, all shares were vested.

(4)Twenty-five percent (25%) of the shares (rounded down to the nearest whole number of shares) vest on each of the first four anniversaries of the vesting commencement date (January 1, 2016), subject to continued service with us through each applicable vesting date. At December 31, 2023, all shares were vested.

(5)Twenty-five percent (25%) of the shares (rounded down to the nearest whole number of shares) vest on each of the first four anniversaries of the vesting commencement date (September 27, 2016), subject to continued service with us through each applicable vesting date. At December 31, 2023, all shares were vested.

(6)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (February 20, 2018), and 1/16th of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. At December 31, 2023, all shares were vested.

(7)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (August 20, 2018) and 1/16th of the shares subject to this option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. At December 31, 2023, all shares were vested.

(8)One hundred percent (100%) of the shares underlying this option vested on May 7, 2019. At December 31, 2023, all shares were vested.

(9)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (February 20, 2019), and 1/16th of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. At December 31, 2023, all shares were vested.

(10)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (May 20, 2020), and 1/16th of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.

(11)Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (May 20, 2020) and 1/16th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.

(12)Fifty percent (50%) of the shares underlying this option vest on each of February 20, 2022 and February 20, 2023, subject to continued service with us through each vesting date. At December 31, 2023, all shares were vested.

TABLE OF CONTENTS

(13)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (February 20, 2021), and 1/16th of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.

~~(10)~~

~~Fifty percent (50%) of the shares underlying this option vest on each of February 20, 2022 and February 20, 2023, subject to continued service with us through each vesting date.~~

~~(11)~~

~~Fifty percent (50%) of the shares underlying this RSU award vest on each of February 20, 2022 and February 20, 2023, subject to continued service with us through each vesting date.~~

~~(12)~~

Twenty-five percent (25%) of the shares vest on each of the first four anniversaries of the vesting commencement date (February 13, 2018), subject to Mr. Huffman’s continued role as a service provider to us through each vesting date.

~~(13)~~

Twenty-five percent (25%) of the shares underlying this RSU award vest on each of the first four anniversaries of the vesting commencement date (February 13, 2018), subject to Mr. Huffman’s continued role as a service provider to us through each vesting date.

~~(14)~~

(14)Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (February 20, 2021) and 1/16th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.

(15)Fifty percent (50%) of the shares underlying this RSU award vest February 20, 2023 and February 20, 2024, subject to continued service with us through each vesting date.

(16)Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (February 20, 2022), and 1/16th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each applicable vesting date.

(17)Two-thirds of the shares underlying this RSU award vest on the two-year anniversary of the vesting commencement date (November 20, 2022) and one-third of the shares underlying this RSU award will vest on the third anniversary of the vesting commencement date, subject to continued service with us through each vesting date.

(18)Twelve and a half percent (12.5%) of the shares underlying this RSU award vest on the three-month anniversary of the vesting commencement date (November 20, 2022) and 12.5% will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each applicable vesting date.

(19)Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (February 20, 2023), and 1/16th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each applicable vesting date.

(20)Reflects one-third of the total number of shares underlying the 2022 PSU award, for which performance metrics were established on March 7, 2023 for the 2023 performance period. These shares will vest on February 20, 2024, subject to the satisfaction of applicable performance-based conditions for the calendar year preceding the vesting date, which performance-based conditions are to be determined on an annual basis, and in each case subject to continued service with us through the applicable vesting date.

(21)Reflects one-third of the total number of shares underlying this PSU award. One-third of the total number of shares will vest on each of February 20, 2024, February 20, 2025, and February 20, 2026, in each case subject to the satisfaction of applicable performance-based conditions for the calendar year preceding the vesting date, which performance-based conditions will be determined on an annual basis, and in each case subject to continued service with us through each applicable vesting date. Please refer to the section titled “2023 PSU Performance Matrix” above. The grant date and performance-based conditions for calendar year 2024 and calendar year 2025 have not yet been established. If the full amount was granted on March 7, 2023 for each of Ms. Tucker, Mr. Ryan, Mr. Partin, Ms. Morgan-Prager, and Mr. Woodhams, the value of such awards at December 31, 2023 would be, $4,363,307, $4,363,307, $2,181,654, $1,439,866, and $1,309,367, for Ms. Tucker, Mr. Ryan, Mr. Partin, Ms. Morgan-Prager, and Mr. Woodhams, respectively.

~~Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (February 20, 2021), and 1/16~~^th ~~of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.~~

~~(15)~~

~~Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (February 20, 2021) and 1/16~~^th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.

~~(16)~~

Twenty-five percent (25%) of the shares (rounded down to the nearest whole number of shares) vest on each of the first four anniversaries of the vesting commencement date (January 20, 2015), subject to continued service with us through each applicable vesting date. At December 31, 2021, all shares were vested.

~~(17)~~

Twenty-five percent (25%) of the shares (rounded down to the nearest whole number of shares) vest on each of the first four anniversaries of the vesting commencement date (September 27, 2016), subject to continued service with us through each applicable vesting date. At December 31, 2021, all shares were vested.

~~(18)~~

~~(19)~~

~~(20)~~

~~Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (August 20, 2018), and 1/16~~^th ~~of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.~~

~~(21)~~

~~Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (August 20, 2018) and 1/16~~^th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date.

Stock Option Exercises and Stock Awards Vested During ~~2021~~2023

The following table sets forth the number of shares acquired and the value realized upon exercise of stock options during ~~2021~~2023 by each of our NEOs. The value realized on exercise of stock options is calculated based on the difference between the market price of our common stock upon exercise and the exercise price of the stock options.

	Option Awards			Stock Awards
		Option Awards								Option Awards					Stock Awards
Named Executive Officer	Number of Shares Acquired on Exercise (#)⁽¹⁾		Value Realized on Exercise ($)⁽²⁾	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)	Named Executive Officer	Number of Shares Acquired on Exercise (#)(1)		Value Realized on Exercise ($)(2)			Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Therese Tucker	—		—	48,386	5,386,496	Therese Tucker		—			73,541		4,903,746
Owen Ryan						Owen Ryan		—			3,401		182,056
Marc Huffman	—		—	66,863	8,538,249	Marc Huffman	262,690		5,739,781			55,734		3,620,615
Mark Partin	62,500		6,512,915	34,278	3,800,129	Mark Partin	45,000		2,398,201			38,708		2,461,799
Peter Hirsch	18,345		1,446,456	16,561	1,850,951
Karole Morgan-Prager						Karole Morgan-Prager		—			17,560		1,126,042
Mark Woodhams	46,667		2,854,830	26,937	3,060,245	Mark Woodhams		—			19,751		1,270,952

_________________

(1)Reflects the aggregate number of shares of common stock underlying the stock options that were exercised in 2023.

~~(1)~~

~~Reflects the aggregate number of shares of common stock underlying the stock options that were exercised in 2021.~~

~~(2)~~

Calculated by multiplying (i) the difference between (x) the sale price for shares of common stock sold concurrently with the exercise of an option, and if not, the fair market value of common stock on the option exercise date, which was determined using the closing price on NASDAQ of a share of common stock on the option exercise date, and (y) the exercise price of the option, by (ii) the number of shares of common stock acquired upon exercise.

(2)Calculated by multiplying (i) the difference between (x) the sale price for shares of common stock sold concurrently with the exercise of an option, and if not, the fair market value of common stock on the option exercise date, which was determined using the closing price on NASDAQ of a share of common stock on the option exercise date, and (y) the exercise price of the option, by (ii) the number of shares of common stock acquired upon exercise.

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Potential Payments Upon Termination or Change of Control

The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described below, assuming that the triggering event took place on December 31, ~~2021,~~2023, the last day of our fiscal year.

Named Executive Officer

Qualifying Termination
Not in Connection with a
Change of Control ($)

Termination Due
to Death or
Disability ($)

Qualifying
Termination
in Connection with a
Change of
Control ($)⁽¹⁾
Therese Tucker

Cash severance⁽²⁾

767,455

246,000

347,732
Continued health coverage

—

—

—
Accelerated equity vesting⁽³⁾

—

—

14,394,240

Marc Huffman

Cash severance⁽⁴⁾

475,000

—

712,500
Continued health coverage⁽⁵⁾

16,536

—

24,670
Accelerated equity vesting⁽³⁾

—

—

16,329,130

Mark Partin

Cash severance⁽⁶⁾

195,000

—

390,000
Continued health coverage⁽⁵⁾

13,650

—

27,153
Accelerated equity vesting⁽³⁾

—

—

10,390,727

Peter Hirsch

Cash severance⁽⁶⁾

187,500

—

375,000
Continued health coverage⁽⁵⁾

16,252

—

32,329
Accelerated equity vesting⁽³⁾

—

—

5,723,235

Mark Woodhams

Cash severance⁽⁶⁾

190,000

—

380,000
Continued health coverage⁽⁵⁾

11,854

—

23,581
Accelerated equity vesting⁽³⁾

—

—

6,776,781

~~(1)~~

A qualifying termination of employment is considered “in connection with a change of control” if such termination occurs within the period commencing three (3) months before and ending twelve (12) months (or twenty-four (24) months for Ms. Tucker) after a “change of control”.

~~(2)~~

These estimates of cash severance payable to Ms. Tucker include: for termination upon a qualifying termination not in connection with a change of control, lump sum payments of 18 months of base salary and COBRA premium costs and prorated annual bonus for the year of termination; for termination due to death or disability, a prorated annual bonus for the year of termination; and for a qualifying termination in connection with a change of control, lump sum payments of 12 months of base salary and COBRA premium costs.

~~(3)~~

For purposes of valuing accelerated vesting, the values indicated in the table are calculated, with respect to stock options, as the aggregate difference between $103.54, the closing price of a share of our common stock on December 31, 2021 (the last trading day of 2021), and the exercise price of the applicable option, multiplied by the number of unvested shares accelerated, and, with respect to time-based RSUs, $103.54 multiplied by the number of unvested RSUs accelerated.

~~(4)~~

These estimates of cash severance payable to Mr. Huffman include: for termination upon a qualifying termination not in connection with a change of control, a lump sum payment of 12 months of base salary; and for a qualifying termination in connection with a change of control, a lump sum payment of 18 months of base salary.

~~(5)~~

~~These estimates of continued health coverage reflect the present value of monthly COBRA premium payments for the applicable severance period.~~

~~(6)~~

These estimates of cash severance payable to Mr. Partin, Mr. Hirsch and Mr. Woodhams include: for termination upon a qualifying termination not in connection with a change of control, a lump sum payment of 6 months of base salary; and for a qualifying termination in connection with a change of control, a lump sum payment of 12 months of base salary.


Named Executive Officer	Qualifying Termination Not in Connection with a Change of Control ($)	Qualifying Termination in Connection with a Change of Control ($)(1)
Therese Tucker
Cash severance(2)	485,000	1,212,500
Continued health coverage(3)	23,375	34,650
Accelerated equity vesting(4)(5)	—	10,668,910
Owen Ryan
Cash severance(2)	485,000	1,127,459
Continued health coverage(3)	32,106	47,592
Accelerated equity vesting(4)(5)	—	7,272,199
Mark Partin
Cash severance(6)	212,500	425,000
Continued health coverage(3)	16,245	32,106
Accelerated equity vesting(4)(7)	—	9,616,168
Karole Morgan-Prager
Cash severance(6)	202,500	405,000
Continued health coverage(3)	4,863	9,611
Accelerated equity vesting(4)(7)	—	6,099,150
Mark Woodhams
Cash severance(6)	204,500	409,000
Continued health coverage(3)	14,085	27,838
Accelerated equity vesting(4)(7)	—	5,359,548

_________________

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(1)A qualifying termination of employment is considered “in connection with a change of control” if such termination occurs within the period commencing on (or three (3) months before for Ms. Tucker or Mr. Ryan) and ending twelve (12) months after a “change of control”.

(2)These estimates of cash severance payable to Ms. Tucker and Mr. Ryan include: for a qualifying termination not in connection with a change in control, lump sum payments of twelve (12) months of base salary and COBRA premium costs; and for a qualifying termination in connection with a change of control, lump sum payment of eighteen (18) months of base salary and COBRA premium costs and prorated portion of the executive’s target annual bonus for the year of termination.

(3)These estimates of continued coverage reflect the present value of monthly COBRA premium payments for the applicable severance period.

(4)For purposes of valuing accelerated vesting, the values indicated in the table are calculated, with respect to stock options, as the aggregate difference between $62.44, the closing price of a share of our common stock on December 29, 2023 (the last trading day of 2023), and the exercise price of the applicable option, multiplied by the number of unvested shares accelerated, with respect to RSUs, $62.44 multiplied by the number of unvested RSUs accelerated, and, with respect to PSUs, $62.44 multiplied by the number of PSUs for which performance conditions would be satisfied, or for which time-based vesting requirements would be accelerated.

(5)These estimates of accelerated equity vesting for Ms. Tucker and Mr. Ryan include: for a qualifying termination in connection with a change of control, acceleration of one hundred percent (100%) of the executive’s then-outstanding equity awards.

(6)These estimates of cash severance payable to Mr. Partin, Ms. Morgan-Prager and Mr. Woodhams include: for a qualifying termination not in connection with a change of control, a lump sum payment of 6 months of base salary; and for a qualifying termination in connection with a change of control, a lump sum payment of twelve (12) months of base salary.

(7)These estimates of accelerated equity vesting for Mr. Partin, Ms. Morgan-Prager and Mr. Woodhams include: for termination upon a qualifying termination in connection with a change of control, acceleration of one hundred percent (100%) of the executive’s then-outstanding and unvested equity awards granted in 2020 through 2022 or in connection with his or her hiring or promotion, as applicable.

Therese Tucker and Owen Ryan

We entered into an employment agreement with Ms. Tucker and Mr. Ryan that ~~provides~~provide for change of control and severance benefits under certain circumstances. See “Executive Employment Arrangements—Therese Tucker” and “Executive Employment Arrangements—Owen Ryan” for further details.

~~Marc Huffman,~~

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Mark Partin, ~~Pete Hirsch,~~Karole Morgan-Prager, and Mark Woodhams

~~On May 12, 2021, our compensation committee conducted a periodic review of the severance and change~~Our Change in ~~control protections provided to our NEOs other than Ms. Tucker under the Change of~~ Control and Severance ~~Policy. Based on such review, conducted with Compensia, the committee made certain modifications to such protections to align them with protections provided at compensation peer companies.~~

For Mr. Huffman, upon a qualifying termination in connection with a change of control, his cash severance will increase from six months of base salary to 18 months of base salary and his benefits continuation protection will increase from six months to 18 months. In addition, the change of control protection period for Mr. Huffman was extended to include a three-month period prior to the change of control. Upon a qualifying termination outside of the change of control period, his cash severance will increase from six months of his base salary to 12 months of his base salary and his benefits continuation protection period will increase from six months to 12 months. No changes were made to provide increased equity acceleration.

For the company’s NEOs other than Ms. Tucker and Mr. Huffman, upon a qualifying termination in connection with a change of control, the NEO’s cash severance will increase from six months of base salary to 12 months of base salary, and benefits continuation protection will increase from six months to 12 months. No changes were made to benefits for a qualifying termination outside of the change of control period, and no changes were made to provide increased equity acceleration.

~~After the modifications to the Policy on May 12, 2021, the~~ Policy provides for the following change of control and severance benefits for ~~our NEOs~~Mr. Partin, Ms. Morgan-Prager and ~~other key employees, other than Ms. Tucker:~~Mr. Woodhams:

If we terminate anthe executive officer’s employment other than for “cause,” death or “disability” or such ~~participant~~executive officer resigns for “good reason” during the period from the period beginning on ~~(or for Mr. Huffman, three months prior to)~~ a “change of control” (as such terms are defined in the Policy) and ending 12 months following a change of control (the “change of control period”), such executive officer will be eligible to receive the following severance benefits (less applicable tax withholdings):

•100% of the executive officer’s then-outstanding and unvested equity awards granted in ~~2018~~2020 through ~~2021~~2022 or in connection with his or her hiring or promotion, as applicable, will become fully vested and exercisable and any applicable performance goals will be deemed achieved at 100% of target levels;

•A lump sum cash amount equal to one year ~~(or for Mr. Huffman, 18 months)~~ of the executive officer’s base salary in effect immediately prior to the termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then the executive officer’s annual base salary in effect immediately prior to such reduction) or the change of control, whichever is greater; and

•Payment or reimbursement of continued health coverage for the executive officer and the executive officer’s eligible dependents under COBRA for a period of up to 12 months ~~(or for Mr. Huffman, 18 months)~~ or a taxable lump sum payment in lieu of payment or reimbursement, as applicable.

If we terminate an executive officer’s employment other than for “cause,” death, or “disability” outside of the applicable change of control period, such executive officer will be eligible to receive the following severance benefits (less applicable tax withholdings):

•A lump sum cash amount equal to six months ~~(or for Mr. Huffman, 12 months)~~ of the executive officer’s base salary in effect immediately prior to the termination; and

•Payment or reimbursement of continued health coverage for the executive officer and the executive officer’s eligible dependents under COBRA for a period of up to six months ~~(or for Mr. Huffman, 12 months)~~ or a taxable lump sum payment in lieu of payment or reimbursement, as applicable.

To receive the severance benefits upon a qualifying termination, an executive officer must sign and not revoke our standard separation agreement and release of claims within the timeframe set forth in the Policy. If any of the payments provided for under the Policy or otherwise payable to an executive officer would constitute

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~~“parachute~~ “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax under Section 4999 of the Code, then the executive officer will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him or her. The Policy does not require us to provide any tax gross-up payments to any executive officer.

Marc Huffman

On March 5, 2023, we entered into a separation agreement and release with Mr. Huffman in connection with his separation from the Company, effective as of March 6, 2023. Because Mr. Huffman’s separation was a termination without cause under the Policy, in accordance with Mr. Huffman’s existing rights under the Policy for a termination without cause, under the terms of that separation agreement, in exchange for Mr. Huffman’s written release, we provided Mr. Huffman with payment of 12 months of salary with a total value of $500,000 and continuation of benefits for 12 months with a value of $18,474, as well as accrued compensation through the date of Mr. Huffman’s departure. In addition, pursuant to that separation agreement, Mr. Huffman agreed to provide certain consulting services for 12 months following the end of his employment with the Company during which time his time-based equity awards continued to vest based on the original terms of such awards and he was paid $80,000 in consulting fees.

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Equity Compensation Plan Information

The following table summarizes information about our equity compensation plans as of December 31, ~~2021.~~2023. Information is included for equity compensation plans approved by our stockholders. We do not have any non-stockholder approved equity compensation plans.


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted- average Exercise Price of Outstanding Options, Warrants and Rights	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))	Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	4,242,098⁽¹⁾	$43.20⁽²⁾	16,219,487⁽³⁾	Equity compensation plans approved by security holders	4,249,082	(1)	$45.67	(2)	19,631,698	(3)
Equity compensation plans not approved by security holders	—	—	—	Equity compensation plans not approved by security holders	—		—		—
Total	4,242,098	$43.20	16,219,487	Total	4,249,082		$45.67		19,631,698

_________________

(1)The amount consists of (i) 1,693,238 options to purchase shares of our common stock under our 2016 Plan and 2014 Plan that contain service-only vesting conditions; (ii) 2,207,925 shares subject to outstanding RSUs; and (iii) 347,919 shares subject to outstanding RSUs with service and performance conditions.

(2)Indicates a weighted average price for outstanding options to purchase 1,693,238 shares of our common stock under our 2016 Plan and 2014 Plan that contain service-only vesting conditions and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.

(3)Consists of 18,881,575 shares of our common stock reserved for issuance under our 2016 Plan and 750,123 shares of our common stock reserved for issuance under our 2018 Employee Stock Purchase Plan. Our 2016 Plan provides that on the first day of each fiscal year beginning with the 2017 fiscal year, the number of shares of our common stock available for issuance thereunder will be increased in an amount equal to the least of (i) 6,196,000 shares, (ii) 5% of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year or (iii) a lower number of shares determined by our Board or a committee thereof. On January 1, 2024, the number of shares of our common stock reserved for issuance under our 2016 plan increased by 3,075,755 shares pursuant to this provision. This increase is not reflected in the table above.

~~(1)~~

The amount consists of 2,739,074 options to purchase shares of our common stock under our 2016 Plan and 2014 Plan that contain service-only vesting conditions and 1,503,024 shares subject to outstanding RSUs.

~~(2)~~

Indicates a weighted average price for outstanding options to purchase 2,739,074 shares of our common stock under our 2016 Plan and 2014 Plan that contain service-only vesting conditions and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.

~~(3)~~

Consists of 15,139,379 shares of our common stock reserved for issuance under our 2016 Plan and 1,080,108 shares of our common stock reserved for issuance under our 2018 Employee Stock Purchase Plan. Our 2016 Plan provides that on the first day of each fiscal year beginning with the 2017 fiscal year, the number of shares of our common stock available for issuance thereunder will be increased in an amount equal to the least of (i) 6,196,000 shares, (ii) 5% of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year or (iii) a lower number of shares determined by our board of directors or a committee thereof. On January 1, 2022, the number of shares of our common stock reserved for issuance under our 2016 plan increased by 2,949,212 shares pursuant to this provision. This increase is not reflected in the table above

CEO Pay Ratio

Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

Measurement Date

We identified the median employee using our employee population on November 1, ~~2021~~2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).

Consistently Applied Compensation Measure (CACM)

Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure,” or CACM. We chose a CACM that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee: a) annual base pay, b) annual target cash incentive opportunity, and c) the estimated grant date fair value for equity awards granted as of November 1, ~~2021.~~2023. In identifying the median employee, we converted

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compensation amounts paid in foreign currencies based on the applicable year-to-date average exchange rate as of November 1, ~~2021,~~2023, and annualized the compensation values of individuals that joined our ~~company~~Company during ~~2021.~~2023. We did not exclude workers in non-U.S. countries and did not make any cost-of-living adjustments.

Methodology and Pay Ratio

After applying our CACM methodology, we identified a median employee with anomalous compensation characteristics. Therefore, we substituted an employee near the median whose compensation was viewed as more representative of our median employee. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table.

Our median employee compensation as calculated using Summary Compensation Table requirements was ~~$173,708.~~$174,313. Our ~~Chief~~Co-Chief Executive ~~Officer’s~~Officer, Therese Tucker’s, compensation as reported in the Summary Compensation Table was ~~$6,046,686.~~$8,527,312. Therefore, ~~our~~her CEO Pay Ratio for ~~2021~~2023 is approximately 3549 to 1. Our Co-Chief Executive Officer, Owen Ryan’s, compensation

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as reported in the Summary Compensation Table was $6,841,068. Therefore, his CEO Pay Ratio for 2023 is approximately 39 to 1.

This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the ~~compensation committee~~Compensation Committee nor management of the ~~company~~Company used the CEO Pay Ratio measure in making compensation decisions.

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Pay Versus Performance

Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of Company performance. The material that follows is provided in compliance with these rules, however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis”.

The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs for each year from 2020 to 2023, compared to our TSR from December 31, 2019 through the end of each such year, and our net income and revenue for each such year.


Year	Summary Compensation Table Total for Tucker(1)(2)		Compensation Actually Paid to Tucker(1)(3)		Summary Compensation Table Total for Ryan(1)(2)		Compensation Actually Paid to Ryan(1)(3)		Summary Compensation Table Total for Huffman(1)(2)		Compensation Actually Paid to Huffman(1)(3)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4)		Average Compensation Actually Paid to Non-PEO Named Executive Officers(5)		Value of Initial Fixed $100 Investment Based On:		Net Income (in millions)(8)	Revenue (in millions)(9)
																	Total Shareholder Return(6)	S&P 500 Software & Services Select Index Total Shareholder Return(7)
2023	$	8,527,312	$	6,738,346	$	6,841,068	$	5,553,701	$	702,699	$	(17,755,110)	$	3,430,050	$	1,895,498	$121	$151	$53	$590
2022	$	—	$	—	$	—	$	—	$	21,871,907	$	14,430,973	$	5,676,538	$	1,071,621	$130	$109	$(29)	$523
2021	$	—	$	—	$	—	$	—	$	6,046,686	$	(706,678)	$	3,169,239	$	(2,564,663)	$201	$165	$(115)	$426
2020	$	8,437,695	$	34,909,416	$	—	$	—	$	—	$	—	$	4,066,289	$	20,466,019	$259	$153	$(47)	$352

_________________

(1)Our PEO for 2020 was Therese Tucker. Our PEO for 2021 and 2022 was Marc Huffman, who succeeded Ms. Tucker as our Chief Executive Officer as of January 1, 2021. Mr. Huffman resigned as CEO on March 6, 2023. Ms. Tucker and Owen Ryan were appointed as Co-CEOs effective March 6, 2023.

(2)Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year.

(3)Represents the compensation actually paid to each PEO. Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year. This dollar amount is derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC's rules, as shown in the table below.


	Therese Tucker		Owen Ryan		Marc Huffman
Summary compensation table total	$	8,527,312	$	6,841,068	$	702,699
Subtract grant date fair value of option awards and stock awards granted in fiscal year	(7,851,384)		(6,258,431)		—
Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year	5,757,084		5,017,794		—
Adjust for change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years	(286,778)		—		(65,934)
Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year	695,807		—		—
Adjust for change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year	(103,695)		(46,730)		(861,145)
Subtract fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year	—		—		(17,530,730)
Compensation actually paid	$	6,738,346	$	5,553,701	$	(17,755,110)

*The assumptions used for determining the fair values of outstanding and unvested option awards shown in this table are different from those used to determine the fair values disclosed as of the grant date of such awards. The assumptions used for determining fair values shown in this table are: 3.80-4.82 years for Expected life, 58.99% - 61.98% for Volatility, 3.76% - 4.48% for the Risk-free rate, and 0% for the Expected dividend yield.

(4)Represents the average of the total compensation paid to each of our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of our NEOs other than our PEO for each such year are listed in the table below.

2023

2022

2021

2020

Mark Partin

Therese Tucker

Marc Huffman

Karole Morgan-Prager

Mark Partin

Mark Woodhams

Karole Morgan-Prager

Peter Hirsch

Karole Morgan-Prager

Mark Woodhams

Peter Hirsch

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(5)This figure is the average of compensation actually paid for our NEOs other than our PEO in 2023. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC's rules as shown in the table below.


	2023
Summary compensation table total	$	3,430,050
Subtract grant date fair value of option awards and stock awards granted in fiscal year	(2,873,555)
Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year	2,106,038
Adjust for change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years	(354,091)
Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year	—
Adjust for change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year	(412,944)
Subtract fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year	—
Compensation actually paid	$	1,895,498

*The assumptions used for determining the fair values of outstanding and unvested option awards shown in this table are different from those used to determine the fair values disclosed as of the grant date of such awards. The assumptions used for determining fair values shown in the table are: 3.80-4.82 years for Expected life, 58.99% - 61.98% for Volatility, 3.76% - 4.48% for the Risk-free rate, and 0% for the Expected dividend yield.

(6)TSR is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year.

(7)The peer group used is the S&P Software & Services Select index, as used in the Company's performance graph in our annual report. TSR is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year.

(8)The dollar amounts reported are the Company's GAAP net income reflected in the Company's audited financial statements.

(9)In the Company's assessment, GAAP revenue is the most important financial performance measure (other than stock price) used by the Company in 2023 to link compensation actually paid to performance.

Tabular List of Performance Measures

The list below includes the financial performance measures that in our assessment represent the most important financial performance measures used to link compensation actually paid to our NEOs, for 2023, to Company performance.

Performance Measure8:

•Revenue

•Non-GAAP Net Income

•Annualized Recurring Revenue (ARR)

•Stock Price

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Description of Relationships Between Compensation Actually Paid and Performance

Compensation Actually Paid, as determined under rules adopted pursuant to the Dodd-Frank Act and reflected in the Pay Versus Performance table above (“CAP”) for our CEOs was lower than Summary Compensation Table Total compensation in 2023, aligning with the decrease in cumulative TSR over the period. Average NEO CAP reflected similar alignment, falling below Summary Compensation Table values. This pattern is also seen in prior years, reflecting the alignment of CEO and NEO compensation with shareholder returns.

In 2023, our TSR underperformed the TSR of the S&P 500 Software & Services Select Index.Over the four-year period covered by this disclosure, both our TSR and our peer group TSR remain positive, reflecting the value provided to shareholders.

Our net income was positive in 2023, reflecting a shift from the years 2020 – 2022. Despite this increase, CAP was lower than in prior years. This reflects a change from the directional alignment of our CEO CAP and average NEO CAP with net income from 2020 - 2022.

Our revenue increased each year from 2020 to 2023. These increases are not directionally aligned with overall decreases in our CEO CAP and average NEO CAP from 2020 to 2023, but are directionally aligned with increases in our CEO CAP and average NEO CAP from 2021 to 2022.

_________________

8 Please see Appendix A to this proxy statement for reconciliation of non-GAAP financial measures to GAAP financial measures.

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SECURITY OWNERSHIP

The following table sets forth the beneficial ownership of our capital stock as of March 1, 2024 by:

•each person, or group of affiliated persons, known to 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 nominees for director; and

•all executive officers and directors as a group.

Applicable percentage ownership is based on 61,794,000 shares of our common stock outstanding at March 1, 2024. Shares of common stock issuable upon the exercise of stock options exercisable or pursuant to RSUs that are subject to vesting conditions within 60 days of March 1, 2024, are deemed to be outstanding and beneficially owned by the person holding the options, or the RSUs, for the purpose of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.

Unless otherwise indicated in the footnotes below, each stockholder named in the following table possesses sole voting and investment power over the shares listed. The information does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise noted below, the address of each person listed on the table is c/o BlackLine, Inc., 21300 Victory Boulevard, 12th Floor, Woodland Hills, CA 91367.

Common Stock

Name of Beneficial Owner

Number

Percent

Greater than 5% Stockholders:

Funds Affiliated with Vanguard(1)

6,737,888

10.90%

Funds Affiliated with Clearlake(2)

5,712,300

9.24%

Funds Affiliated with BlackRock(3)

4,842,715

7.84%

Funds Affiliated with FMR LLC(4)

3,420,167

5.53%

Named Executive Officers and Directors:

Camille Drummond

—

Marc Huffman(5)

14,388

Karole Morgan-Prager(6)

240,785

Mark Partin(7)

474,895

Brunilda Rios(8)

1,146

Owen Ryan(9)

31,709

Kevin Thompson(10)

12,009

Therese Tucker(11)

4,812,403

7.73%

Thomas Unterman(12)

98,083

Sophia Velastegui(13)

8,977

William Wagner

—

Barbara Whye(14)

5,378

Mark Woodhams(15)

197,833

Mika Yamamoto(16)

6,709

Amit Yoran(17)

1,146

All current directors and executive officers as a group (14 people)(18)

5,891,073

_________________

*Represents beneficial ownership of less than 1%.

(1)Based on a Schedule 13G filed February 13, 2024, by The Vanguard Group, or Vanguard, 100 Vanguard Blvd., Malvern, PA 19355, Vanguard may be deemed to be the beneficial owner of 6,737,888 shares of common stock, over which it has (i) sole dispositive power over 6,578,680 shares held by Vanguard, (ii) shared dispositive power over 159,208 shares, (iii) sole voting power over 0 shares, and (iv) shared voting power over 104,422 shares.

(2)Based on a Schedule 13G filed February 14, 2023, by Clearlake Capital Group, L.P., or Clearlake, 233 Wilshire Blvd., Suite 800, Santa Monica, CA 90401, Clearlake may be deemed to be the beneficial owner of 5,712,300 shares of common stock, over which it has (i) sole dispositive power over 0 shares, (ii) shared dispositive power over 5,712,300 shares, (iii) sole voting power over 0 shares and (iv) shared voting power over 5,712,300 shares. Pursuant to the Schedule 13G, the shares are held for the account of Clearlake Capital Partners VII Finance, L.P., a Delaware limited partnership

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(“Clearlake Capital Partners VII”). Clearlake Capital Group serves as the investment adviser and general partner to Clearlake Capital Partners VII. Jose Enrique Feliciano and Behdad Eghbali are Managing Partners of Clearlake Capital Group.

(3)Based on a Schedule 13G filed January 26, 2024, by BlackRock, Inc., or BlackRock, 50 Hudson Yards, New York, NY 10001. BlackRock may be deemed to be the beneficial owner of 4,842,715 shares of common stock, over which it has (i) sole dispositive power over 4,842,715 shares held by BlackRock, (ii) shared dispositive power over 0 shares, (iii) sole voting power over 4,771,377 shares and (iv) shared voting power over 0 shares.

(4)Based on a Schedule 13G filed February 9, 2024, by FMR LLC, or FMR, 245 Summer Street, Boston, MA 02210, FMR may be deemed to be the beneficial owner of 3,420,167 shares of common stock, over which it has (i) sole dispositive power over 3,420,167 shares, (ii) shared dispositive power over 0 shares, (iii) sole voting power over 3,418,758 shares and (iv) shared voting power over 0 shares.

(5)Includes 14,388 shares of common stock held by Mr. Huffman.

(6)Includes (i) 23,448 shares of common stock held by Ms. Morgan-Prager and (ii) 217,337 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2024.

(7)Includes (i) 86,552 shares of common stock held by Mr. Partin and (ii) 388,343 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2024.

(8)Includes 1,146 shares of common stock held by Ms. Rios.

(9)Includes (i) 28,835 shares of common stock held by Mr. Ryan and (ii) 2,874 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2024.

(10)Includes (i) 7,613 shares of common stock held by Mr. Thompson and (ii) 4,396 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2024.

(11)Includes (i) 1,509,881 shares of common stock held by the Brian and Therese Tucker Living Trust dated 12/19/2014, (ii) 874,128 shares of common stock held by the Tucker Legacy Trust dated 12/30/2014, (iii) 577,200 shares of common stock held by the Isaac Tucker 2012 Irrevocable Gift Trust, (iv) 577,200 shares of common stock held by the Roseanna Tucker 2012 Irrevocable Gift Trust, (v) 250,916 shares of common stock held by the Tucker-Seimetz Safety Net Trust dated 09/28/2015, (vi) 54,074 shares of common stock held by the Claire Seimetz 2015 Trust dated 9/28/2015, (vii) 100,178 shares of common stock held by the Tucker Family CLAT, (viii) 129,897 shares of common stock held by the Tucker Legacy Trust II, (ix) 100,178 shares of common stock held by the Brian & Therese Tucker Charitable Remainder Trust, (x) 170,205 shares of common stock held by Therese Tucker, and (xi) 468,546 shares of common stock subject to options which are exercisable within 60 days of March 1, 2024. Ms. Tucker has shared voting and dispositive power over 1,409,193 shares.

(12)Includes (i) 50,000 shares of common stock held by ETU Rustic Canyon Trust of which Mr. Unterman is the trustee and (ii) 48,083 shares of common stock held by Mr. Unterman.

(13)Includes 8,977 shares of common stock held by Ms. Velastegui.

(14)Includes 5,378 shares of common stock held by Ms. Whye.

(15)Includes (i) 26,825 shares of common stock held by Mr. Woodhams and (ii) 171,008 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2024.

(16)Includes (i) 5,943 shares of common stock held by Ms. Yamamoto and (ii) 766 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2024.

(17)Includes 1,146 shares of common stock held by Mr. Yoran.

(18)Includes 1,253,270 shares of common stock subject to options which are exercisable within 60 days of March 1, 2024.

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RELATED PERSON TRANSACTIONS

Related Person Transactions

The following is a summary of transactions since January 1, ~~2021~~2023 to which we have been or will be a party, in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors, nominees for director, promoters or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest, other than compensation arrangements which are described under the section of this proxy statement titled “Compensation Discussion and Analysis.”

Stockholders’ Agreement

We are party to the Stockholders’ Agreement, which contains specific rights, obligations and agreements of our Stockholder Parties as owners of our common stock. In addition, the Stockholders’ Agreement contains provisions related to the composition of our ~~board of directors,~~Board, which are discussed under the section titled “Board of Directors and Corporate Governance-Composition of the Board.”

Voting ~~Agreement.~~Agreement

Under the Stockholders’ Agreement, our Stockholder Parties have agreed to take all necessary action, including casting all votes to which such existing owners are entitled to cast at any annual or special meeting of stockholders, so as to ensure that the composition of our ~~board of directors~~Board and its committees complies with (and includes all of the nominees in accordance with) the provisions of the Stockholders’ Agreement related to the composition of our ~~board of directors,~~Board, which are discussed under the section titled “Board of Directors and Corporate Governance-Composition of the Board.”

Registration Rights Agreement

We are party to an Amended and Restated Registration Rights Agreement with our Stockholder Parties, dated as of October 27, 2016 ~~or the~~ (“Registration Rights ~~Agreement.~~Agreement”). Under the Registration Rights Agreement, Ms. Tucker is entitled to certain S-3 registration rights and we will be required to pay the registration expenses (other than underwriting discounts and commissions and stock transfer taxes) of the shares registered. The registration rights have terminated as to the other parties. ~~On November 13, 2017, we~~We filed aone shelf registration statement on Form S-3 in 2017 for the sale of 33,738,329 shares of our common stock then held by our Stockholder Parties and for the sale of up $100,000,000 of any combination of our common stock, preferred stock, depositary shares, debt securities, warrants, subscription rights and units. This registration statement was declared effective by the SEC on November 17, 2017.

The registration rights described above apply to (i) shares of our common stock held by Ms. Tucker and her affiliates, and (ii) any of our capital stock (or that of our subsidiaries) issued or issuable with respect to the common stock described in clause (i) with respect to any dividend, distribution, recapitalization, reorganization, or certain other corporate transactions, or Registrable Securities. These registration rights are also for the benefit of any subsequent holder of Registrable Securities; provided that any particular securities will cease to be Registrable Securities when they have been sold in a registered public offering, sold in compliance with Rule 144 of the Securities Act or repurchased by us or our subsidiaries. In addition, with the consent of the ~~company~~Company and holders of a majority of Registrable Securities, any Registrable Securities held by a person will cease to be Registrable Securities if they can be sold without limitation under Rule 144 of the Securities Act.

Indemnification of Officers and Directors

Our amended and restated certificate of incorporation contains provisions that eliminate, to the maximum extent permitted by the General Corporation Law of the State of Delaware, the personal liability of our directors and executive officers for monetary damages for breach of their fiduciary duties as directors or officers. Our amended and restated certificate of incorporation and amended and restated bylaws provide that we must indemnify our directors and executive officers and may indemnify our employees and other agents to the fullest extent permitted by the General Corporation Law of the State of Delaware.

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Section 145 of the General Corporation Law of the State of Delaware provides that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except

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that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.

We have entered into indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amended and restated certificate of incorporation and amended and restated bylaws, and intend to enter into indemnification agreements with any new directors and executive officers in the future.

We have purchased and intend to maintain insurance on behalf of each and any person who is or was one of our directors or officers against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

Policies and Procedures for Related Party Transactions

In connection with our initial public offering, our ~~audit committee~~Audit Committee and our ~~board of directors~~Board approved a Related Party Transactions Policy which provides that our ~~audit committee~~Audit Committee is responsible for reviewing and approving any related party transaction, taking into account whether the transaction is on an arms-length basis, whether there are business reasons for the transaction, whether the transaction would impair a director’s independence and whether the related party transaction would present an improper conflict of interest. The Related Party Transaction Policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we are to be a participant, the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest. Our full ~~board of directors~~Board (with any interested director recusing him or herself) reviewed and approved our related party transactions prior to our initial public offering and following our initial public offering, our ~~audit committee~~Audit Committee will approve all of our related party transactions.

We believe that we have executed all the transactions described above on terms no less favorable to us than we could have obtained from unaffiliated third parties. It is our intention to ensure that all future related party transactions are approved by our ~~audit committee,~~Audit Committee, and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

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~~SECURITY OWNERSHIP~~

~~The following table sets forth the beneficial ownership of our capital stock as of March 1, 2022 by:~~

~~each person, or group of affiliated persons, known to 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 nominees for director; and~~

~~all executive officers and directors as a group.~~

Applicable percentage ownership is based on 59,251,519 shares of our common stock outstanding at March 1, 2022. Shares of common stock issuable upon the exercise of stock options exercisable or pursuant to RSUs that are subject to vesting conditions within 60 days of March 1, 2022, are deemed to be outstanding and beneficially owned by the person holding the options, or the RSUs, for the purpose of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.

Common Stock
Name of Beneficial Owner

Number

Percent
Greater than 5% Stockholders:

Funds Affiliated with Vanguard⁽¹⁾

5,065,198

8.64%
Funds Affiliated with BlackRock⁽²⁾

4,122,529

7.00%
Funds Affiliated with Kayne Anderson Rudnick Investment Management⁽³⁾

3,141,183

5.36%
Named Executive Officers and Directors:

Peter Hirsch⁽⁴⁾

60,387

*
Marc Huffman⁽⁵⁾

292,583

*
Mark Partin⁽⁶⁾

389,146

*
Owen Ryan⁽⁷⁾

11,038

*
Graham Smith⁽⁸⁾

62,755

*
Kevin Thompson⁽⁹⁾

11,261

*
Therese Tucker⁽¹⁰⁾

4,608,662

7.73%
Thomas Unterman⁽¹¹⁾

104,923

*
Sophia Velastegui⁽¹²⁾

3,729

*
Barbara Whye⁽¹³⁾

130

*
Mark Woodhams⁽¹⁴⁾

136,311

*
Mika Yamamoto⁽¹⁵⁾

6,461

*
All current directors and executive officers as a group (13 people)⁽¹⁶⁾

5,887,837

9.71%

*	~~Represents beneficial ownership of less than 1%.~~

~~(1)~~

Based on a Schedule 13G filed February 9, 2022, by The Vanguard Group, or Vanguard, 100 Vanguard Blvd., Malvern, PA 19355, Vanguard may be deemed to be the beneficial owner of 5,065,198 shares of common stock, over which it has (i) sole dispositive power over 4,916,299 shares held by Vanguard, (ii) shared dispositive power over 148,899 shares and (iii) shared voting power over 101,837 shares.

~~(2)~~

~~Based on a Schedule 13G filed February 3, 2022, by BlackRock, Inc., or BlackRock, 55 East 52~~^nd Street, New York, NY 10055. BlackRock may be deemed to be the beneficial owner of 4,122,529 shares of common stock, over which it has (i) sole dispositive power over 4,122,529 shares held by BlackRock, (ii) shared dispositive power over 0 shares, (iii) sole voting power over 4,064,920 shares and (iv) shared voting power over 0 shares.

~~(3)~~

Based on a Schedule 13G filed February 11, 2022, by Kayne Anderson Rudnick Investment Management LLC, or Kayne Anderson. Kayne Anderson may be deemed to be the beneficial owner of 3,141,183 shares of common stock, over which it has (i) sole dispositive power over 702,990 shares, (ii) shared dispositive power of 2,438,193 shares, (iii) sole voting power over 621,945 shares and (iv) shared voting power over 2,438,193 shares.

~~(4)~~

~~Includes 60,387 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2022.~~

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~~(5)~~

~~Includes (i) 46,404 shares of common stock held by Mr. Huffman and (ii) 246,179 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2022.~~

~~(6)~~

~~Includes (i) 41,516 shares of common stock held by Mr. Partin and (ii) 347,630 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2022.~~

~~(7)~~

~~Includes (i) 8,164 shares of common stock held by Mr. Ryan and (ii) 2,874 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2022.~~

~~(8)~~

~~Includes (i) 8,859 shares of common stock held by Mr. Smith and (ii) 53,896 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2022.~~

~~(9)~~

~~Includes (i) 6,865 shares of common stock held by Mr. Thompson and (ii) 4,396 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2022.~~

~~(10)~~

Includes (i) 1,509,881 shares of common stock held by the Brian and Therese Tucker Living Trust dated 12/19/2014, (ii) 874,128 shares of common stock held by the Tucker Legacy Trust dated 12/30/2014, (iii) 577,200 shares of common stock held by the Isaac Tucker 2012 Irrevocable Gift Trust, (iv) 577,200 shares of common stock held by the Roseanna Tucker 2012 Irrevocable Gift Trust, (v) 250,916 shares of common stock held by the Tucker-Seimetz Safety Net Trust dated 09/28/2015, (vi) 54,074 shares of common stock held by the Claire Seimetz 2015 Trust dated 9/28/2015, (vii) 100,178 shares of common stock held by the Tucker Family CLAT, (viii) 129,897 shares of common stock held by the Tucker Legacy Trust II, (ix) 84,662 shares of common stock held by Therese Tucker, and (x) 350,348 shares of common stock subject to options which are exercisable within 60 days of March 1, 2022. Ms. Tucker has shared voting and investment power over 1,409,193 shares.

~~(11)~~

Includes (i) 50,000 shares of common stock held by ETU Rustic Canyon Trust of which Mr. Unterman is the trustee, (ii) 43,027 shares of common stock held by Mr. Unterman and (iii) 11,896 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2022.

~~(12)~~

~~Includes 3,729 shares of common stock held by Ms. Velastegui.~~

~~(13)~~

~~Includes 130 shares of common stock held by Ms. Whye.~~

~~(14)~~

~~Includes (i) 17,988 shares of common stock held by Mr. Woodhams and (ii) 118,323 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2022.~~

~~(15)~~

~~Includes (i) 5,695 shares of common stock held by Ms. Yamamoto and (ii) 766 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2022.~~

~~(16)~~

~~Includes 1,381,617 shares of common stock subject to options which are exercisable within 60 days of March 1, 2022.~~

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OTHER MATTERS

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes of ownership on Forms 3, 4 and 5 with the SEC. Such Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms we have received and written representations from certain Reporting Persons that they filed all required reports, we believe that all of our executive officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to ~~them, with the exception of one late Form 4 filed on behalf of Patrick Villanova, our Chief Accounting Officer, due to an administrative error.~~them.

~~2021~~

2023 Annual Report

Our financial statements for our fiscal year ended December 31, ~~2021~~2023 are included in our ~~2021~~2023 annual report, which we will make available to stockholders at the same time as this proxy statement. You may also obtain a copy of our ~~2021~~2023 annual report, including the financial statements and the financial statement schedules, free of charge, by sending a written request to our Investor Relations department at BlackLine, Inc., 21300 Victory Boulevard, 12^th12th floor, Woodland Hills, CA 91367, Attention: Investor Relations.

Company Website

We maintain a website at www.blackline.com. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address or links to information contained on our website in this proxy statement are inactive textual references only.

Availability of Bylaws

A copy of our bylaws may be obtained by accessing BlackLine’s filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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STOCKHOLDER PROPOSAL DEADLINES FOR ~~2023~~2025 ANNUAL MEETING

Stockholder Proposals for Inclusion in Proxy Statement

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our corporate secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our next annual meeting of stockholders, our corporate secretary must receive the written proposal at our principal executive offices not later than November ~~25, 2022.~~29, 2024. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in ~~company-sponsored~~Company-sponsored proxy materials. Proposals should be addressed to:

BlackLine, Inc.

Attn: Corporate Secretary

21300 Victory Boulevard, 12^th12th Floor

Woodland Hills, California 91367

Stockholder Proposals and Director Nominations Not for Inclusion in Proxy Statement

Our 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 and for stockholders to nominate directors for election at an annual meeting of stockholders. In order to be properly brought before our ~~2023~~2025 annual meeting of stockholders, the stockholder must have given timely notice of such proposal or nomination, in proper written form. To be timely for our ~~2023~~2025 annual meeting of stockholders, a stockholder’s notice of a matter that the stockholder wishes to present, or the person or persons the stockholder wishes to nominate as a director, must be delivered to our corporate secretary at our principal executive offices:

•not earlier than January ~~9, 2023,~~11, 2025, and

•not later than the close of business on February ~~8, 2023.~~10, 2025.

In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must also comply with the additional requirements of Rule 14a-19(b). If we hold our ~~2023~~2025 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary date of the ~~2022~~2024 annual meeting, then such written notice must be received no earlier than the close of business on the ~~120~~^th120th day before the ~~2023~~2025 annual meeting and no later than the close of business on the later of the following two dates:

•	~~the 90~~^th ~~day prior to our 2023~~ •the 90th day prior to our 2025 annual meeting of stockholders, or •the 10th day following the day on which public announcement of the date of our 2025 annual meeting of stockholders is first made.

•	~~the 10~~^th ~~day following the day on which public announcement of the date of our 2023 annual meeting of stockholders is first made.~~

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting. To be in proper written form, a stockholder’s notice must include the specified information concerning the proposal or nominee as described in our bylaws. Notices should be addressed to:

BlackLine, Inc.

Attn: Corporate Secretary

21300 Victory Boulevard, 12^th12th Floor

Woodland Hills, California 91367

For information on how to access our bylaws, please see the section entitled “Availability of Bylaws,” and for additional information regarding stockholder recommendations for director candidates, please see the section entitled “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to our Board.”

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We know of no other matters to be submitted at the ~~2022~~2024 annual meeting. If any other matters properly come before the ~~2022~~2024 annual meeting, the persons named in the proxy will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters. Discretionary authority with respect to such other matters is granted by a properly submitted proxy.

It is important that your shares be represented at the ~~2022~~2024 annual meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote as promptly as possible to ensure your vote is recorded.

THE BOARD OF DIRECTORS

Woodland Hills, California

March ~~25, 2022~~27, 2024

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Appendix A

Unaudited Reconciliation of Non-GAAP Financial Measures

(in thousands, except percentages)

Year Ended December 31,

2021

2020
Non-GAAP Net Income (Loss) Attributable to BlackLine, Inc.:

Net income (loss) attributable to BlackLine, Inc.

$(115,161)

$(46,911)
Provision for (benefit from) income taxes

(961)

(669)
Amortization of intangible assets

10,479

7,679
Stock-based compensation

65,723

49,690
Amortization of debt discount and issuance costs

55,538

22,689
Change in fair value of contingent consideration

(2,758)

28
Acquisition-related costs

1,586

4,736
Loss on extinguishment of convertible senior notes

7,012

—
Adjustment to redeemable non-controlling interest

15,077

8,858
Total non-GAAP net income (loss) attributable to BlackLine, Inc.

$36,535

$46,100

Year Ended December 31,

2021

2020
Free Cash Flow:

Net cash provided by (used for) operating activities

$80,093

$54,735
Adjustments:

Capitalized software development costs

(14,536)

(10,578)
Purchases of property and equipment

(8,729)

(6,513)
Financed purchases of property and equipment

(549)

(562)
Purchases of intangible assets

—

(2,333)
Free cash flow

$56,279

$34,749


	Year Ended December 31,
	2023			2022
Non-GAAP Operating Income:
Operating income (loss)	$	14,348		$	(56,198)
Amortization of intangible assets	20,608			19,731
Stock-based compensation(1)	80,068			75,884
Change in fair value of contingent consideration	(33,549)			(35,130)
Transaction-related costs	5,078			16,831
Legal settlement costs	—			1,709
Impairment of cloud computing implementation costs	—			5,330
Restructuring costs	10,964			3,841
Total non-GAAP operating income	$	97,517		$	31,998
GAAP operating margin	2.4		%	(10.7)		%
Non-GAAP operating margin	16.5		%	6.1		%


	Year Ended December 31,
	2023		2022
Non-GAAP Net Income (Loss) Attributable to BlackLine, Inc.:
Net income (loss) attributable to BlackLine, Inc.	$	52,833	$	(29,391)
Benefit from income taxes related to acquisitions	(1,196)		(13,634)
Amortization of intangible assets	20,608		19,731
Stock-based compensation(1)	79,588		75,576
Amortization of debt issuance costs	5,535		5,511
Change in fair value of contingent consideration	(33,549)		(35,130)
Transaction-related costs	5,078		16,831
Legal settlement costs	—		1,709
Impairment of cloud computing implementation costs	—		5,330
Restructuring costs	10,964		3,841
Adjustment to redeemable non-controlling interest	5,334		(4,131)

Total non-GAAP net income attributable to BlackLine, Inc.	$	145,195	$	46,243

(1) Beginning in 2023, includes amortization related to stock-based compensation that was capitalized in capitalized software development costs in previous periods and totaled $2.1 million for the year ended December 31, 2023.


	Year Ended December 31,
	2023		2022
Free Cash Flow:
Net cash provided by operating activities	$	126,613	$	56,013
Adjustments:
Capitalized software development costs	(21,644)		(19,208)
Purchases of property and equipment	(5,953)		(10,974)
Financed purchases of property and equipment	—		(84)
Free cash flow	$	99,016	$	25,747

A-1

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V35578-P01864 ! ! ! For All Withhold All For All Except For Against Abstain ! !! ! !! BLACKLINE, INC. To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. BLACKLINE, INC. 21300 VICTORY BLVD, 12TH FLOOR WOODLAND HILLS, CA 91367 01) Owen Ryan 02) Sophia Velastegui 03) William Wagner Nominees: 3. Approval, on a non-binding, advisory basis, of the 2023 compensation of the Company's named executive officers. 2. To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2024. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Shareholders or any adjournments or postponements thereof. 1. Election of Directors The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote FOR proposals 2 and 3. VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 8, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/BL2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 8, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw

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V35579-P01864 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. BLACKLINE, INC. Annual Meeting of Shareholders May 9, 2024 9:00 a.m. PT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Mark Partin, Chief Financial Officer, and Karole Morgan-Prager, Chief Legal and Administrative Officer and Secretary, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of BLACKLINE, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 a.m. PT on May 9, 2024, at www.virtualshareholdermeeting.com/BL2024, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

	~~Page~~
Potential Payments Upon Termination or Change of Control		4654
Equity Compensation Plan Information		4856
CEO Pay Ratio		4856
Pay Versus Performance	58
RELATED PERSON TRANSACTIONS		5063
Related Person Transactions		5063
Policies and Procedures for Related Party Transactions		5164
SECURITY OWNERSHIP		5261
OTHER MATTERS		5465
Delinquent Section 16(a) Reports		5465
~~2021~~2023 Annual Report		5465
Company Website		5465
Availability of Bylaws		5465
STOCKHOLDER PROPOSAL DEADLINES FOR ~~2023~~202 5 ANNUAL MEETING		5566
Stockholder Proposals for Inclusion in Proxy Statement		5566
Stockholder Proposals and Director Nominations Not for Inclusion in Proxy Statement	66
APPENDIX A	55A-1

Name	Fees Earned or Paid in Cash($)⁽¹⁾	Option Awards ($)⁽²⁾	Stock Awards ($)⁽²⁾	Total ($)
Jason Babcoke⁽³⁾	14,725	—	—	14,725
John Brennan⁽³⁾	20,615	—	—	20,615
Owen Ryan⁽⁷⁾	64,000	—	184,959 ⁽⁴⁾	248,959
Graham Smith⁽⁸⁾	72,967	—	184,959 ⁽⁴⁾	257,926
Kevin Thompson⁽⁹⁾	55,621	—	184,959 ⁽⁴⁾	240,580
Thomas Unterman⁽¹⁰⁾	56,495	—	184,959 ⁽⁴⁾	241,454
Sophia Velastegui⁽⁵⁾	54,305	—	184,959 ⁽⁴⁾	239,264
Barbara Whye⁽⁵⁾⁽⁶⁾	31,626	—	200,390 ^(4)(11)	232,016
Mika Yamamoto⁽¹²⁾	46,456	—	184,959 ⁽⁴⁾	231,415