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  x☒                             Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

RealPage, 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):

REALPAGE, INC.

Notice of 20162020 Annual Meeting of Stockholders

June 1, 20163, 2020

We are pleased to invite you to attend the 20162020 Annual Meeting of Stockholders of RealPage, Inc.

When and Where:The meeting will be held via live webcast by visiting the following website: www.meetingcenter.io/289622160 on June 1, 2016,3, 2020, at 10:00 a.m., local time, at RealPage, Inc.’s principal executive offices located at 4000 International Parkway, Carrollton, Texas 75007.Central time. You will need the control number and password included on your proxy card or voting instruction form that you received with your proxy materials in order to access the meeting, to vote your shares or submit questions during the meeting. Instructions on how to connect to the meeting and participate via the Internet, including how to demonstrate proof of stock ownership, are listed on your proxy card.

Items of Business:The meeting is being held to conduct the following items of business which are described in greater detail in the Proxy Statement accompanying this notice:

Record Date:The Our board of directors set April 4, 20169, 2020 as the record date for the meeting. Our stockholders of record at the close of business on that date are entitled to receive this notice and to vote at the meeting.

Meeting Attendance and Voting:All stockholders are cordially invited to attend the meeting in person. Whether or not you plan to attend the annual meeting via live webcast, we hope that you will vote as soon as possible. You may vote by completing, signing and dating your proxy card and mailing it in the postage-prepaid envelope enclosed for that purpose. Voting by written proxy will ensure your representation at the meeting if you do not attend in person.meeting. For specific instructions on how to vote your shares, please review the instructions on the proxy card. Stockholders who attend the meeting may vote in personat the annual meeting even if they have submitted a proxy. However, if you have submitted a proxy and wish to vote in personelectronically at the meeting, you must notify the inspector of elections of your intention to revoke the proxy that you previously submitted and instead vote in person at the meeting. Under Delaware law, attendance at the annual meeting via live webcast is deemed “present in person.” If your shares are held in the name of a broker, trustee, bank or other nominee, please bring a proxy from thecoordinate with your broker, trustee, bank or other nominee with you to confirm that you are entitleddetermine how to vote theyour shares.

Additional Information:The 20162020 Proxy Statement and 20152019 Annual Report to Stockholders are included with this notice and are also available athttp:https://investor.realpage.com.

Carrollton,Richardson, Texas

April 29, 20162020

REALPAGE, INC.

Proxy Statement

For the

20162020 Annual Meeting of Stockholders

TABLE OF CONTENTS

REALPAGE, INC.

4000 International Parkway2201 Lakeside Boulevard

Carrollton,Richardson, Texas 7500775082

(972)820-3000

PROXY STATEMENT

FOR THE

20162020 ANNUAL MEETING OF STOCKHOLDERS

April 29, 20162020

We are furnishing you this proxy statement and proxy card to solicit proxies on behalf of the board of directors (the “Board”) of RealPage, Inc. (the(“RealPage”, the “Company”, “we” or “us”) to be voted at the Company’s 2016our 2020 Annual Meeting of Stockholders (“Annual Meeting”). TheDue to the possible public health impact of the coronavirus(COVID-19) and to support the well-being of our employees and stockholders, please note that the Annual Meeting will be held via live webcast at our principal executive offices located at 4000 International Parkway, Carrollton, Texas 75007www.meetingcenter.io/289622160 on June 1, 2016,3, 2020, at 10:00 a.m., localCentral time. You will need the control number and password included on your proxy card or voting instruction form that you received with your proxy materials in order to access the meeting, to vote your shares or submit questions during the Annual Meeting. Instructions on how to connect to the Annual Meeting and participate via the Internet, including how to demonstrate proof of stock ownership, are listed on your proxy card. The proxies also may be voted at any adjournments or postponements of the Annual Meeting.

We are first mailing the proxy materials to stockholders on April 29, 2016.2020. Please refer to“Information Concerning Solicitation and Voting” located on page 5067 in this proxy statement for information relating to the distribution of our annual meeting materials to our stockholders.

All properly executed written proxies and all properly completed proxies submitted by telephone or Internet that are delivered pursuant to this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the Annual Meeting.

Only owners of record of shares of our common stock of the Company as of the close of business on April 4, 20169, 2020 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting. Each owner of record on the Record Date is entitled to one vote for each share of common stock held. On the Record Date, 83,891,38996,243,953 shares of our common stock, $0.001 par value, were issued, outstanding and 80,070,354 shares were outstanding.entitled to vote at the Annual Meeting.

The Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form10-K for the year ended December 31, 20152019 are available athttp:https://investor.realpage.com.

Our principal executive offices are located at 2201 Lakeside Boulevard, Richardson, Texas 75082.

GOVERNANCE

The Company is committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company.

The Company’s certificate of incorporation and bylaws can be accessed through our filings located in the “Company Filings” portion of the Securities and Exchange Commission (“SEC”) website atwww.sec.gov, and were attached as Exhibit 3.2 and Exhibit 3.4, respectively, to our Registration Statement on Form S-1/A filed with the SEC on July 26, 2010. Our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Board committee charters and other governance materials can be accessed on our website,www.realpage.com, by clicking on “Company,” “Investor Relations” and then “Corporate Governance.”

PROPOSAL ONE: ELECTION OF DIRECTORS

Board Composition

Our Board is currently composed of eight members, divided into three classes with staggered three-year terms. There are currently three directors in Class I, two directors in Class II and three directors in Class III. The current terms of office of the Class III directors, Ms. Kathryn V. Marinello, Mr. Stephen T. Winn and Mr. Jason A. Wright, will expire at the Annual Meeting and Ms. Marinello, Mr. Winn and Mr. Wright will stand for re-election to the Board at the Annual Meeting.

The terms of office of the Class I directors, Mr. Alfred R. Berkeley, III, Mr. Charles KanePeter Gyenes and Mr. Peter Gyenes,Charles F. Kane, will expire at this Annual Meeting and Mr. Berkeley, Mr. Gyenes and Mr. Kane will stand forre-election to our Board at the 2017 annual meeting. Annual Meeting.

The terms of office of the Class II directors, Mr. Scott S. Ingraham and Mr. Jeffrey T. Leeds, will expire at the 20182021 annual meeting. The terms of office of the Class III directors, Ms. Dana S. Jones, Mr. Stephen T. Winn and Mr. Jason A. Wright, will expire at the 2022 annual meeting. Our certificate of incorporation and our bylaws provide that the number of directors will be fixed from time to time by a resolution of the majority of our Board. Nine directors are currently authorized.

Required Vote

Directors are elected by a plurality of the votes cast. The three nominees who receive the greatest number of votes cast will be elected directors for three-year terms, in each case until their successors are duly elected and qualified. Withheld votes and brokernon-votes, if any, will not be counted either for or against the election of a director nominee. Cumulative voting is not permitted by our certificate of incorporation.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Company’sour nominees named below. If any nominee of the Companyour nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director.

Recommendation of theour Board for Proposal One

Our Board unanimously recommends that stockholders vote FOR the nominees listed below.

20162020 DIRECTOR NOMINEES — CLASS IIII DIRECTORS

The nominating and governance committee of our Board (“Nominating and Governance Committee”) recommended the three individuals set forth in the table below for nomination by our Board. Based on such recommendations, our Board nominated such directors for election at the Annual Meeting as Class IIII directors to serve for a term expiring at the 20192023 annual meeting of stockholders, or until their successors have been duly elected and qualified or until their earlier death, resignation or removal.

Our Board and the Nominating and Governance Committee believe that the combination of the various qualifications, skills and experiences of the director nominees – will contribute to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the Company’sour business and quality advice and counsel to the Company’sour management.

The following sets forth information concerning the nominees for election as directors at the Annual Meeting, including information as to each nominee’s age as of the Record Date, current principal occupation and business experience.

Kathryn V. Marinello has served as a member of our Board, as a member of the audit committee of our Board (“Audit Committee”), and as a member the compensation committee of our Board (“Compensation Committee”) since July 2015. Ms. Marinello has served as Senior Advisor of Ares Management LLC (“Ares”), a global asset manager, since March 2014. Prior to that, she served as Chairman and Chief Executive Officer of Stream Global Services, Inc. (“Stream”), a global business process outsource service provider specializing in customer relationship management, from August 2010 through March 2014. Ms. Marinello served as Senior Advisor and consultant at Providence Equity Partners LLC, a private equity firm, and Ares from June to August 2010. She served as Chairman and Chief Executive Officer of Ceridian Corporation, a human resources outsourcing company, from December 2007 to January 2010, and as President and Chief Executive Officer from 2006 to 2007. Prior to joining Ceridian, Ms. Marinello spent 10 years at General Electric Company (“GE”), and served in a variety of senior roles, including President and Chief Executive Officer of GE Fleet Services, a division of GE, from 2002 to 2006. Ms. Marinello has been a member of the Board of Directors of General Motors Company since July 2009. Ms. Marinello has also been member of the Board of Directors of AB Volvo since April 2014 and a member of the Board of Directors of Nielsen Holdings N.V. since October 2014. Ms. Marinello also served as a member of the Board of Directors of General Motors Corporation from 2007 to 2009. We believe Ms. Marinello’s experience as a senior executive officer at a number of public and private companies and her experience serving on the boards of directors of other public and private companies qualify her to serve on our Board.

Stephen T. Winn has served as our Chief Executive Officer and a member of our Board since November 1998, during which time he served as Chairman of the Board, and as our President since August 2012, a position

that Mr. Winn previously held from November 1998 to December 2009. From January 1998 to March 1999, Mr. Winn served in various executive positions, including President of Research Institute of America, a provider of information services to the accounting industry and a wholly owned subsidiary of Thomson Reuters Corporation. From June 1969 to January 1998, Mr. Winn served as President and Chief Executive Officer of Computer Language Research Inc., a publicly traded company focused on tax compliance, tax research and accounting software, which was acquired by Thomson Reuters Corporation. Mr. Winn is a member of the board of directors of the National Multifamily Housing Council. In January 2002, he was one of 25 people recognized by the National Apartment Association as a leader in the multifamily industry. Mr. Winn received Ernst & Young LLP’s “Entrepreneur of the Year 2012 Southwest Area North Technology Sector.” Mr. Winn received his B.S. in electrical engineering from The University of Texas at Austin and his M.S. in management science from Stanford University. In addition to Mr. Winn’s role as our Chief Executive Officer, we believe Mr. Winn’s qualifications to serve on our Board include his previous service in executive positions at various public and private technology companies and his extensive experience in the multifamily rental housing industry.

Jason A. Wright has served as a member of our Board since December 2003 and as our lead independent director since February 2012. Mr. Wright has served as a member of our Audit Committee since January 2004 and served as chairman of our Audit Committee from February 2012 until February 2013. Mr. Wright has served as a member of our Compensation Committee since October 2006 and a member of our Nominating and Governance Committee since February 2010. Mr. Wright is a partner in the Tech & Telecom Group at Apax Partners LLC, where he focuses primarily on investments in enterprise software and technology-enabled services. Prior to joining Apax in 2000, Mr. Wright served in a variety of roles at General Electric Capital Corporation, a subsidiary of General Electric Corporation, including the evaluation and execution of investment opportunities for the Technology Ventures Group, and Mr. Wright was also a consultant at Andersen Consulting, now Accenture plc. Mr. Wright currently serves on the board of directors of various private companies. Mr. Wright received his B.A. in economics from Tufts University and his M.B.A. in finance from The Wharton School of the University of Pennsylvania. We believe Mr. Wright’s qualifications to serve on our Board include his extensive business and financial experience related to enterprise software and technology-enabled services companies.

INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE CONTINUE AFTER THE ANNUAL MEETING

The following sets forth information concerning the directors whose terms of office continue after the Annual Meeting, including information as to each director’s age as of the Record Date, current principal occupation and business experience.

Class I Directors (Terms Expire in 2017)2020)

Alfred R. Berkeley, III has served as a member of our Board since December 2003 and as a member of theour Compensation Committee since January 2004. Mr. Berkeley also served as a member and as chairman of our Audit Committee from January 2004 to February 2012 and as our lead independent director from February 2011 to February 2012. Mr. Berkeley has served as Chairman of Princeton Capital Management, Inc., an investment adviser, since December 2012 and Princeton Capital Management LLC since September 2017. Mr. Berkeley has served as Vice Chairman of Gentag, Inc., a developer of technology for near field

communications, since November 2011. Mr. Berkeley served as the Chairman of Pipeline Financial Group, Inc., the parent of Pipeline Trading Systems LLC, a block trading brokerage service, from December 2003 until November 2011. From December 2003 to March 2010, Mr. Berkeley also served as the Chief Executive Officer of Pipeline Financial Group, Inc. He also served as Acting Chairman of the National Infrastructure Advisory Council for the President of the United States from 2001 until December 2011. Mr. Berkeley also served as a trustee of Johns Hopkins University and a member of the Johns Hopkins University Applied Physics Laboratory, LLC from 1999 until June 2011. He formerly served as Vice Chairman of the Nomination Evaluation Committee for the National Medal of Technology and Innovation, which makes candidate recommendations to the Secretary of Commerce. He was appointed Vice Chairman of the NASDAQ Stock Market, Inc. in July 2000, serving through July 2003, and served as President of NASDAQ from 1996 until 2000. From 1972 to 1996, Mr. Berkeley served in a number of capacities at Alex. Brown & Sons Incorporated, which was acquired by Bankers Trust New York Corporation and later by Deutsche Bank AG. Most recently, he was Managing Director in the corporate finance department where he financed computer software and electronic commerce companies. He joined Alex. Brown & Sons Incorporated as a Research Analyst in 1972 and became a general partner in 1983. From 1985 to 1987, he served as Head of Information Services for the firm. From 1988 to 1990, Mr. Berkeley took a leave of absence from Alex. Brown & Sons Incorporated to serve as President and Chief Executive Officer of Rabbit Software Inc., a public telecommunications software company. He served as a captain in the United States Air Force and a major in the United States Air Force Reserve.

Mr. Berkeley also served as a director of Kintera, Inc. until May 2008, when it was acquired by Blackbaud, Inc. (NASDAQ: BLKB). Mr. Berkeley also served on the board of Fortegra Financial Corporation (NYSE: FRF), an insurance services company that provides distribution and administration services and insurance-related products to insurance companies, insurance brokers and agents and other financial services companies in the United States from December 2010 to November 2011. Mr. Berkeley served on the boardboards of directors of ACI Worldwide, Inc. (NASDAQ: ACIW) from 2008 until June 2012 and Edgar Online, Inc. (NASDAQ: EDGR), which was sold to RR Donnelley, from November 2010 through August 2012. Mr. Berkeley also serves as a

director of several private companies. Mr. Berkeley received his B.A. in English from the University of Virginia and his M.B.A. from The Wharton School of the University of Pennsylvania. On October 24, 2011, Mr. Berkeley entered into a consent decree with the Securities and Exchange Commission (“SEC”) relating to his role at Pipeline Trading Systems, LLC. We believe Mr. Berkeley’s qualifications to serve on our Board include his extensive experience in corporate finance and securities matters, including his experience as chief executive officer of various companies and his leadership positions with the NASDAQ Stock Market, Inc., and his knowledge gained from service on the boards of various publicly traded and private companies and federal committees. On October 24, 2011, Mr. Berkeley entered into a consent decree with the SEC relating to his role at Pipeline Trading Systems, LLC.

Peter Gyeneshas served as a member orof our Board since January 2010, as chairman of our Compensation Committee since February 2010, as a member of our Audit Committee since February 2010, and as a member of our Nominating and Governance Committee since February 2010. Mr. Gyenes has served as the non-executive Chairman of the board of directors of Sophos Group plc (LSE: SOPH), a global security software company, sincefrom March 2006 anduntil March 2020, as lead independent director sincefrom September 2012.2012 to July 2015, and as Chairman from July 2015 until March 2020. Mr. Gyenes served as Chairman and Chief Executive Officer of Ascential Software Corporation, (NASDAQ: ASCL), a market leader in data integration software, and its predecessor companies VMark Software, Ardent Software and Informix from 1996 until it was acquired by International Business Machines Corporation in 2005. Mr. Gyenes served on the board of directors of Netezza Corporation (NYSE: NZ) from 2008 until it was acquired by International Business Machines Corporation in 2010. Mr. Gyenes served on the board of directors of Netezza Corporation (NYSE: NZ) from 2008 until it was acquired by International Business Machines Corporation in 2010. Mr. Gyenes also served on the board of Lawson Software, Inc. (NASDAQ: LWSN) from 2006 until it was acquired by Infor in July 2011, served on the board of EnerNoc (NASDAQ: ENOC) from 2013 until 2015, and served on the board of Cimpress NV (NASDAQ: CMPR) from 2009 until 2015.2015, served on the board of IntraLinks Holdings, Inc. from 2008 to 2017, Carbonite, Inc. (NASDAQ:CARB) from 2015 to 2019 and Sophos Group plc (LSE: SOPH), a global security software company, from 2006 to 2020. He currently serves on the boards of directors of IntraLinks Holdings, Inc. (NYSE: IL), Pegasystems Inc. (NASDAQ: PEGA), Carbonite, Inc. (NASDAQ: CARB), a leading provider of online backup solutionsleader in cloud software for consumerscustomer engagement and small and medium sized businesses, and Epicor Software Corporation, a provider of software solutions to the manufacturing, distribution, retail and services industries,operational excellence and serves as trustee emeritus of the Massachusetts Technology Leadership Council. Mr. Gyenes received his B.A. in mathematics and his M.B.A. in marketing from Columbia University. We believe Mr. Gyenes’

qualifications to serve on our Board include his experience as the Chief Executive Officer of a publicly traded company, his knowledge gained from service on the boards of various public and private companies and his more than 40 years of experience in technology, sales, marketing and general management positions within the computer systems and software industry.

Charles F. Kane has served as a member of our Board, as a member of our Compensation Committee and as a member of our Nominating and Governance Committee since June 2012. Mr. Kane has served as a member of our Audit Committee since June 2012 and as chairman of our Audit Committee since February 2013. Mr. Kane is an adjunct professor of international finance at the Massachusetts Institute of Technology Sloan Graduate Business School of Management. Mr. Kane is also a Director and Strategic Advisor of One Laptop Per Child, anon-profit organization founded at Massachusetts Institute of Technology that provides computing and internet access for students in the developing world, for whom he served as President and Chief Operating Officer from 2008 until 2009. Mr. Kane served as Executive Vice President and Chief Administrative Officer of Global BPO Services Corp., a special purpose acquisition corporation, from July 2007 until March 2008, and as Chief Financial Officer of Global BPO from August 2007 until March 2008. Prior to joining Global BPO, he served as Chief Financial Officer of RSA Security Inc., a provider ofe-security solutions, from May 2006 until RSA was acquired by EMC Corporation in October 2006. From July 2003 until May 2006, he served as Chief Financial Officer of Aspen Technology, Inc., a provider of supply chain management software and professional services. Mr. Kane is currently a director of Demandware, Inc. (NYSE: DWRE), a leading provider of software-as-a-service ecommerce solutions that enable companies to deliver customized shopping experiences to consumers in the digital world, Carbonite, Inc. (NASDAQ: CARB), a leading provider of online backup solutions for consumers and small and medium sized businesses, and Progress Software (NASDAQ: PRGS) is, a global software company that simplifies the development, deployment and management of business applicationson-premise or in the cloud, on any platform or device, to any data source, with enhanced performance, minimal IT complexity and low total cost of ownership and PhotoBox Ltd., a private company, a leading manufacturer and digital retailer of high-quality personalized products and services.ownership. Mr. Kane was previously a director of Netezza Corporation,Applix Inc., Borland Software Corporation, Demandware Inc. and Applix Inc.Netezza Corporation. Mr. Kane is a Certified Public Accountant and holds a B.B.A. in accounting from the University of Notre Dame and an M.B.A. in international finance from Babson College. We believe Mr. Kane’s experience as a senior executive officer at a number of publicly

traded companies, including as chief financial officer of several of those companies, and his experience serving on the boards of directors of other public and private companies, qualify him to serve on our Board.

As an Audit Committee financial expert and chairman of theour Audit Committee, Mr. Kane provides a high level of expertise and leadership experience in the areas of finance, accounting, audit oversight and risk analysis derived from his experience as the chief financial officer of publicly traded technology companies. Mr. Kane also offers substantial public company board experience to our Board.

INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE CONTINUE AFTER THE ANNUAL MEETING

The following sets forth information concerning our directors whose terms of office continue after the Annual Meeting, including information as to each director’s age as of the Record Date, current principal occupation and business experience.

Class II Directors (Terms Expire in 2018)2021)

Scott S. Ingraham has served as a member of our Board since February 2012 and as a member of our Audit Committee and our Nominating and Governance Committee since February 2012. Mr. Ingraham is presently theco-founder and Principal of Zuma Capital, Inc., a private investment firm. Heco-founded and served as the Chief Executive Officer and Chairman of Rent.com, an Internet residential real estate listing site, from 1999 until its acquisition by eBay in February 2005. Prior to founding Rent.com, Mr. Ingraham was the CEO, president andco-founder of Oasis Residential, a NYSE-traded apartment REIT which merged into Camden Property Trust in 1998. Mr. Ingraham is on the Board of Trust Managers of Camden Property Trust (NYSE: CPT), a real estate investment trust focused on the development and ownership of apartment properties. Camden Property Trust is one of our larger customers. Mr. Ingraham also serves as a director of Kilroy Realty Corporation (NYSE: KRC), a publicly held real estate investment trust focused on the development and ownership of office and industrial properties. Mr. Ingraham graduated from the University of Texas at Austin with a BBAB.B.A. in Finance. We believe Mr. Ingraham’s qualifications to sitserve on our Board include his substantial financial and business expertise as the chief executive officer of several companies in the real estate industry and his significant experience serving on boards of other publicly traded companies.

Jeffrey T. Leeds has served as a member of our Board and a member of our Nominating and Governance Committee since December 1999. Mr. Leeds has served as chairman of our Nominating and Governance committee since February 2012. Mr. Leeds is President andCo-Founder of Leeds Equity Partners. Leeds Equity Partners, based in New York, is the oldest and largest private equity firm in the United States focused exclusively on investments in the Knowledge Industries — education, training, and business and information services. Prior toco-founding Leeds Equity Partners in 1993, Mr. Leeds spent seven years specializing in mergers and acquisitions and corporate finance at Lazard Freres & Co. LLC, a subsidiary of Lazard Group LLC. Prior to joining Lazard Freres & Co. LLC, Mr. Leeds served as a law clerk to the Hon. William J. Brennan, Jr. of the Supreme Court of the United States during the 1985 October Term. Mr. Leeds also worked in the corporate department of the law firm of Cravath, Swaine & Moore LLP in New York. Mr. Leeds currently serves on the

board of directors of BARBRI, Evanta Ventures,INTO University Partnerships, Knowledge Factor, Fusion Education Group, Endeavor Schools, LLC and INTO University Partnerships.Simplify Compliance Holdings, LLC. Mr. Leeds served on the Board of Education Management Corporation (NASDAQ: EDMC) from 2006 through 2017. Mr. Leeds is a member of the Council on Foreign Relations and a member of the Board of Visitors at The Colin L. Powell School for Civic and Global Leadership at CCNY.The City College of New York. Mr. Leeds received his B.A. in history summa cum laude from Yale University and his J.D. magna cum laude from Harvard Law School. He was also a Marshall Scholar at the University of Oxford. We believe Mr. Leeds’s qualifications to serve on our Board include his extensive business and legal experience in corporate finance and his knowledge gained from service on the boards of various publicly traded and private companies.

Class III Directors (Terms Expire in 2022)

Dana S. Joneshas served as a member of our Board and our Compensation Committee since October 2019. Ms. Jones has been CEO of Sparta Systems, a market leader in digital enterprise quality management software for the life sciences space, since April 2018. Prior to joining Sparta, during 2016 and 2017, Ms. Jones served as CEO of Active Network, a leader in activity and event management software. Under her leadership, Ms. Jones supervised the growth of Active Network, leading to the sale of the Sports and Communities divisions to Global Payments Inc. (NYSE:GPN). Before joining Active Network, from 2012 to 2017, Ms. Jones was Chief Marketing Officer and Senior Vice President of Products for Sabre Airline Solutions, a global provider of software to the airline industry. During her time at Sabre, Ms. Jones oversaw revenue and earnings growth and product innovation, and played an important role in the company’s initial public offering. Prior to Sabre, Ms. Jonesco-founded Noesis Energy, and served as Executive Vice President of Product, Sales, Marketing, and Operations. Ms. Jones serves on the Board of Directors of Agilysys (NASDAQ:AGYS), a leader in hospitality software. Ms. Jones has held Executive and General Management positions for early stage and global publicly traded enterprise software companies over the last 20 years, including The Reynolds and Reynolds Company and Vignette. She began her career as a management consultant with A.T. Kearney. Ms. Jones graduated Summa Cum Laude from the University of Michigan and holds a BSE in industrial and operations engineering. We believe Ms. Jones’ qualifications to serve on our Board include her experiences as an accomplished software executive with decades of experience leading and growing cloud-based global enterprise software businesses.

Stephen T. Winn has served as our Chief Executive Officer and a member of our Board since November 1998, during which time he served as Chairman of our Board, and as our President from August 2012 until January 2020, a position that Mr. Winn previously held from November 1998 to December 2009. From January 1998 to March 1999, Mr. Winn served in various executive positions, including President of Research Institute of America, a provider of information services to the accounting industry and a wholly owned subsidiary of Thomson Reuters Corporation. From June 1969 to January 1998, Mr. Winn served as President and Chief Executive Officer of Computer Language Research Inc., a publicly traded company focused on tax compliance, tax research and accounting software, which was acquired by Thomson Reuters Corporation. Mr. Winn is a member of the board of directors of the National Multifamily Housing Council. In January 2002, he was one of 25 people recognized by the National Apartment Association as a leader in the multifamily industry. Mr. Winn received Ernst & Young LLP’s “Entrepreneur of the Year 2012 Southwest Area North Technology Sector” award. Mr. Winn received his B.S. in electrical engineering from The University of Texas at Austin and his M.S. in management science from Stanford University. In addition to Mr. Winn’s role as our Chief Executive Officer, we believe Mr. Winn’s qualifications to serve on our Board include his previous service in executive positions at various public and private technology companies and his extensive experience in the multifamily rental housing industry.

Jason A. Wright has served as a member of our Board since December 2003 and as our lead independent director since February 2012. Mr. Wright has served as a member of our Audit Committee since January 2004 and served as chairman of our Audit Committee from February 2012 until February 2013. Mr. Wright has served as a member of our Compensation Committee since October 2006 and a member of our Nominating and Governance Committee since February 2010. Mr. Wright is a partner in the Tech & Telecom Group at Apax Partners LLC, where he focuses primarily on investments in enterprise software and technology-enabled services.

Prior to joining Apax in 2000, Mr. Wright served in a variety of roles at General Electric Capital Corporation, a subsidiary of General Electric Corporation, including the evaluation and execution of investment opportunities for the Technology Ventures Group, and Mr. Wright was also a consultant at Andersen Consulting, now Accenture plc. Mr. Wright currently serves on the board of directors of various private companies. Mr. Wright received his B.A. in economics from Tufts University and his M.B.A. in finance from The Wharton School of the University of Pennsylvania. We believe Mr. Wright’s qualifications to serve on our Board include his extensive business and financial experience related to enterprise software and technology-enabled services companies.

BOARD AND COMMITTEE GOVERNANCE

Board Leadership Structure

The Company’sOur governance framework provides theour Board with flexibility to select the appropriate leadership structure for the Company.us. The current leadership structure is composed of a combined chairman of the board and chief executive officer, a lead independent director, Board committees led by independent directors and active engagement by all directors. TheOur Board believes this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors.

Our Board believes that our Chief Executive Officer, Stephen T. Winn, is best situated to serve as Chairman because he is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Our independent directors have different perspectives and roles in strategic development. Our independent directors bring experience, oversight and expertise from outside the Companyour company and industry, while the Chief Executive Officer brings company-specific experience and expertise. Our Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and theour Board, which are essential to effective governance.

Mr. Jason A. Wright serves as our lead independent director. Our lead independent director is responsible for coordinating activities of our other independent directors, presiding at all meetings of theour Board at which the Chairman is not present, including executive sessions of the independent directors, serving as liaison between the Chairman and the independent directors, having the authority to call meetings of the independent directors, and performing various other duties as directed by our Board. Under our Corporate Governance Guidelines, the lead independent director is charged with relaying the discussions of the executive sessions to the Chief Executive Officer, as appropriate, participating in the discussion of Chief Executive Officer performance with theour Compensation Committee, and ensuring that theour Board annually conducts a self-assessment.

Director Qualifications

Our Board believes that maintaining a Board with a range of skills and experience meeting theour needs of the Company is important, as is maintaining a size that facilitates group discussion and collegiality.

Our Nominating and Governance Committee, consisting solely of independent directors as determined under applicable NASDAQ listing standards, is responsible for reviewing with theour Board, on an annual basis, the requisite skills and characteristics of potential new Board members as well as the composition of theour Board as a

whole. This assessment includes members’ qualification as independent, as well as consideration of character, judgment, diversity, age, skills, including financial literacy, and experience in the context of the needs of theour Board and the business of the Company.our business. Nominees for directorship are selected by theour Nominating and Governance Committee and approved by theour Board in accordance with such policies and principles as theour Board may promulgate after considering the recommendation of theour Nominating and Governance Committee.

Our Corporate Governance Guidelines which were adoptedemphasize the importance of maintaining a Board with a range of skills and experience meeting the needs of the Company. Our Nominating and Governance Committee seeks to

identify for Board positions the most qualified candidates, without regard to race, color, veteran status, religion, gender, sex, sexual orientation, medical condition, national origin, marital status or any other characteristics protected by law. Our Nominating and Governance Committee does not have a formal policy with respect to diversity; however, our Board on January 20, 2015,and Nominating and Governance Committee believe that it is important that the members of our Board represent diverse viewpoints, and are committed to an inclusive approach in identifying candidates who provide a variety skills and experience to the Board, including qualified female Board candidates. Our Nominating and Governance Committee’s process for identifying and evaluating nominees typically involves a series of internal discussions, review of information concerning candidates, and interviews with selected candidates. From time to time, we also have engaged one or more executive search consulting firms to assist in the identification and recruitment of potential director candidates.

Our Corporate Governance Guidelines provide that each director should be able and prepared to devote sufficient time and effort to his or her duties as a director. Directors are not permitted to sit on more than six publicly traded company boards or, if such director is a CEO of a public company, he or she is not permitted to sit on the board of more than two public companies besides the board of his or her own company.

TheOur Board does not have term limits. Directors who have served on theour Board for an extended period of time are able to provide valuable insight into theour operations and future of the Company based on their experience with and understanding of the Company’sour industry, business operations, history, policy and objectives. TheOur Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve through the evaluation and nomination process required by our Corporate Governance Guidelines.

Our Corporate Governance Guidelines also provide that, as a general matter, a director should not stand forre-election as anon-employee director after his or her 75^th birthday.Non-employee directors are required to tender their resignation no later than the expiration of their elected term following their 75^th birthday. Retirement of a director who has reached the age of retirement may be postponed if theour Board determines that it would be in the best interests of the CompanyRealPage and its stockholders under the particular circumstances. In considering the nominees for 2020, the Board considered that Mr. Berkeley is 75 years old and determined that Mr. Berkeley’s extensive experience in corporate finance and securities matters, his experience as a chief executive officer of various companies, his leadership positions with the NASDAQ Stock Market, Inc., and knowledge gained from service on the boards of various publicly traded and private companies and federal committees, are valuable to the Board. The Board has requested, and Mr. Berkeley has consented, to his nomination for an additional term on the Board. In addition, theour Board may nominate any person for election as anon-employee director regardless of his or her age if theour Board determines that, due to his or her unique capabilities or special circumstances, the election of such person is in the best interest of RealPage.

Our directors are elected under our bylaws by a plurality of the Company.voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors, which means that the nominees who receive the greatest number of votes will be elected and withheld votes and brokernon-votes will not be counted either for or against the election of a director nominee. However, under our Corporate Governance Guidelines, any nominee for director in an uncontested election (i.e., an election where the number of candidates for election does not exceed the number of directors to be elected) who receives a greater number of votes “withheld” from his or her election than votes “for” such election, shall promptly tender his or her resignation following the meeting at which they are elected or reelected as director. In such event, the Nominating and Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action. In making this recommendation, the Nominating and Governance Committee will consider all factors deemed relevant by its members in deciding whether to recommend acceptance of a director’s resignation.

The Board will act on the Nominating and Governance Committee’s recommendation no later than 90 days following certification of the election results. In considering the Nominating and Governance Committee’s recommendation, the Board will consider all factors deemed relevant by its members in deciding whether to accept a director’s resignation.

Our Nominating and Governance Committee will consider nominees recommended by stockholders provided such recommendations are made in accordance with procedures described in this proxy statement under “Deadline for Receipt of Stockholder Proposals for 2021 Annual Meeting.” There are no differences in the manner in which our Nominating and Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder.

Director Independence

In accordance with the listing requirements of the NASDAQ Stock Market and our Corporate Governance Guidelines, a majority of our Board must be composed of independent directors. Our Board has determined that each of Mr. Berkeley, Mr. Gyenes, Mr. Ingraham, Ms. Jones, Mr. Kane, Mr. Leeds Ms. Marinello and Mr. Wright is independent under applicable NASDAQ listing standards and Rule10A-3 of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.”

Board and Committee Meetings and Attendance

Under the Company’sour bylaws, regular meetings of theour Board are held at such times as theour Board may determine. Special meetings of theour Board may be called by a majority of the authorized number of directors, the Chairman, the Chief Executive Officer, the President or the Secretary of the Company.Secretary. Our Board held a total of 9six meetings during 2015.2019. Each director attended 75% or more of the total number of meetings of theour Board and the committees of theour Board on which such director served during 2015.2019.

Thenon-employee directors on our Board and Board committees generally meet quarterly in executive session. Executive sessions of theour Board may include, among other things, a discussion of the performance of the Chairman and Chief Executive Officer, matters concerning the relationship of theour Board with the management directors and other members of senior management, and such other matters as thenon-employee directors deem appropriate. No formal action of theour Board is taken during executive sessions of thenon-employee directors, although thenon-employee directors may subsequently recommend matters for consideration by the full Board. In addition, our Audit Committee holds an executive session at each of its meetings and our Compensation Committee holds an executive session at the meeting in which annual compensation is reviewed and determined. On occasion, ournon-employee directors invite our Chief Legal Officer to attend executive sessions in the role as legal counsel, but members of management, including Mr. Winn, are otherwise not present at executive sessions of Board and committee meetings. Although all of our currentnon-employee directors are considered to be

independent, if anynon-employee directors were determined not to not be independent, the independent directors would be required to meet alone in an executive session at least twice per year.

Board Committees

Our Board has three standing committees:

Committee members are appointed by theour Board, which considers the recommendation of theour Nominating and Governance Committee and the desires of the individual directors. The table below lists the current membership of each committee and the number of committee meetings held in 2015.2019.

Our Board has determined that each member of each committee is independent under the applicable requirements of NASDAQ and SEC rules and regulations. Our Board has adopted a charter for each committee. Copies of such charters are available without charge, upon request in writing to RealPage, Inc., 4000 International Parkway, Carrollton,2201 Lakeside Boulevard, Richardson, Texas 75007,75082, Attn: Chief Legal Officer or on our website athttp:https://investor.realpage.com/corporate-governance/governance-documentsorwww.realpage.comhttps://www.realpage.com/ by clicking on “Company,” “Investor Relations”Relations,” “Governance” and then “Corporate Governance.“Governance Documents.” We believe that the composition, charter and functioning of each of our committees comply with the applicable requirements of NASDAQ and SEC rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

The primary responsibilities of each committee are described below.

Audit Committee

Our Audit Committee’s responsibilities are specifically set forth in the committee’s charter, which can be found athttp:https://investor.realpage.com/corporate-governance/governance-documentsorwww.realpage.comhttps://www.realpage.com/by clicking on “Company,” “Investor Relations”Relations,” “Governance” and then “Corporate Governance.“Governance Documents.” Among other things, theour Audit Committee is responsible for:

Our Board has determined that each member of our Audit Committee is independent under the applicable requirements of NASDAQ and SEC rules and regulations, meets the requirements for financial literacy and sophistication, and qualifies as an “audit committee financial expert” under the applicable requirements of NASDAQ and SEC rules and regulations.

Compensation Committee

Our Compensation Committee’s responsibilities are specifically set forth in the committee’s charter, which can be found athttp:https://investor.realpage.com/corporate-governance/governance-documentsorwww.realpage.comhttps://www.realpage.com/by clicking on “Company,” “Investor Relations”Relations,” “Governance” and then “Corporate Governance.“Governance Documents.” Among other things, theour Compensation Committee is responsible for:

Our Board has determined that each member of our Compensation Committee is independent under the applicable requirements of NASDAQ and SEC rules and regulations, and is anon-employee director, as defined by Rule16b-3 promulgated under the Exchange Act, and is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code.Act.

Additional information regarding the processes and procedures that our Compensation Committee employs when considering and determining director and executive compensation, including the committee’s engagement of independent compensation consultants for advice in connection with the exercise of its responsibilities, is set forth below under “—“Governance — Director Compensation” and “Executive Compensation — Compensation Discussion and Analysis.”

Nominating and Governance Committee

Our Nominating and Governance Committee’s responsibilities are specifically set forth in the committee’s charter, which can be found athttp:https://investor.realpage.com/corporate-governance/governance-documentsorwww.realpage.comhttps://www.realpage.com/ by clicking on “Company,” “Investor Relations”Relations,” “Governance” and then “Corporate Governance.“Governance Documents.” Among other things, theour Nominating and Governance Committee is responsible for:

Our Board has determined that each member of our Nominating and Governance Committee will consider nominees recommended by stockholders provided such recommendations are made in accordance with procedures described in this proxy statementis independent under

“Deadline for Receipt the applicable requirements of Stockholder Proposals for 2017 Annual Meeting.” When considering a potential director candidate, the NominatingNASDAQ and Governance Committee looks for demonstrated character, judgment, relevant business, functionalSEC rules and industry experience, and a high degree of acumen. The Nominating and Governance Committee also considers issues of diversity, such as education, professional experience and differences in viewpoints and skills. The Nominating and Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Governance Committee believe that it is important that the members of the Board represent diverse viewpoints. The Nominating and Governance Committee’s process for identifying and evaluating nominees typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. From time to time, we have also engaged one or more executive search consulting firms to assist in the identification and recruitment of potential director candidates. There are no differences in the manner in which the Nominating and Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder.regulations.

Board Oversight of Risk

Our Board oversees risk management in a number of ways. Our Audit Committee oversees the management of financial and accounting related risks as an integral part of its duties. Similarly, our Compensation Committee considers risk management when setting the compensation policies and programs for our executive officers and other employees. Our full Board considers various risk-related items periodically, including risks related to intellectual property, taxes, products and employees.employees, as well as the impact on us of public health issues such as the coronavirus(COVID-19). Our Board also considers our efforts to manage such risks through safety measures, insurance or self-insurance.

Communication with theour Board

Stockholders may communicate with members of our Board by mail addressed to the Chairman, to any other individual member of theour Board, to the full Board, or to a particular committee of theour Board. In each case, such correspondence should be sent to the following address: 4000 International Parkway, Carrollton,2201 Lakeside Boulevard, Richardson, Texas 75007,75082, Attention: Corporate Secretary. Correspondence received that is addressed to the members of our Board will be reviewed by our Chief Legal Officer or our Chief Legal Officer’s designee, who will forward such correspondence to the appropriate members of theour Board.

ADDITIONAL GOVERNANCE INFORMATION

We are committed to strong corporate governance, which we believe promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in RealPage.

Articles and Bylaws

Our certificate of incorporation and bylaws can be accessed through our filings located in the “Company Filings” portion of the SEC website atwww.sec.gov. Our amended and restated certificate of incorporation was attached as Exhibit 3.1 to our Form10-Q filed with the SEC on August 6, 2018 and our bylaws were attached as Exhibit 3.4 to our Registration Statement onForm S-1/A filed with the SEC on July 26, 2010. Our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Board committee charters and other governance materials can be accessed on our website,https://investor.realpage.com/corporate-governance/governance-documentsorhttps://www.realpage.com/, by clicking on “Company,” “Investor Relations,” “Governance” and then “Governance Documents.”

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics. The code applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), directors and consultants.agents. A copy of our Code of Business Conduct and Ethics can be found on our website athttp:https://investor.realpage.com/corporate-governance/governance-documentsorwww.realpage.comhttps://www.realpage.com/, by clicking on “Company,” “Investor Relations”Relations,” “Governance” and then “Corporate Governance.“Governance Documents.” A copy also is available without charge upon request in writing to RealPage, Inc., 4000 International Parkway, Carrollton,2201 Lakeside Boulevard, Richardson, Texas 75007,75082, Attn: Chief Legal Officer. We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or our directors, on our website to the extent and in the manner permitted by Item 5.05 ofForm  8-K.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines that address matters pertaining to director qualifications, director responsibilities, lead independent director responsibilities, executive sessions of Board meetings, communications with stockholders, Board committee matters, director access to officers, employees

and independent advisors, director compensation, director minimum stock ownership requirements, director orientation and continuing education, CEOChief Executive Officer evaluation, management and Board succession, indemnification and director and officer insurance, and annual Board performance evaluations. A copy of the Corporate Governance Guidelines can be found on our website athttp:https://investor.realpage.com/corporate-governance/governance-documents orwww.realpage.comhttps://www.realpage.com/, by clicking on “Company,” “Investor Relations”Relations,” “Governance” and then “Corporate Governance.“Governance Documents.” A copy also is available without charge upon request in writing to RealPage, Inc., 4000 International Parkway, Carrollton,2201 Lakeside Boulevard, Richardson, Texas 75007,75082, Attn: Chief Legal Officer.

Director Minimum Stock Ownership Requirements

Our Board members are encouraged to make a substantial investment in Company stock. Accordingly, our Corporate Governance Guidelines require our directors to own a number of shares of our common stock with an aggregate value equal to at least three times their annual cash retainer within four years after joining theour Board or as soon thereafter as is practicable. During 2019 and as of the date of this proxy statement, each of our Board members maintained stock ownership consistent with our stock ownership guidelines. Our Board has also adopted a Stock Ownership Guidelines Policy for our Chief Executive Officer as described under “Executive Compensation — Other—Other Executive Compensation Consideration — Executive—Executive Stock Ownership” below.

Hedging, Short Sale and Pledging Policy under our Insider Trading Policy

The Company hasWe have adopted an Insider Trading Policy. That policy prohibits all employees, including our executive officers, and all directors and agents of the Company from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’sour securities. All employees, including our executive officers, and all of our directors and agents of the Company are also prohibited from pledging Companyour securities or engaging in short sales of the Company’sour securities.

Director Attendance at Annual Meetings of Stockholders

We encourage, but do not require, our directors to attend our annual stockholdersstockholders’ meeting. Our 2015board members were not able to attend our 2019 annual stockholders meeting was attended by one of our directors, Stephen T. Winn, our Chairman, CEO and President.meeting.

DIRECTOR COMPENSATION

Determining Compensation forNon-Employee Directors in 20152019

Our Compensation Committee reviews and makes recommendations to theour Board regarding the form and amount of compensation fornon-employee directors. Directors who are employees of the CompanyRealPage receive no compensation for service on theour Board. The Company’sOur director compensation program is designed to enable continued attraction and retention of highly qualified directors by ensuring that director compensation is in line with peer companies competing for director talent, and is designed to address the time, effort, expertise and accountability required of active board membership. Our Compensation Committee and our Board believe that annual compensation fornon-employee directors should consist of both a cash component, designed to compensate members for their service on theour Board and its committees, and an equity component, designed to align the interests of directors and stockholders and, by vesting over time, to create an incentive for continued service on theour Board.

Discussion of Director Compensation

In 2015,2019, the annual compensation for ournon-employee directors was composed of cash compensation in the form of an annual retainer and meeting and committee fees and equity compensation in the form of restricted stock awards. Each of these components is described below.

Independent Director Compensation Plan

Our independent director compensation plan provided for the following compensation to our independent directors during 2015:2019:

In February 2016,2020, in connection with its regular review of independent director compensation and based in part on information and advice from Meridian Compensation Partners, LLC, its independent compensation consultants, Pearl Meyer & Partners,consultant with respect to compensation elements, levels and trends in outside director compensation among the Company’sour peer group of companies, our Compensation Committee amended our independent director compensation plan as follows. All otherdetermined that all elements of director compensation described above and not amendedshould remain the same in 20162020 as in 2015.2019.

The term “independent directors” for purposes of our independent director compensation plan means each of ournon-employee directors. The annual equity grants occur automatically on April 1 of each year, pursuant to the terms of ourthe RealPage, Inc. 2010 Equity Incentive Plan (as amended and restated June 4, 2014), as further amended (the “2010 Equity Incentive Plan”).

On April 1, 2015,2019, pursuant to our amended independent director compensation plan and the automatic annual restricted stock grant provisions of our 2010 Equity Incentive Plan, we issued 7,0323,645 shares of our restricted common stock to each of Alfred R. Berkeley, III, Peter Gyenes, Scott S. Ingraham, Charles F. Kane, Jeffrey T. Leeds, and Jason A. Wright. Upon her appointmentOn October 21, 2019, pursuant to our Board on July 16, 2015, Ms. Marinello received aamended independent director compensation plan and the prorated portion of the annualinitial restricted stock grant for 4,824provisions of our 2010 Equity Incentive Plan, we issued 1,471 shares of our restricted stock.common stock to Dana S. Jones upon her election to the Board of Directors.

On April 1, 2016,2020, pursuant to our amended independent director compensation plan and the automatic annual restricted stock grant provisions of our 2010 Equity Incentive Plan, we issued 7,9693,947 shares of our restricted common stock to each of Alfred R. Berkeley, III, Peter Gyenes, Scott S. Ingraham, Dana S. Jones, Charles F. Kane, Jeffrey T. Leeds, Kathryn V. Marinello and Jason A. Wright.

Director Compensation Table for Year Ended December 31, 20152019

The following table sets forth the annual director compensation paid or accrued by us to individuals who were directors during any part of 2015.2019. The table excludes Stephen T. Winn, who is our Chief Executive Officer and who did not receive any compensation from us in his role as director in 2015.2019.

DIRECTOR COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 20152019

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSCONTROL PERSONS.

Since January 1, 2015,2019, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, nominees for director, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described under “Director“Governance — Director Compensation,” “Executive Compensation — Compensation Discussion and Analysis,” and the transactions described below.following transactions.

On May 1, 2019, we entered into a Preferred Provider and Strategic Marketing Agreement (“Preferred Provider Agreement”) and a RealPage One Master Agreement (“OMA”) with the Winn Family Office, LLC (“WFO”). Pursuant to these agreements, we and WFO agreed that WFO will recommend us as a preferred provider of services to managers of real estate development properties in which WFO has an ownership interest. WFO is owned and controlled by Steve Winn, the Chairman of the Board and Chief Executive Officer and (with his affiliates) a principal shareholder of RealPage. During 2019, RealPage received a total of $192,272 in fees from WFO related to these agreements. We believe that the terms provided to WFO pursuant to these agreements, including the pricing for services and the other commercial terms contained therein, are reasonable and reflect terms that we offer or would offer to unrelated third parties presenting a commercial opportunity similar in scope to that provided by WFO.

Ms. Glover’s sister in law has been anon-executive employee of RealPage since May 2011, and in such capacity receives annual compensation in excess of $120,000. Such employment terms were established by RealPage directly with Ms. Glover’s sister in law and are based upon market terms and not based upon Ms. Glover’s relationship with us.

Stock Options and Restricted Stock

Certain restricted stock grants to ournon-employee directors are described in “Director Compensation.”

Certain stock option and restricted stock grants to our NEOsnamed executive officers (“NEOs”) are described in “Executive Compensation — Grants of Plan-Based Awards,” “Executive Compensation — Compensation Tables — Outstanding Equity Awards at December 31, 2015”2019” and “Executive Compensation — Compensation Tables — Supplemental Information Regarding Arrangements With Executive Officers  — Employment Agreements.”

Employment Arrangements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers that include, among other things, compensation terms, provisions regarding payments upon termination in certain circumstances and confidentiality,non-competition and indemnification provisions. The employment agreements with our NEOs are described under “Executive Compensation — Compensation Tables — Supplemental Information Regarding Arrangements With Executive Officers — Employment Agreements.”

Other Relationships

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

Policies and Procedures for Related Party Transactions

Our Code of Conduct requires that our directors, officers and employees disclose any transaction involving the Company in which they have a significant financial interest, and seek approval where required by the Code of

Conduct. Our Audit Committee is responsible for reviewing and approving in advance any related party transaction. TheOur Audit Committee has not adopted specific policies or guidelines relating to the approval of related party transactions. TheOur directors who are members of our Audit Committee determine whether to approve related party transactions in the exercise of their fiduciary duties as directors and members of our Audit Committee and the Audit Committee.terms of our Code of Conduct.

Limitations on Liability and Indemnification Matters

Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our amended and restated bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered into agreements to indemnify our directors, executive officers and other employees as determined by our Board. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions of our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

SECURITY OWNERSHIP

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANYREALPAGE

The following table sets forth information regarding ownership of our common stock by:

The amounts for our NEOs and executive officers and directors as a group and our significant stockholders are as of April 4, 2016,9, 2020, the Record Date, unless otherwise indicated in a footnote below.below (and in that case are based upon SEC filings made on behalf of such owners). Beneficial ownership in this table is determined in accordance with the rules of the SEC, and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, the number of shares of common stock deemed outstanding includes all shares of restricted stock, and those shares issuable upon exercise of options held by the respective person or group that may be exercised within 60 days after April 4, 2016.9, 2020. For purposes of calculating each person’s or group’s percentage ownership, unvested stock options exercisable within 60 days and all shares of restricted stock are included for that person or group, but not for any other person or group. Percentage of beneficial ownership is based on the shares of common stock outstanding as of April 4, 2016.9, 2020. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

(2)

Pursuant to a Schedule 13G/A filed February 16, 2016, represents 4,281,238 shares beneficially owned by Janus Capital Management LLC (“Janus Capital”), 151 Detroit Street, Denver, Colorado 80206. Janus Capital is an investment adviser in accordance with Section 240.13d-1(b)(ii)(E) as well as a parent holding company/control person in accordance with Section 240.13d-1(b)(ii)(G). Janus Capital has a direct 96.81% ownership stake in INTECH Investment Management (“INTECH”) and a direct 100% ownership stake in Perkins Investment Management LLC (“Perkins”). Due to the above ownership structure, holdings for Janus Capital, Perkins and INTECH are aggregated. Janus Capital, Perkins and INTECH are registered investment advisers, each furnishing investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients (collectively referred to herein as “Managed Portfolios”). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Janus Capital may be deemed to be the beneficial owner with sole voting and sole dispositive power of 4,281,238 shares.

(3)

Pursuant to a Schedule 13G filed February 26, 2016, represents 7,700,000 shares beneficially owned by JHL Capital Group LLC, a Delaware limited liability company (“JHL Capital Group”), an investment adviser; JHL Capital Group Master Fund L.P. (“LP”), a Cayman Islands limited partnership (“Master Fund”); JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company (“Master Fund GP”); and James H. Litinsky, an individual and citizen of the United States. The address for JHL Capital Group and Mr. Litinsky is 900 N. Michigan Avenue, Suite 1700, Chicago, IL 60611. The address for the Master Fund and the Master Fund GP is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. Mr. Litinsky holds a controlling interest in LP and serves as Chief Executive Officer of JHL Capital Group, as well as Director of the Master Fund GP. The Master Fund GP, LP and Mr. Litinsky disclaim any beneficial ownership of these shares. JHL Capital Group and the Master Fund share the power to vote or to direct the vote or to dispose or direct the disposition of the 7,700,000 shares of Common Stock held by the Master Fund.

(4)

Pursuant to the Schedule 13G/A filed February 16, 2016, represents 5,165,273 shares beneficially owned by Stockbridge Associates LLC, a Delaware limited liability company (“SA”), 200 Clarendon Street, 35th Floor, Boston, Massachusetts 02116 . SA is the general partner of Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) (“SF”), Stockbridge Absolute Return Fund, L.P. (“SARF”), and Stockbridge Master Fund (OS), L.P. (“SOS”). Berkshire Partners Holdings LLC (“BPH”), a Delaware limited liability company, is the general partner of BPSP, L.P., (“BPSP”), a Delaware limited partnership. BPSP is the managing member of Stockbridge Partners LLC (“SP”), the registered investment adviser of SF, SARF and SOS as well as certain other accounts holding shares of the Company. BPSP and BPH disclaim beneficial ownership of these shares.

(5)

Represents 25,549,62112,011,248 shares held by Stephen T. Winn, of which 927,925639,860 shares are subject to forfeiture to us 240,000and 275,000 shares are issuable upon the exercise of options to purchase shares of our common stock held by Mr. Winn that are exercisable within 60 days after April 4, 2016, 19,797,2469, 2020, 7,304,587 shares held by Seren Capital, Ltd., 5,872and 3,000,000 shares held by Seren Catalyst, L.P., 162,964 shares held by Stephen T. Winn 1996 Family LP A, and 623,503 shares held by Melinda G. Winn and Stephen T. Winn, as trustees of the Melinda G. Winn 2010 QTIP Trust.Capital II, Ltd. Stephen T. Winn is the sole manager and president of Seren Capital Management, L.L.C., which is the general partner of Seren Capital, Ltd. and Seren Catalyst, L.P., or the Seren PartnershipsPartnership, and, by virtue of this relationship, has sole voting and dispositive power over the shares held by the Seren Partnerships. Mr.Partnership. Stephen T. Winn is the sole manager and president of Stephen T. WinnSeren Capital Management II, L.L.C., which is the general partner of Stephen T. Winn 1996 Family LPASeren Capital II, Ltd., or the Seren II Partnership, and, by virtue of this relationship, has voting and dispositive power over the shares held by Stephen T. Winn 1996 Family LPA. Stephen T. Winn and Melinda G. Winn are trustees of the Melinda G. Winn 2010 QTIP Trust and sharesole voting and dispositive power over the shares held by the Melinda G. Winn 2010 QTIP Trust.Seren II Partnership.

(3)

Pursuant to a Schedule 13G filed February 10, 2020, represents 5,024,523 shares beneficially owned by BlackRock, Inc. (“BlackRock”), 55 East 52nd Street, New York, NY 10055. BlackRock has sole power to vote or to direct the vote of 4,729,862 shares and sole power to dispose or to direct the disposition of 5,024,523 shares.

(4)

Pursuant to a Schedule 13G/A filed February 12, 2020, represents 7,312,160 shares beneficially owned by The Vanguard Group (“Vanguard”), 100 Vanguard Blvd., Malvern, PA. 19355. Vanguard has sole power to vote or direct to vote 46,639 shares, shared power to vote or direct to vote 15,564 shares, sole power to dispose or to direct the disposition of 7,260,642 shares and shared power to dispose of or to direct the disposition of 51,518 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 35,954 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 26,249 shares as a result of its serving as investment manager of Australian investment offerings.

(5)

Pursuant to a Schedule 13G/A filed March 10, 2020, represents 9,615,290 shares beneficially owned by T. Rowe Price Associates, Inc. (“Price Associates”). As reported in the Schedule 13G/A, (i) Price Associates has sole power to dispose or to direct the disposition of 9,615,290 shares and (ii) Price Associates has sole power to vote or direct to vote 2,110,389 shares and T. Rowe Price New Horizons Fund, Inc. has sole power to vote or direct to vote 6,388,916 shares. The address for these entities is 100 E. Pratt Street, Baltimore, MD 21202. Price Associates has sole power to vote or direct to vote 2,110,389 shares and sole power to dispose or to direct the disposition of 9,615,290 shares. Price New Horizons Fund has sole power to vote or direct to vote 6,388,916 shares.

(6)	Includes 217,48398,037 shares subject to forfeiture to us held by Mr. Ernst.

(7)	Includes 151,546 shares subject to forfeiture to us held by Ms. Glover.

(8)	Includes 58,894 shares subject to forfeiture to us and 50,910 shares issuable upon the exercise of options to purchase shares of our common stock held by Mr. Hill that are exercisable within 60 days after April 4, 2016.

(7)	Includes 217,627 shares subject to forfeiture to us and 92,819 shares issuable upon the exercise of options to purchase shares of our common stock held by Mr. Chaney that are exercisable within 60 days after April 4, 2016.

(8)	Includes 61,695 shares subject to forfeiture to us and 182,72871,045 shares issuable upon the exercise of options to purchase shares of our common stock held by Mr. Monk that are exercisable within 60 days after April 4, 2016.9, 2020.

(9)	Includes 274,91077,048 shares subject to forfeiture to us held by Mr. Chaney.

(10)	Based upon the most recent information available to the Company as of May 2019.

(11)	Includes 3,947 shares subject to forfeiture to us, and 41,665 shares issuable upon the exercise of options to purchase shares of our common stock held by Mr. Rolley that are exercisable within 60 days after April 4, 2016.

(10)

Includes 11,627 shares subject to forfeiture to us, 36,8616,931 shares held jointly by Alfred R. Berkeley III and Muriel Van Dusen Berkeley as tenants in entirety and 42,500 held by Muriel Van Dusen Berkeley and Richard M. Berkeley, as Trustees of the 2009 Berkeley Family Resource Trust dated December 11, 2009, or the Berkeley Family Trust. Muriel Van Dusen Berkeley and Richard M. Berkeley are the trustees of the Berkeley Family Trust and share voting and dispositive power over the shares held by the Berkeley Family Trust. By virtue of his relationship with his spouse, Muriel Van Dusen Berkeley, Alfred R. Berkeley may be deemed to share voting and dispositive power over the shares held by the Berkeley Family Trust.entirety.

(11)(12)

Includes 11,6273,947 shares subject to forfeiture to us and 60,000 shares issuable upon the exercise of options to purchase shares of our common stock held by Mr. Gyenes that are exercisable within 60 days after April 4, 2016.Gyenes.

(12)(13)

Includes 11,6273,947 shares subject to forfeiture to us.us held by Mr. Ingraham.

(13)(14)

Includes 12,6584,684 shares subject to forfeiture to us.us held by Ms. Jones.

(14)(15)

Includes 11,6273,947 shares subject to forfeiture to us.us held by Mr. Kane.

(15)(16)

Includes 9,1753,947 shares subject to forfeiture to us.us held by Mr. Leeds.

(16)(17)

Includes 11,6273,947 shares subject to forfeiture to us.us held by Mr. Wright.

(17)(18)

Consists of 5,955,68513,411,238 shares held of record by our directors and executive officers, which includes 1,779,6081,234,539 shares subject to forfeiture to us, 668,122346,497 shares issuable upon the exercise of options held by our directors and executive officers that are exercisable within 60 days after April 4, 20169, 2020 and 20,668,94610,304,587 shares held by entities over which our directors and executive officers may be deemed to have voting or dispositive power.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

EXECUTIVE OFFICERS

The following table sets forth the name, age, and position of each of our executive officers as of the Record Date.

Executive Officers

Stephen T. Winn serves as our Chairman of the Board, Chief Executive Officer and President, and is a member of our Board. See “2016 Director Nominees“Governance — Class III Directors”Incumbent Directors Whose Terms Of Office Continue After The Annual Meeting” for additional information with respect to Mr. Winn.

W. Bryan HillThomas C. Ernst, Jr.has served as our Executive Vice President, Chief Financial Officer and Treasurer since May 2014.January 2019. Mr. Hill previously served as our Senior Vice President-Finance from May 2007 to May 2014 with responsibilitiesErnst is responsible for the company’s financial management and reporting, including investor relations, credit facility management, financial planning and analysis, internal reporting, mergermergers and acquisition support,acquisitions, product pricing control and billing. Mr. Hill previouslyErnst brings more than 20 years of experience in software industry finance and investment advisory, where he advised many high-profile SaaS businesses on organic and acquisition strategies to drive innovation and growth. In 2015, he founded Tom Ernst Advisory (TEA), a strategic consulting firm focused on the software industry. In 2018, Mr. Ernst led TEA in providing strategic advice to software companies, including RealPage. Prior to TEA, Mr. Ernst led the Goldman Sachs Software Investment Banking Team globally and the Deutsche Bank Software U.S. Equity Research Team in coverage of over 30 stocks. Prior to Goldman Sachs, he served as Seniora nuclear engineer and submarine warfare officer in the U.S. Navy. Mr. Ernst has a B.S. in Mathematics from the University of Minnesota and an M.B.A. from the University of Chicago Booth School of Business.

Ashley Glover has served as our President since January 2020. Ms. Glover is responsible for the execution of RealPage’s business plan, focusing primarily on the Company’s largest multifamily businesses and our global operations. Ms. Glover served as our Executive Vice President, Chief Operating Officer from January 2018 until January 2020 and managed international operations and customer acquisition, assimilation and retention organizations. Ms. Glover also served as our Executive Vice President and Chief AccountingRevenue Officer of formerly publicly traded Dyncorp International, Inc. (acquired by Cerberus Capital Management in 2010), a provider of outsourced services to civilian and military government agencies, from August 20052016 until January 2018. Ms. Glover served as a consultant in real estate investment, operations, and strategy in the US and Europe from January 2014 to April 2007. From April 2000 to August 2005, Mr. Hill held the position ofJuly 2016. Ms. Glover served as our Executive Vice President, Chief Sales and Chief AccountingMarketing Officer from February 2012 to December 2013 and various other financial management positions at SourceHov LLC,previously served as our Executive Vice President, Multifamily Solutions from January 2010 to February 2012, as our Executive Vice President, Resident Solutions from April 2009 to January 2010 and as our Senior Vice President, Velocity Utility and Billing Services, from March 2005 until April 2009. From November 2004 through early March 2005, Ms. Glover served in a documentconsulting capacity for us in conjunction with our acquisition of The Pleco Group, LLC. From August 1995 to July 1997 and information outsourcing solution provider. Mr. Hillagain from August 1999 to July 2003, Ms. Glover handled both international and domestic assignments for McKinsey & Company. Ms. Glover received his B.B.A.her B.S. in computer science from Texas ChristianSouthern Methodist University and has been a Certified Public Accountant in the State of Texas since 1996.her M.B.A. from Harvard University.

William P. ChaneyMichael A. Britti has served as our Executive Vice President Enterprise Solutionsof Mergers and Acquisitions and Emerging Markets since January 2020. Mr. Britti is responsible for managing our various Emerging Markets businesses,

which include our Mixed Use, AIM, vacation rental, and related businesses. Mr. Britti also manages mergers and acquisitions. Prior to January 2020 and since August 2012. With his extensive experience in our enterprise solution offerings,2009, Mr. Chaney leads the Resident Management, Property Management and Leasing & Marketing product divisions as well as shared services for Contact Center, RealPage Exchange, Product Development and Information Technology. Previously he served as President, OneSite and Velocity from 2009 to August 2012 and managed all aspects of RealPage’s property management, resident billing, invoicing, payments, and infrastructure businesses. Mr. Chaney also previouslyBritti served as our Senior Vice President of product management, leadingMergers and Acquisitions, overseeing the payment services team responsible for RealPage’s integrated web-based payment processing solution.negotiation and closing of transactions valued at more than $2 billion. Prior to joining RealPage,the Company, Mr. ChaneyBritti served as group presidentthe GVP of Jack Henry & Associates Enterprise PaymentRental Screening Solutions, from October 2004a business unit of TransUnion LLC. Prior to June 2008that, Mr. Britti served as the CEO and CEOfounder of Select Payment Processing from August 1999 to October 2004.CreditRetriever LLC. He has held senior-level positions at successfulstart-ups, including OpsTechnology (now a wholly owned subsidiary of RealPage), SafeRent and One Point Communication. He has two US Patents for inventions in screening processes and is a member of the National Multifamily Housing Council and National Apartment Association. Mr. Chaney received his B.S. in computer science from Texas Christian University.Britti attended the University of Maryland College Park and the University of Pennsylvania’s Wharton School of Business.

David G. Monkhas served as our Executive Vice President, Chief Legal Officer and Secretary since January 2016. Mr. Monk is responsible for management of the Company’sour legal department and compliance operations. Mr. Monk previously served as our Senior Vice President, Chief Legal Officer and Secretary from May 2015 through January 2016, and as Senior Vice President and Deputy General Counsel from June 2010 through April 2015. Prior to joining the Company,us, Mr. Monk was a partner in private practice with the international law firm Baker Botts L.L.P., where he practiced from October 1992 to June 2010 and represented clients on a variety of matters including mergers and acquisitions, securities offerings, SEC compliance, corporate governance, technology and outsourcing transactions, and general corporate matters. Mr. Monk received his B.B.A. in finance from Texas A&M University and his J.D. from Southern Methodist University’s Dedman School of Law.

Daryl T. RolleyBarry R. Carter has served as our ExecutiveSenior Vice President and Chief RevenueInformation Officer since July 2017. Mr. Carter is responsible for overseeing the management of our Information Technology operations, corporate applications, product engineering, enterprise architecture, and portfolio management. Before joining RealPage and from August 2012 to July 2017, Mr. Carter served as Chief Financial Officer and Chief Operating Officer at EFG, a specialty insurance company in Las Colinas, driving the digital transformation of sales. Prior to then, Mr. Carter served in a variety of leadership roles, including executive vice president of Fujitsu American, and chief information officer of Alliance Data, Capital One Auto Finance, and AirTran Airways. In 2009, Mr. Carter was selected by the CIO Leadership Network as a winner of the Global Innovation and Change Leadership Award. Mr. Carter received his B.A. in Computer Science from East Carolina University and his M.B.A. in Organizations and Management from Syracuse University. Most recently, he received the MIT Sloan School of Management Executive Certificate in Technology, Operations, and Value Chain Management.

Brian Sheltonhas served as our Senior Vice President and Chief Accounting Officer since January 20162020. As the Company’s principal accounting officer, Mr. Shelton oversees all accounting functions including internal and external financial reporting, corporate accounting, acquisitions and divestitures, revenue operations and accounting and stock administration. Mr. Shelton’s financial and accounting experience spans more than two decades. He has been with RealPage since 2014, previously serving as our Senior Vice President, Finance, where Mr. Shelton’s primary responsibilities included financial planning and analysis, merger and acquisition support, and internal reporting. From 2004 through 2014, he held various financial leadership roles at St. Jude Medical, Inc., a global medical device manufacturer acquired by Abbot Laboratories in 2017. Prior to joining St. Jude Medical, Inc., Mr. Shelton held positions with Ernst & Young LLP and Arthur Andersen LLP. Mr. Shelton received his B.S. in Accountancy from Northern Arizona University and his M.B.A. from the Cox School of Business at Southern Methodist University.

Kurt E. Twining has served as our Senior Vice President and Chief CustomerPeople Officer from February 2015 until January 2016.since July 2011. Mr. Rolley is responsible for the leadershipTwining oversees our human resources affairs, including employee recruitment, compensation, benefits, human resource management systems, organizational development, community outreach activities relating to inclusion and direction of our sales, marketing, customer success management,philanthropy, and global shared servicesfacilities operations. He also oversees the Company’s contact center solutions.Mr. Twining brings extensive human resource experience in creating high performing cultures in companies on a global basis. His industry experience includes high tech, consumer goods, logistics, and consultative engagements with many Fortune 500 companies. Before joining RealPage, Mr. Twining was general manager and partner for Buck Consulting, a firm specializing in all

areas of human capital, inclusive of talent management, rewards systems, and executive compensation to board of directors. Prior to joining RealPage, Mr. Rolley served from January 2013 to December 2014 as Executive Vice President, Global Sales at Ventyx, Incorporated, where he was responsible for managing the global consulting and managed services business, and building a global sales team. Prior to that, Mr. Rolley spent 12 years at Ariba, Incorporated and FreeMarkets, Inc., which was acquired by Ariba in July 1, 2004. In his role at Ariba, he oversaw the company’s business management, strategy, sales, marketing, and professional services. From March 2000 to January 2001,Buck Consulting, he served in a variety of leadership roles as Vice President, Business Developmentsenior vice president of HR for Ventro CorporationFreescale Semiconductor, general manager for the Hay Group, senior vice president of HR for AmeriServe, vice president at PepsiCo Food Systems and Interim Chief Operating Officerin progressive human resources positions for Amphire Solutions, where he was responsibleTexas Instruments. He is a member of the National Apartment Association and the National Multifamily Housing Council and has served on the executive boards for identifying, evaluating, buildingHabitat for Humanity and developing new vertical marketplace operating businesses. From 1996 to 2000,The Family Place. Mr. Rolley was an executive with McKinsey & Company. Mr. RolleyTwining received ahis B.S. degree in chemical engineeringCriminal Justice and his M.S. in Industrial Labor Relations from Purdue University and an M.B.A. in finance from The Wharton School of The University of Pennsylvania.Michigan State University.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis, or “CD&A,” describes our executive compensation program for 2015 and certain elements of our 2016 program.2019. In particular this CD&A explains how the Compensation Committee of our Board made 2015 compensation decisions for the following named executive officers, or “NEOs”,“NEOs,” for the fiscal year ended December 31, 2019, who include our principal executive officer, principal financial officer, and each of the three most highly compensated executive officers other than our principal executive officer and principal financial officerofficer. As disclosed in prior SEC filings, Mr. Hill resigned his position as of December 31, 2015.Executive Vice President, Chief Financial Officer and Treasurer in January 2019, and Mr. Chaney resigned his position as Executive Vice President in January 2020. This CD&A also describes decisions made by theour Compensation Committee related to compensation that applies to the NEOs for 2016.2020.

This CD&A should be read together with the compensation tables and related disclosures that follow this discussion.

Compensation Philosophy and Objectives

Our philosophy is to provide a compensation opportunity to each of our NEOs that is commensurate with his or her position and experience, provide challenging but reasonably attainable incentives for the NEO to meet and exceed challenging but reasonably attainable short-term and long-term corporate objectives as determined by our Board and align the NEOs’ incentives with the long-term interests of our stockholders. Additionally, our executive compensation program is intended to provide significant motivation for each ofto our NEOs to remain employed by us unlesswith the Company and until our Board finds that retention ofcontinue to generate value for the NEO is no longer in accord with our corporate objectives. TheCompany. Our Compensation Committee has also reviewed with management the design and operation of our incentive compensation arrangements for all employees including NEOs, for the purpose of determining whether such programs might encourage inappropriate risk-taking that would be reasonably likely to have a material adverse effect on the Company. The Compensation Committeeand concluded that the Company’sour compensation plans, programs and policies, considered as a whole, including applicable risk-mitigation features, are appropriate and do not encourage inappropriate risk taking or risk taking that is reasonably likely to have a material adverse effect on the Company.us.

Based on this philosophy, the primary objectives of our Board and Compensation Committee with respect to executive compensation are to:

To achieve these objectives, our Compensation Committee periodically evaluates our executive compensation program with the goal of establishing compensation opportunities at levels our Compensation Committee

Committee believes to be competitive with those of our competitivedesignated peer group companies and other companies in our geographical regions that compete with us for executive talent.companies. Additionally, we design our executive compensation program to tie a portion of each NEO’s overall cash compensation to key strategic, financial and operational goals set by our Board.

Compensation Decision-Making Process

Our Compensation Committee is responsible for overseeing and approving our executive compensation program. Our Compensation Committee currently consists of five members. The current members of our Compensation Committee are Alfred R. Berkeley, III, Peter Gyenes, Dana S. Jones, Charles F. Kane, Kathryn V. Marinello and Jason A. Wright. Mr. Gyenes has been appointed to serve as the Chairman of our Compensation Committee. Our Board has determined that each member of our Compensation Committee is independent under the applicable requirements of NASDAQ and SEC rules and regulations, and is anon-employee director, as defined by Rule16b-3 promulgated under the Exchange Act, and is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.Act. For a discussion of the specific responsibilities of our Compensation Committee, see “Governance — Board and Committee Governance — Board Committees.”

Our Chief Executive OfficerCompensation Committee makes base salary, cash bonus and long-term incentive compensation recommendations to the Compensation Committee for each of our NEOsChief Executive Officer, based onupon his or her level of responsibility, performance and contributioncontributions to achieving our overall corporate objectives. Our Compensation Committee considers the Chief Executive Officer’s input but retains complete authority to approve all compensation related decisions for our NEOs. Additionally, our Chief Executive Officer is not permitted to be present during deliberations or voting by the Compensation Committee regarding his performance goals, performance evaluation or compensation level, and he abstains from voting in sessionson matters where our Board acts on theour Compensation Committee’s recommendations regarding his compensation.

For purposes of determining compensation levels for our NEOs,Chief Executive Officer, our Compensation Committee considers the recommendations of our Chief Executive Officer, our overall achievement of corporate objectives, Company performance, the level of responsibility, performance and individual contributions of our NEOs,Chief Executive Officer, public company proxy data, survey group market data, each NEO’sadvice from an independent executive compensation consultant, our Chief Executive Officer’s equity ownership and theour Compensation Committee members’ own experience in compensation-related matters.

TheWith respect to our other NEOs, our Chief Executive Officer makes base salary, cash bonus and long-term incentive compensation recommendations to our Compensation Committee based on the NEO’s level of responsibility, performance and contribution to achieving our overall corporate objectives. Our Compensation Committee also considers Company performance, public company proxy data, survey group market data, information received from our Compensation Committee’s compensation consultant, each NEO’s equity ownership and our Compensation Committee members’ own experience in compensation-related matters. Our Compensation Committee considers the Chief Executive Officer’s input but retains complete authority to approve all compensation related decisions for our NEOs.

Our Compensation Committee also considers the results of the annual advisory “say-on-pay” vote. At“say-on-pay” vote by our 2014stockholders. Our lastsay-on-pay vote was at our 2019 annual stockholdersstockholders’ meeting, where approximately 96%98.30% of the votes cast were voted to approve the executive compensation program described in our 20142019 proxy statement. Our Compensation Committee viewedwill review the results of thisoursay-on-pay vote as general broad stockholder support forat our executive compensation program. The Compensation Committee did not make changes to our executive compensation program or policies as a direct result of this vote, but2020 annual stockholders’ meeting and will continue to consider the outcome of stockholder advisory votes on executive compensation when making future decisions relating to the compensation of our NEOs and our executive compensation programs and policies. TheOur Compensation Committee also continues to consider the alignment of NEO incentives with the long-term interests of our stockholders. In 2015its compensation decisions in 2019 and 2016, the2020, our Compensation Committee placed additionalcontinued to place emphasis on performance-based components, including market-based restricted stock and performance-based cash compensation, as described in this Proxy Statement. In addition, onOur Compensation Committee structures performance-based cash and equity incentives to align directly with Company performance. Market-based long-term incentive awards do not vest if their share price targets are not achieved, and cash-based performance incentives are not earned if certain targets are not achieved. On an ongoing basis we continue toalso engage with our stockholders regarding various matters including executive compensation and corporate governance.

For purposes of evaluating compensation levels for 20152019 and 2016,2020, our Compensation Committee also considered competitive market benchmarking data as described in “Executive Compensation — Compensation Discussion and Analysis — Competitive Positioning.” Based on these considerations, in February 2015, our Compensation Committee approved compensation packages for each of our NEOs in 2015, the components of which are further described in “Executive Compensation — Compensation Discussion and Analysis — 2015 Elements of Executive Compensation.”

Competitive Positioning

Competitive market data is an important component in determining the amount of each element of compensation for each NEO. The Compensation Committee utilizes Pearl Meyer & Partners, or “PM”, an executiveof our NEOs. While actual compensation consulting firm, to provide advice on the structure of executive compensation as well as competitive data on base salary,reflects our performance, our goal is for total cash compensation and long-term incentives. In addition,to be at or around the Compensation Committee reviewsmedian target compensation for executives with similar positions in the total compensation package2019 Peer Group as described below, with somewhat higher targets for each NEO from the perspective of total direct compensation, which includes base salary, annual incentive plan and the value and the structure of the long-term incentive grant.compensation, of which all or a significant portion of such compensation is directly linked to stock price performance. We incorporate flexibility into our compensation programs and into the assessment process to respond to changing business needs, and to take into consideration individual performance, including the relative complexity and strategic importance of specific roles.

Pursuant to its charter, our Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities, and we have provided appropriate funding to the committeeour Compensation Committee to engage outside consultants from time to time, to conduct market reviews of our executive compensation program and philosophy in order to assess the competitiveness of our program.

TheOur Compensation Committee utilized Pearl Meyer & Partners, LLC, or “PM”, an executive compensation consulting firm, to provide advice regarding the structure of executive compensation for 2019 as well as competitive data on base salary, target total cash compensation and long-term incentives. In addition, our Compensation Committee reviews the total compensation package for each NEO from the perspective of target total direct compensation, which includes base salary, total annual cash incentive plan and the value and structure of the long-term incentive award.

Our Compensation Committee regularly reviews the services provided by its outside consultants and believes that PM is independent in providing executive compensation consulting services. TheOur Compensation Committee conducted a specific review of its relationship with PM in 20152019 and determined that PM’s work for the committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and by the SEC and NASDAQ.NASDAQ rules. PM reports directly to theour Compensation Committee Chair, takes direction from theour Compensation Committee, and does not provide usRealPage with any services other than the services provided at the request of theour Compensation Committee. TheOur Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.

In the fourthfirst quarter of 2014,2019, our Compensation Committee engaged PM to conduct an independent market review of our executive compensation program. PM used public company proxy data and survey market data references to compare our total compensation practices for our executives to those in our market:market, including the data sources described below:

The Select2019 Peer Group for this analysis was developed in consultation among our Compensation Committee, our management team and PM and consisted of the following organizations:

We periodically review our peer group to confirm that the roster of companies remains appropriate for external benchmarking in light of external merger and acquisition activity and our own business evolution. In the first quarter of 2019, we added ACI Worldwide, Inc., CoreLogic, Inc., Ellie Mae, Inc., Fair Isaac Corporation and Verint Systems Inc. and removed Synchronoss Technologies, reflecting our view that the resulting companies represent a more comparable set of peer companies to us with respect to the industry, operating size and valuation.

PM benchmarked our executive compensation levels, including base salaries, performance-based cash bonuses and long-term equity incentive awards, to those of other executives in the Select2019 Peer Group. The PM report indicated that pay levels on average (with variation by executive) for target cash compensation (base salary plus target bonus) and target total direct compensation (total cash plusfor our NEO’s (other than Mr. Hill due to his resignation in January 2019) compared to the 2019 Peer Group in the aggregate approximated the 40^th percentile, while long-term incentive value), werevalue compensation approximated the 75^th percentile, inclusive of market-based restricted stock awards which only vest in the event significant share price increases are achieved. Compensation levels varied by executive role and among the peer group companies, and our total compensation pay levels including long-term incentives approximated the 70^th percentile, with competitive position varying by role and type of compensation. Based upon the peer group data and the competitive analysis performed by PM, we believe our total compensation levels are appropriate within a 10% rangethe context of the market medianCompany’s performance relative to our peer group, with long-term incentive compensation generally weighted more toward performance-based compensation than that of our peers, in particular with respect to long-term incentive compensation for our Chief Executive Officer, which is based solely upon market-based restricted stock awards which vest solely in the event of significant share price increase targets during the relevant performance period. The threshold, target, exceed and maximum performance levels for our performance-based long-term incentive compensation correspond to 25%, 40%, 60% and 80% increases, respectively, in our stock price prior to July 1, 2022, in order to achieve at each such pay levels.

Resultsperformance level. The stock price targets must be achieved and sustained over a period of 2014 Say on Pay Advisory Vote

At20 consecutive trading days. Our Compensation Committee views these market-based restricted stock awards as “pay for performance” compensation having value to each executive only if the 2014 annual meeting of stockholders, approximately 96%stock price increases to the various performance levels, and each such level requiring significant stock price increases to achieve the award. We believe this award structure aligns our executives’ interests with those of the votes cast were in favor of the advisory (non-binding) say on pay vote to approveCompany and our executive compensation program. As approved by our stockholders at the 2011 annual meeting of stockholders, we hold an advisory say on pay vote once every three years. As a result, the next say on pay advisory vote will be held at the 2017 annual meeting of stockholders.

20152019 Elements of Executive Compensation

During 2015,2019, the compensation of our NEOs included the following components:

Base Salaries

Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of all of our NEOs. Base salaries for our NEOs typically have been negotiated as a part of the employment agreements with our NEOs at the outset of employment. From time to time, consistent with our executive compensation program objectives, base salaries for our NEOs, together with other components of compensation, are evaluated for adjustment by our Compensation Committee based on an assessment of the overall achievement of corporate objectives, each NEO’s sustained performance and compensation trends in our industry. Each NEO’s employment agreement requires that his or her base salary be reviewed no less frequently than annually; however, none of our NEOs has an employment agreement that provides for automatic or scheduled increases in base salary.

In addition to the factors described above, the base salary for our Chief Executive Officer takes into account Mr. Winn’s equity ownership in RealPage and his continuing contributions as the founder of RealPage.

In February 2015,2019, our Compensation Committee conducted a review of our executive compensation program for purposes of evaluating compensation levels for our executives for 2015.2019. Based on the considerations described above in “Executive Compensation — Compensation Discussion and Analysis — Compensation Decision-Making Process,” our Compensation Committee approved base salaries for Mr. Winn, Mr. Chaney,Ernst, Ms. Glover, Mr. HillMonk and Mr. Rolley,Chaney, each to be effective as of March 1, 2015.2019, as outlined below. Because Mr. MonkHill’s resignation was promoted to Chief Legal Officereffective as of January 2019, his compensation was not considered in May 2015, and the Compensation Committee approved his base salary for the remainder of 2015 at that time.February 2019.

Performance-Based Cash Bonuses

OurIn 2019, our NEOs participateparticipated in our annualnon-equity management incentive plans, along withwhich also apply to our other senior managers. Our annual management incentive plans are intended to provide cash compensation to our NEOs and senior managers for their contribution to the achievement of our strategic, operational and financial objectives. Our NEOs earn amounts under our management incentive plans based on our achievement of financial performance objectives, includingnon-GAAP total revenue and adjusted EBITDA targets and product family specific revenue and profit targets for those participants of our management incentive plan that have direct responsibility over the operations specific to one of our product families, and an assessment of the NEO’s individual performance. OurIn February 2019, our Compensation Committee approves management incentive plans each year that outlineapproved the goals related to 2019 under the Management Incentive Plan (the “2019 MIP”), which outlines overall corporate objectives for the fiscal year in addition to establishing guidelines for calculating management incentive plan bonuses in the event that performance objectives are partially achieved or exceeded.

Our Chief Executive Officer’s performance-based cash bonus is provided under the terms of a separate plan approved by the Company’s Stockholders that is designed to qualify payments as performance-based

compensation for purposes of Section 162(m) of the Internal Revenue Code (the “162(m) Qualified MIP”). During 2015, Mr. Winn’s The financial performance targets under such planfor the 2019 MIP were identical to thosebased on our achievement of our other NEOs. The 162(m) Qualified MIP requires that thefinancial performance bonus, up to the maximum potential, is funded only ifobjectives by the Company, achieves minimum target includingnon-GAAP total revenue and adjusted EBITDA levels. The actual bonus for Mr. Winn is determined based on Compensation Committee evaluationtargets, and an assessment of each NEO’s individual performance. In assessing an executive’s individual performance, againstwe consider the 162(m) Qualifiedexecutive’s level of job responsibilities, the prior performance of the executive, the executive’s experience and tenure, compensation of the other RealPage executive officers and the expected future contributions of the executive.

Participants in the 2019 MIP performance criteria. Except with respect to our Chief Executive Officer’s cash bonus, management incentive bonuses were paid under the 2015 Management Incentive Plan (the “2015 MIP”), which may be paid out quarterlyreceive an advance payout on a proportional basis based on progression towards the annual achievement of performance objectives.objectives for the 2019 MIP. These amounts may be paid on a

quarterly basis during the performance period, and they may not be paid in every quarter based upon progression toward the annual achievement of objectives at such quarter end. The actualfull-year annual cash bonuses paid to participants under our 20152019 MIP with respect to a particular fiscal year are adjusted at year end based on actual achievement of both financial and individual performance objectives.

As a public company, if we are required to restate our financial results due to material noncompliance with any financial reporting requirements under the federal securities laws, as a result of misconduct, the chief executive officer and chief financial officer may be legally required to reimburse the Company for certain bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002. Additionally, we will implement a Dodd-Frank Wall Street Reform and Consumer Protection Act compliant clawback policy as soon as the SEC adopts rules that set forth the requirements for such clawback policies.

In February 2015, the Compensation Committee approved the continued participation by Mr. Winn in the Company’s 162(m) QualifiedThe 2019 MIP and Performance Goals (as defined in the 162(m) Qualified MIP) related to such plan for 2015. The target bonus for Mr. Winn for 2015 under the 162(m) Qualified MIP was 100% of Mr. Winn’s base salary, with a maximum bonus potentialfor Mr. Ernst was 70% of 200%base salary, for Ms. Glover was 70% of Mr. Winn’s target bonusbase salary, for achieving financial and individual performance objectives in excess of the targets and a minimum bonus potential of 0% of Mr. Winn’s target bonus. In February 2015, the Compensation Committee also approved the 2015 MIP. Our NEOs, other than Mr. Winn, participated in the 2015 MIP. The 2015 MIP target bonus for each of Mr. Chaney, Mr. Hill and Mr. Monk was 50% of such NEO’s base salary, withand for Mr. Chaney was 60% of base salary. Each NEO had a maximum bonus potential of 200% of such NEO’s target bonus, for achieving financial and individual performance objectives in excess of the targetsapplicable target, and a minimum bonus potential of 0% of such NEO’s target bonus. The 2015 MIP target bonus for Mr. Rolley was 75% of his base salary with a maximum bonus potential of 200% of his target bonus for achieving financial and individual performance objectives in excess of the targets and a minimum bonus potential of 0% of his target bonus. In 2015, Mr. Chaney and Mr. Hill also received one-time special bonuses in the amount of $146,598 and $158,698, respectively, in recognition of their individual performance and achievement.

The performance metrics for our NEOs under the 162(m) Qualified MIP and the 2015 MIP were the same as the performance metrics under our management incentive plans for prior years and consisted of the following:

For each of Mr. Winn, Mr. Hill,Ernst, Mr. Monk and Mr. Chaney, and Mr. Monk, the 20152019 performance targets fornon-GAAP total revenue, adjusted EBITDA and individual performance ratings waswere weighted 30%, 45% and 25%, respectively. For Mr. Rolley,Ms. Glover, the achievement of 2015 bonus2019 performance targets fornon-GAAP total revenue, adjusted EBITDA, and individual performance ratings were weighted 45%, 30% and 25%, respectively.

The 162(m) Qualified MIP and the 2015 MIP target for non-GAAP total revenue for 2015 was $470 million and the target for adjusted EBITDA was $90 million. The minimum targets required to be achieved for any payouts under the 2015 MIP were $455 million in non-GAAP total revenue and $85 million in adjusted

EBITDA. The charts below set forth our 162(m) Qualified MIP’s and 2015 MIP’s non-GAAP total revenue and adjusted EBITDA for 2019 were increased significantly from the actual results achieved on such measures in 2018, to reflect the growth of our business. The table below summarizes the minimum, target and maximum performance targets, the non-GAAP revenue and percentage of target non-GAAP revenue actually achieved,level and the adjusted EBITDA and percentage of target adjusted EBITDA actually achieved.actual results for each performance measure for 2019.

The performance metrics employed in the 162(m) Qualified MIP and 20152019 MIP are adjusted from total revenue and EBITDA metrics calculated in accordance with Generally Accepted Accounting Principles (“GAAP”) as follows:

Non-GAAP Total Revenue. total revenue: We define thisThis metric as total GAAP revenue plusis calculated by adding acquisition-related and other deferred revenue adjustment.to total revenue. We believe it is useful to include deferred revenue written down for GAAP purposes under purchase accounting rules in order to appropriately measure the underlying performance of our business operations in the period of activity and associated expense. Further, we believe this measure is useful to investors as a way to evaluate our ongoing performance.

Adjusted EBITDA: We define Adjusted EBITDA as net income, plus (1) acquisition-related deferred revenue, (2) depreciation, asset impairment, and the loss on disposal of assets, (3) amortization of product technologies and intangible assets, (4) change in fair value of equity investment, (5) loss due to cyber incident, net of recoveries, (6) acquisition-related expense, (7) organizational realignment costs, (8) regulatory and legal matters, (9) stock-based expense, (10) interest expense, net, and (11) income tax expense (benefit). We definebelieve that investors and financial analysts find this metric as net (loss)non-GAAP financial measure to be useful in analyzing our financial and operational performance, comparing this performance to our peers and competitors, and understanding our ability to generate income plus acquisition-related and other deferred revenue adjustments, depreciation and asset impairment, loss on salefrom ongoing business operations.

As a result of assets, amortization of intangible assets, net interest expense, income tax (benefit) expense, stock-based compensation expense, any impact related to certain litigation such asthe calculations described above, our prior litigation with Yardi Systems, Inc. (including related insurance litigation and settlement costs) and acquisition-related expense.

Based on our Compensation Committee’s quarterly and year-end reviews of progress toward the established 2015 performance objectives, the Compensation Committee determined that 20152019 performance objectives were partially achieved and directed payments of the following bonuses to our NEOs pursuant to the 162(m) Qualified Plan or2019 MIP. In making such determinations, the 2015 MIP:Compensation Committee reviewed the Company’s achievement of the targets fornon-GAAP total revenue and adjusted EBITDA, as well as the individual performance of each NEO in 2019. The variations described below are based upon the Compensation Committee’s assessment of each individual NEO’s performance during 2019. Because Mr. Chaney’s resignation was effective as of January 13, 2020 and prior to payment of bonuses, he received only a quarterly payout in

October 2019, which represented a proportional progression payment towards the anticipated annual achievement of performance objectives for the 2019 MIP bonus payment for 2019.

Long-Term Equity Incentive Awards

Our equity award program is the primary vehicle for offering long-term incentives to our NEOs. Historically, ourIn 2019, the equity awards to our NEOs wereconsisted of restricted stock awards. We believe that equity-based compensation in the form of stock options. Beginning in November 2010, our Compensation Committee began granting equity awards consisting of a combination of stock options and restricted stock awards. In 2015, equity awards to our NEOs included:

We believe that equity-based compensation provides our NEOs with a direct interest in our long-term performance, creates an ownership culture and aligns the interests of our NEOs and our stockholders.

During 2015,In providing long-term incentives for our Chief Executive Officer, our Compensation Committee awardedgranted to the NEOs other than Mr. Winn grants for options which vest over a three-year period. Our Compensation Committee views stock option grants as “pay for performance” because recipients are only able to realize value from the options granted if the stock price increases. During 2015, our Compensation Committee also granted to each of our NEOs100% performance-based equity incentives in the form of market-based restricted stock awards that become eligible to vest only if the trading price of our common stock rises to specified levels within a designated time period, and exceeds those levels for a20-day trading period. The stock price targets require significant stock price increases in order to vest, and thus are tied directly to our market performance. The market-based awards have eligibility and vesting terms based upon achievement ofpre-determined performance objectives at threshold, target, exceed and maximum performance levels. Once the applicable performance level is achieved, the associated portion of the award becomes eligible to vest in quarterly installments over aone-year period. The threshold, target, exceed and maximum performance levels correspond to 25%, 40%, 60% and 80% increases, respectively, in our stock price prior to July 1, 2022 in order to achieve at each such performance level. The stock price targets must be achieved and sustained over a period of 20 consecutive trading days, which we believe is an appropriate time period because it is a significant and sustained period of time andtime. One fourth of the market-based awards become eligible to vest for achievement at each of these performance targets. Once shares become eligible to vest under such award, they also contain an additional retentive time-based restricted stock grantscomponent, whereby such shares vest in quarterly increments over aone-year period thereafter (subject to the NEOs other than Mr. Winn. Theacceleration of vesting on July 1, 2022 for any then-unvested shares that became eligible to vest prior to that date). Our Compensation Committee views time-basedthese market-based restricted stock awards as beneficial for further aligningdirectly linking achievement of our NEOs interest in theperformance and stock price to our Chief Executive Officer’s long-term performance of the Company. Our Compensation Committee views performance-based restricted stock awards asincentive compensation, and thus they are “pay for performance” because such awards havecompensation having value only if the stock price increases to specified levels as described under “Executive compensation —the target.

In February 2019, our Compensation Tables — Grants of Plan-Based Awards.”

Consistent with the terms of our equity awardsCommittee granted to ourthe NEOs other employees,than Mr. Winn a combination of market-based and time-based restricted stock options andawards. The market-based restricted stock awards had the same performance criteria as those for Mr. Winn described above.

The time-based awards of restricted stock granted to our NEOs prior to 2014 typically vestedother than Mr. Winn in 2019 vest quarterly over a four-year period. In February 2014, our Compensation Committee adopted a three-year vesting period, for stock option grants and restricted stock awards grantedsubject to our employees, including our NEOs.continued service to the Company. We believe that the three-year vesting period furthers our objective of executive retention as it provides an incentive to our executives to remain in our employ during the vesting period, and is lineconsistent with competitive practice among our peers. All stock options and restricted stock awards granted in 2015 vest in accordance with one of the following vesting schedules, subject in each case to the grantee’s continued service through each applicable vesting date and other terms set forth in the applicable award agreement:

•

Time-Based Restricted Stock Awards:Restricted stock awards with time-based vesting vest in equal quarterly installments over 12 consecutive quarters commencing on the first day of the calendar quarter immediately following the grant date.

Our Compensation Committee typically grants equity awards to Mr. Winn and our other NEOs annually during the first quarter of the year, in connection with its annual review of our executive and employee compensation program, generally, and its assessment of achievement of prior-year performance targets for payments of cash bonuses under our management incentive plans as described under “Executive Compensation — Compensation Discussion and Analysis — 20162019 Elements of Executive Compensation Determinations.— Performance-Based Cash Bonuses.”

In determining the value of the equity grants for our Chief Executive Officer in 2019, our Compensation Committee considered comparative data for both the size of annual equity awards and total equity ownership of Chief Executive Officers employed by companies in our 2019 Peer Group, our overall achievement of corporate objectives, the Chief Executive Officer’s individual performance objectives, the achievement of certain strategic initiatives, the amount of equity previously awarded to the Chief Executive Officer, and the vesting of previous awards. In determining the value of equity grants to our NEOs other than our Chief Executive Officer in 2015,2019, our Compensation Committee considered comparative data for both the size of annual equity awards and total equity ownership of executives employed by companies in our Selectthe 2019 Peer Group, our overall achievement of corporate objectives, the applicable NEO’s achievement of individual performance objectives, the achievement of certain strategic initiatives, the amount of equity previously awarded to the NEO, the vesting of previous awards, and the recommendations of our Chief Executive Officer. In determining the size of the equity grants for our Chief Executive Officer in 2015, our Compensation Committee considered comparative data for both the size of annual equity awards and total equity ownership of Chief Executive Officers employed by companies in our Select Peer Group, our overall achievement of corporate objectives, the Chief Executive Officer’s individual performance objectives, the achievement of certain strategic initiatives, the amount of equity previously awarded to the Chief Executive Officer, and the vesting of previous awards.

The amount and terms of the stock options and restricted stock we granted to our NEOs in 20152019 are more fully described under “Executive Compensation — Compensation Tables — Grants of Plan-Based Awards.”

Benefits and Other Compensation

Our NEOs are eligible to participate in broad-based employee benefit plans, which are provided to all eligible U.S.-based employees. These plans include a group medical program, a group dental program, life insurance, disability insurance, flexible spending accounts and a 401(k) retirement savings plan. Additional benefit programs offered to our NEOs and all full-time U.S.-based employees include programs forjob-related educational assistance, group term life insurance equivalent to 1.5 times an employee’s annual base salary up to a $600,000 maximum, and an employee assistance program. Our NEOs are also entitled to receive reimbursement forof up to $3,500 per year for medical benefits to be used toward preventative medical expenses, including annual physical examinations.

We believe these benefits are consistent with the benefits offered by companies with which we compete for employees, including executive officers, and are necessary to attract and retain qualified individuals for those roles.

Perquisites

We believe that cash and equity compensation are the two key components in attracting and retaining management talent and therefore do not provide any substantialadditional perquisites to our NEOs.

20162020 Compensation Determinations

In October 2019, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”), an executive compensation consulting firm, to provide advice regarding the structure of executive compensation for 2020 as well as competitive data on base salary, target total cash compensation and long-term incentives. Meridian replaced PM, which had previously provided services to the Compensation Committee. Prior to engaging Meridian, our Compensation Committee conducted a specific review of its relationship with Meridian and determined that Meridian’s work for the committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Act, and by the SEC and NASDAQ rules. Meridian reports directly to our Compensation Committee Chair, takes direction from our Compensation Committee, and does not provide RealPage with any services other than the services provided at the request of our Compensation Committee. Our Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.

In February 2016 the2020, our Compensation Committee performed a competitive assessment and evaluated the elements of the Company’sour executive compensation program and the performance of the CompanyRealPage and each of the NEOs in 2015. The2019. In the first quarter of 2020, Meridian performed a comprehensive peer group review and our Compensation

Committee also reviewed a revised Select2020 Peer Group of 1918 companies. We removed athenahealth, Inc., Ellie Mae, Inc., Medidata Solutions, Inc., SS&C Technologies Holding Inc., and The Ultimate Software Group, Inc. from our peer group, either because they are no longer publicly traded companies updated fromor due to increasing divergence with respect to operating size, and added ANYSYS, Inc., Black Knight, Inc., Jack Henry & Associates, Inc. and WEX Inc., reflecting our view that inclusion of these companies improves comparability between us with respect to the prior yearindustry, operating size and valuation, as these companies are relevant comparators to in light of mergerus with respect to the industry, operating size and acquisition activity within our sector. Advent Software and Dealertrack Technologies were removed from the Select Peer Group, while Epiq Systems, HomeAway and Qlik Technologies were added.valuation. As in 2015,2019, the peer group for 20162020 compensation was used in combination with other survey data to analyze compensation trends. See “Compensation“Executive Compensation — Compensation Discussion and Analysis — Competitive Positioning.” In February 2016,2020, our Compensation Committee approved the following elements of compensation for each of the NEOs for 2016.2020.

Base Salaries

In February 2016,2020, our Compensation Committee conducted a review of our executive compensation program for purposes of evaluating compensation levels for our executives for 2016.2020. Based on the considerations described above in “Executive Compensation — Compensation Discussion and Analysis — Compensation Decision-Making Process,” our Compensation Committee approved the following base salaries to be effective as of March 1, 2016. Based on our Compensation Committee’s assessment of the various consideration described above, including competitive and peer group considerations, the Compensation Committee determined the following base salary levels for 2016:2020:

Performance-Based Cash Bonuses

In February 2016, the2020, our Compensation Committee approved the continued participation ofby Mr. Winn in the 162(m) Qualified MIP and participation by theour other NEOs in a management incentive planthe Management Incentive Plan for 20162020 (the “2016“2020 MIP”). The 20162020 target bonus under the 162(m) Qualified2020 MIP for Mr. Winn is 100% of his base salary with a maximum bonus potential of 200% of target bonus for achieving financial and individual performance objectives in excess of the targets, and a minimum bonus potential of 0% of Mr. Winn’s target bonus. The 20162020 MIP target bonus for each of Mr. Chaney, Mr. HillErnst is 70%, for Ms. Glover is 80%, and for Mr. Monk is 50%55%, of such NEO’s base salary with a maximum bonus potential of 200% of such NEO’s target bonus for achieving financial and individual performance objectives in excess of the targets, and a minimum bonus potential of 0% of such NEO’s target bonus. The 2016 MIP target bonus for Mr. Rolley is 87.5% of Mr. Rolley’s base salary with a maximum bonus potential of 200% of his target bonus for achieving financial and individual performance objectives in excess of the targets, and a minimum bonus potential of 0% of his target bonus.

The performance metrics for our NEOs under the 20162020 MIP will be the same as the performance metrics under our 2015 MIP, and consist of the following:

Long-Term Equity Incentive Awards

In February 2016,March 2020, our Compensation Committee approved grants under our 2010 Equity Incentive Plan to Mr. Winn and our other NEOsconsisting of 100% performance-based equity incentives in the form of market-based restricted stock awards that become eligible to

vest only if the trading price of our common stock rises to specified levels during a designated time period, and exceeds those levels for a sustained20-day trading period. Similar to the 2019 awards, the stock price targets require significant price increases in order to become eligible to vest, and thus are tied directly to our performance. The market-based awards have eligibility and vesting terms based upon achievement of

pre-determined performance objectives at threshold, target, exceed and maximum performance levels. The threshold, target, exceed and maximum achievement levels correspond to 25%, 40%, 60% and 80% increases, respectively, in our stock price prior to July 1, 2023, in order to achieve at each such performance level. One fourth of the market-based awards become eligible to vest at each of these achievement levels. Once shares become eligible to vest under such award, they also contain an additional retentive time-based component, whereby such shares vest in quarterly increments over aone-year period thereafter (subject to acceleration of time. vesting on July 1, 2023 for any then-unvested shares that became eligible to vest prior to that date).

In addition, in February 2016 the2020, our Compensation Committee also approved grants under our 2010 Equity Incentive Plan of a combination of market-based and time-based restricted stock awards to each ofMr. Ernst, Ms. Glover and Mr. Monk. The market-based awards granted to Mr. Ernst, Ms. Glover and Mr. Monk had the NEOs other thansame four-tier achievement requirements as those awarded to Mr. Winn. TheseThe time-based awards were as follows:of restricted stock granted to Mr. Ernst, Ms. Glover and Mr. Monk in 2020 vest quarterly over a three-year period, subject to continued service to the Company.

The total awards for such NEOs are listed below. The number of shares stated below are the maximum number of shares such NEO would earn (i) in the case of market-based awards, at the maximum achievement level (80% increase in stock price); and (ii) for time-based awards, assuming all vesting over the three-year vesting period.

20162020 GRANTS FOR PLAN BASED AWARDS

These restricted stock awards vest in accordance with the following vesting schedule, subject in each case to the grantee’s continued service through each applicable vesting date and other items set forth in the applicable award agreement:

In a departure from prior years, in 2016 the Compensation Committee determined not to grant stock options to executives or other employees as part of the Company’s 2016 compensation program. The Compensation Committee based this change on analysis of market compensation trends, a desire to reduce the number of shares of stock required to fund awards granted, and research and advice provided by its compensation consultant.

Other Executive Compensation Considerations

Trading Controls and Hedging, Short Sale and Pledging Policies under our Insider Trading Policy

All employees, including our NEOs, directors and agents of the CompanyRealPage are required to receive permission from the Companyus and certify they are not in possession of any materialnon-public material inside information prior to entering into any transactions in Companyour securities, including, but not limited to, gifts, grants and transactions involving derivatives. Generally, trading is permitted only during announced trading periods. Employees who are subject to trading restrictions, including our NEOs, may enter into trading plans under Rule10b5-1 of the Exchange Act. These trading plans may be entered into only during an open trading period and must be approved by the Company. The Company requires trading plans to include a waiting period and any trading plan may not be amended once it is put into effect.us. Any employee, including any executive officer or affiliatedirector, bears full responsibility if he or she violates Companyour policy by permitting shares to be bought or sold without preapproval or when trading is restricted. All of our employees, including our executive officers, directors and agents are prohibited by our Insider Trading Policy from pledging Companyour securities or from entering into hedging and short sale transactions with respect to Company securities pursuant to our Insider Trading Policy.securities.

Clawback Provisions

Our equityEquity awards granted to our NEOs under our 2010 Equity Incentive Plan contain provisions under which the executives may be required to forfeit equity awards or profits from equity awards if they engage in certain conduct including, but not limited to, violations of Companyour policies. Awards granted under the 2010 Equity Incentive Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the plan

administrator may impose other clawback, recovery or recoupment provisions in an award agreement as the plan administrator determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of our common stock or other cash or property uponif it is determined that the occurrence of cause.participant violatednon-compete, trade secret and confidentiality, or other provisions in the award agreement.

We intend to implement a Dodd-Frank Act compliant clawback policy as soon as the SEC adopts rules that set forth the requirements for such clawback policies and as such rules become effective for us.

Executive Stock Ownership

Our Chief Executive Officer held approximately 31.79 %12.44% of our outstanding shares of common stock as of the Record Date. All other directors and executive officers also held shares as of the Record Date. See “Security Ownership.” Effective October 23,In 2014, our Board adopted a Stock Ownership Guidelines Policy that suggests minimum stock ownership guidelines for our Chief Executive Officer. The minimum stock ownership target suggested by the guidelines is based on a multiple of five times the Chief Executive Officer’s annual base salary. This policy also suggests that our Chief Executive Officer achievehold the suggested minimum stock ownership target within three years of the adoption of such guidelines with respect to our current Chief Executive Officer or three years following appointment with respect to any successor. Our Chief Executive Officer’s stock ownership exceeds the suggested minimum stock ownership threshold.

Severance and Change in Control Benefits

Our employment agreements with our NEOs provide for payments and other benefits in the event of termination of employment in certain circumstances. For a description of these payments and other benefits, see “Executive Compensation — Potential Payments on Termination or Change in Control.”

We believe that these severance arrangements help us to attract and retain key management talent in an industry where there is significant competition for management talent. We believe that entering into these agreements helps the NEOs maintain continued focus and dedication to their assigned duties and maximizeshelps maximize stockholder value. The terms of these agreements were determined after review by our Compensation Committee of our retention goals for each NEO, as well as analysis of market data, similar agreements established by our Select Peer Grouppeer group and applicable law.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code generally disallows public companies a tax deduction for certain compensationfederal income tax purposes of remuneration in excess of $1.0$1 million per year paid by a publicly held company to itsthe chief executive officer or any of its threeand certain other most highly paidcompensated executive officers (other thanin any taxable year. For tax years beginning before January 1, 2018, remuneration in excess of $1 million was deductible if it qualified as “performance-based compensation” within the company’s chief financial officer). Qualifyingmeaning of Section 162(m) of the Internal Revenue Code. The exemption from Section 162(m)’s deduction limit for performance-based compensation is not subject to the deduction limitation if specified requirements are met. We generally intend to structure the performance-based portion of our executive compensation, when feasible, to comply with exemptions in Section 162(m) sohas been repealed, effective for taxable years beginning after December 31, 2017, such that the compensation remains taxpaid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to us. We believecertain arrangements in place as of November 2, 2017, that it is important to preserve flexibility in administering our compensation programs and have not adopted a policy that allbeen subsequently materially modified. While our Compensation Committee is mindful of the benefit of being able to fully deduct the compensation must qualify as deductible under Section 162(m). Amounts paid under our compensation programs may be determined not to so qualify. We have adopted the 162(m) Qualified MIP, which was approved by our stockholders at the 2014 annual meeting, to attempt to qualify payments in future years under as deductible “performance-based compensation” for purposes of Section 162(m). We also structured the performance-based restricted stock awards with market based vesting to our NEOs, our Compensation Committee believes that we should retain the flexibility to provide compensation to our NEOs that is not fully tax deductible when it believes that such payments are appropriate to attract and retain executive talent or meet other business objectives. Our Compensation Committee intends to continue to compensate our NEOs in 2015a manner consistent with the best interests of our company and our stockholders even if any portion of such compensation isnon-deductible.

In addition to qualify as deductible “performance-based compensation” for purposesconsidering the tax consequences, the Compensation Committee considers the accounting consequences of Section 162(m). We do not guarantee that any executive compensation intended to qualify as deductible performance-based compensation under Section 162(m) so qualifies.its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.

COMPENSATION COMMITTEE REPORT*

TheOur Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by RegulationS-K Item 402(b) (the “CD&A”) with management and based upon such review and discussion, theour Compensation Committee recommended to theour Board that the CD&A be included in our Proxy Statement.

CEO PAY RATIO DISCLOSURE

As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our “median employee” and that of our CEO, Mr. Stephen T. Winn. We believe the pay ratio information provided below is a reasonable estimate calculated in a manner consistent with the pay ratio disclosure rules.

For fiscal year 2019, our last completed fiscal year, we performed the following calculations in order to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee.” The methodology and the material assumptions, adjustments, and estimates that we used were as follows:

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of our Compensation Committee are set forth in “Governance — Board and Committee Governance — Board Committees.” None of the members of our Compensation Committee is an officer or employee of the Company,RealPage, was an officer or employee of the CompanyRealPage during 2015,2019, or was formerly an officer of the Company.RealPage. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation of our NEOs during the years ended December 31, 2015,2019, December 31, 20142018 and December 31, 2013.2017. Additional information relevant to this table is set forth below at “Executive Compensation — Supplemental Information Regarding Arrangements with Executive Officers.”