SPROUT SOCIAL, INC.

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 20232024 annual meeting of stockholders of Sprout Social, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Monday,Wednesday, May 22, 20232024 at 9:10:00 a.m. Central Time.

The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast. You will be able to virtually attend and listen to the Annual Meeting live, submit questions and vote your shares electronically at the Annual Meeting. In order to virtually attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting—What do I need to do to attend the Annual Meeting virtually?”

The Notice containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 7, 20238, 2024 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You are encouraged to read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Our Annual Meeting will be conducted via live audio webcast and online stockholder tools. We are excited to be using the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. We believe this is the right choice for a company with a global reach and worldwide stockholder base. We also believe a virtual annual meeting allows more stockholders (regardless of physical location, size or resources) to have direct access to information in real time, while saving the Company and our stockholders time and money and reducing the environmental impact of our Annual Meeting, especially as physical attendance at stockholder meetings generally has dwindled. We remain very conscious of any concerns that virtual meetings may diminish stockholder’s voice or reduce accountability. Accordingly, we have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us during the Annual Meeting so they can ask questions of our board of directors and management. We plan to answer questions that comply with the meeting rules of conduct as they come in and address those asked in advance as time permits. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. A replay of the meeting will be made publicly available on www.virtualshareholdermeeting.com/SPT2023.SPT2024.

Other than the three items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. You may be asked to consider any other business that properly comes before the Annual Meeting.

Stockholders of Record: Shares Registered in Your Name

If shares of our common stock are registered directly in your name with our transfer agent then you are considered to be the stockholder of record with respect to those shares, and the Notice will be provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy and indicate your voting choices directly to the individuals listed on the proxy card or to vote virtually at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders

If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice will be forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares in the manner provided in the voting instructions you receive from your broker, bank or other nominee.

If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Street name stockholders are also invited to virtually attend the Annual Meeting. However, because a street name stockholder is not the stockholder of record, you may not vote your shares of our common stock virtually at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

Both stockholders of record and street name stockholders will be able to virtually attend the Annual Meeting via live audio webcast and submit questions during the meeting. For more information on how to virtually attend the Annual Meeting, please see the section titled “What do I need to do to attend the Annual Meeting virtually?”

* Because this vote is advisory only, it will not be binding on us or on our board of directors. However, our board of directors and compensation committee will consider the outcome of the vote when making future decisions regarding executive compensation.

Voting results will be tabulated and certified by the inspector of election appointed for the Annual Meeting.

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold anthe annual meeting and conduct business under our Bylaws and Delaware law. The presence, including by proxy, of the holders of a majority in voting power of all issued and outstanding shares of our commoncapital stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

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

For more information on how to attend and vote at the Annual Meeting, please see “What do I need to do to attend the Annual Meeting virtually?”

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. As discussed above, if you are a street name stockholder, you may not vote your shares electronically at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast and submit their questions during the meeting and vote their shares electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/SPT2023.SPT2024. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card.

The Annual Meeting live audio webcast will begin promptly at 9:10:00 a.m. Central Time on Monday,Wednesday, May 22, 2023.2024. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:9:45 a.m. Central Time, and you should allow ample time for the check-in procedures.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting platform log in page. Please be sure to check in by 8:9:45 a.m. Central Time on May 22, 2023,2024, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins.

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

If you are a street name stockholder, your broker, bank or other nominees can provide you with instructions on how to change your vote.

Proxies are solicited by and on behalf of our board of directors. Justyn Howard (our Chairman and Chief Executive Officer), Joe Del Preto (our Chief Financial Officer and Treasurer) and Heidi Jonas (our General Counsel and Secretary) have been designated as proxy holders by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 7, 2023,8, 2024, to all stockholders entitled to vote at the Annual Meeting.

Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and the costs of our annual meetings of stockholders.

You may receive more than one Notice, more than one e-mail or multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice, a separate e-mail or a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one Notice, more than one e-mail or more than one proxy card. To vote all of your shares by proxy, you must complete, sign, date and return each proxy card and voting instruction card that you receive and vote over the Internet the shares represented by each Notice that you receive (unless you have requested and received a proxy card or voting instruction card for the shares represented by one or more of those Notices).

Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks and other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.2024. Your broker, bank or other nominee will not have discretion to vote on the remaining proposals, which are “non-routine” matters, absent direction from you. If the broker, bank or other nominee that holds your shares in “street name” returns a proxy card without voting on a non-routine proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” “Broker non-votes” are considered in determining whether a quorum exists at the Annual Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Annual Meeting is explained above.

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20242025 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 8, 2023.9, 2024. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

If a stockholder who has notified us of their intention to present a proposal at an annual meeting does not appear to present their proposal at such annual meeting, such nomination shall be disregarded and we are not required to present the proposal for a vote at such annual meeting.

Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that for business to be properly brought before an annual meeting by a stockholder, the business (i) must constitute a proper matter for stockholder action and (ii) must be properly brought before the meeting by a stockholder who was a stockholder of record at the time of the notice given and at the time of the annual meeting and who is entitled to vote at the meeting. The stockholder must provide timely written notice to our Secretary, which notice must contain the information specified in our Bylaws. To be timely for our 20242025 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:

In the event that we hold our 20242025 annual meeting of stockholders more than 30 days before or more than 70 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no later than:

If a stockholder who has notified us of their intention to present a proposal at an annual meeting does not appear to present their proposal at such annual meeting, such nomination shall be disregarded and we are not required to present the proposal for a vote at such annual meeting.

Our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. The stockholder must also give timely notice to our Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement. For additional information regarding stockholder recommendations for director candidates, please see “Board of Directors and Corporate Governance—Stockholder Recommendations and Nominations to the Board of Directors.”

You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. A copy of our Bylaws is available via the SEC’s website at https://www.sec.gov. You may also contact our Secretary at the address set forth above for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Our business affairs are managed under the direction of our board of directors, which is currently composed of seven members. All of our directors, other than Justyn Howard, our Chairman and Chief Executive Officer (“CEO”), and Aaron Rankin, our Co-Founder and former Chief Technology Officer, are independent within the meaning of the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”). Our board of directors is divided into three classes of directors each serving a staggered three-year term. At each annual meeting of stockholders, a class of directors is elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the names, ages as of the Record Date, and certain other information for each of the members of our board of directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our board of directors. Full biographical information is below.

The nominating and corporate governance committee, in recommending director candidates for election to the board of directors, and the board of directors, in nominating director candidates, considers candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments.

In evaluating director candidates, the nominating and corporate governance committee and the board of directors may also consider the following criteria as well as any other factor that they deem to be relevant:

In addition, the board of directors will consider whether there are potential conflicts of interest with the candidate’s other personal and professional pursuits. The board of directors monitors the mix of specific experience, qualifications and skills of its directors in order to assure that it, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

Director since 2011

Age 7172

Mr. Collins holds a Bachelor’s degree in Industrial Engineering from Iowa State University and a Master’s degree in Business Administration from the Wharton School of the University of Pennsylvania. Mr. Collins is also a Certified Public Accountant. We believe that Mr. Collins is qualified to serve on our board of directors because of his extensive finance and software industry experience as well as his strong business acumen and leadership skills.

Co-Founder and Former Chief Technology Officer of Sprout Social, Inc.

Director since 2010

Age 4041

Mr. Rankin holds Bachelor’s and Master’s degrees in Information Systems from Carnegie Mellon University. We believe that Mr. Rankin’s in-depth knowledge of our business from serving as one of our founders and as our former Chief Technology Officer provides him with the qualifications and skills to serve on our board of directors.

Director since 20212019

Age 5662

Committees: CompensationAudit Committee, Nominating and Corporate Governance Committee (Chair)

Mr. StanleyMs. Walker holds a Bachelor’s degree with joint honors in Computer Sciencechemistry and business studies from North Carolina StateLoughborough University and Master’s degree inan honorary Doctorate of Business Administration from the Carlton School of Management at theSunderland University, of Minnesota.both in England. We believe Mr. Stanleythat Ms. Walker is qualified to serve on our board of directors because of his software executiveher extensive experience in sales, go-to-market strategy,the information technology industry and partnerships.her business expertise in marketing and digital experience.

The following tables describes the gender identity and demographic background of our board of directors.

We believe that the structure of our board of directors and its committees provides strong overall management of our Company. In accordance with our corporate governance guidelines, a copy of which is posted in the Corporate Governance section of our website at https://investors.sproutsocial.com, our board of directors does not currently have a policy as to whether the offices of the Chair of the Board and Chief Executive OfficerCEO should be separate. Our board of directors, in consultation with our nominating and corporate governance committee, believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership. Pursuant to our

Our corporate governance guidelines from timeprovide that if the Chair of the Board is not an independent director, our independent directors may designate one of the independent directors to time,serve as a lead independent director. Because Mr. Howard is our chair and chief executive officer, our board of directors, may determine thatincluding the independent directors, has appointed Mr. Barris to serve as our lead independent director. As lead independent director, Mr. Barris assists the chair of the board of directors should have a lead director who may perform such additional dutiesand board itself in assuring compliance with and implementation of the Company’s corporate governance guidelines, coordinates the agenda for and moderates sessions of the board’s non-management directors, acts as ourprincipal liaison between the non-management directors and the chair of the board of directors on sensitive issues and performs such other functions as the board may otherwise determine and delegate.

Our nominating and corporate governance committee will periodically consider our board of directors’ leadership structure and make recommendations to change the structure as it deems appropriate.

Currently, Mr. Howard serves as Chairman of the Board and Chief Executive Officer, and we do not have a lead independent director.Officer. As a co-founder of our Company, Mr. Howard is best positioned to identify strategic priorities, lead critical discussion and execute our business plans. The board of directors believes that this overall structure meets the current corporate governance needs and oversight responsibilities of the board of directors. Moreover, each of the directors, other than Messrs. Howard and Rankin, are independent. Mr. Howard and Mr. Rankin do not serve on any committees of the board of directors. The board of directors believes that the independent directors, including our lead independent director, provide effective oversight of management.

We have an active and engaged board of directors that is committed to fulfilling its fiduciary duty to act in good faith in the best interests of our Company and all of our stockholders. During our fiscal year ended December 31, 2022,2023, our board of directors held eightseven meetings (including regularly scheduled and special meetings) and each director attended at least 75% of the (i) total number of meetings of our board of directors held during the period for which they have been a director and (ii) the total number of meetings held by all committees of our board of directors on which they served during the periods that they served.

Under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge their responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the board and all committees on which the director sits. A director who is unable to attend a meeting of the board of directors or a committee is expected to notify the Chair of the board or the chair of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting. At our 20222023 annual meeting of stockholders held on May 25, 2022, every nominee and continuing member22, 2023, six members of the board of directors were in attendance.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.

Our audit committee consists of Mr. Collins and Mses. Moskowitz and Walker, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Our board of directors has also affirmatively determined that Mr. Collins and Mses. Moskowitz and Walker each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 and Nasdaq rules. Each member of our audit committee meets the financial literacy requirements under Nasdaq listing standards. Mr. Collins is the chair of our audit committee

The audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://investors.sproutsocial.com. During our fiscal year ended December 31, 2022,2023, our audit committee held four meetings.

Our compensation committee consists of Ms. Moskowitz and Messrs. Collins and Stanley, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. In addition, our board of directors has determined that Messrs. Collins and Stanley and Ms. Moskowitz are also “non-employee directors” as defined pursuant to Rule 16b-3 of the Exchange Act. Ms. Moskowitz is the chair of our compensation committee. Our compensation committee is responsible for, among other things:

The compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://investors.sproutsocial.com. During our fiscal year ended December 31, 2022,2023, our compensation committee held five meetings.

Our nominating and corporate governance committee consists of Ms. Walker and Messrs. Barris and Stanley, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Ms. Walker is the chair of our nominating and corporate governance committee. The nominating and corporate governance committee is responsible for, among other things:

The nominating and corporate governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://www.sproutsocial.com. During our fiscal year ended December 31, 2022,2023, our nominating and corporate governance committee held four meetings.

Our board of directors and each of its committees conduct periodic self-evaluations to determine whether they are functioning effectively and whether any changes are necessary to improve their performance. The nominating and corporate governance committee is responsible for overseeing such periodic self-evaluations.

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Our Bylaws provide that stockholders seeking to nominate candidates for election as directors at an annual or special meeting of stockholders must provide timely notice thereof in writing. To provide timely notice of a nomination at an annual meeting, a stockholder’s notice must generally be received in writing by the Secretary at our principal executive offices with such notice being served not less than 90 nor more than 120 days before the anniversary of the preceding year’s annual meeting. To be considered timely notice of a nomination at a special meeting, a stockholder’s notice must generally be received not more than 120 days prior to the special meeting nor later than the close of business on the later of (i) the 90th day prior to the special meeting and (ii) the 10th day following the day on which public announcement of the date of the special meeting of stockholders is first made.

With respect to director nominees, submissions must, among other requirements, include (i) such individual’s name, age and business address, (ii) such individual’s principal occupation or employment, (iii) the class(es) and number of shares of common stock directly or indirectly beneficially owned by such individual, (iv) any other information that must be disclosed pursuant to Regulation 14A under the Exchange Act and (v) any other information required under our Bylaws. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders

Although our Bylaws do not give our board of directors the power to approve or disapprove stockholder nominations of candidates to be elected at an annual meeting (although our board of directors does have the power to determine whether any such nomination has been made in accordance with our Bylaws), our Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company. Furthermore, our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees.

Eligible stockholders wishing to recommend a candidate for nomination should contact our Secretary in writing at Sprout Social, Inc., Legal Department, Attention: Secretary, 131 South Dearborn Street, Suite 700, Chicago, Illinois 60603. Such recommendations must include all of the information required by our Bylaws. For more information, see the section above titled “Questions and Answers About the Proxy Materials and Our Annual Meeting—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?”

Interested parties wishing to communicate with our board of directors or with an individual member or members of our board of directors may do so by writing to our board of directors or to the particular member or members of our board of directors, as applicable, and mailing the correspondence to our Secretary at Sprout Social, Inc., Legal Department, Attention: Secretary, 131 South Dearborn Street, Suite 700, Chicago, Illinois 60603.

Each communication should set forth (i) the name and address of the stockholder, as it appears in our records, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our Secretary, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chair of our board of directors.

We regularly monitor developments and trends in the area of corporate governance and review our processes and procedures in light of such developments. As part of those efforts, we review federal and state laws affecting corporate governance, as well as rules adopted by the SEC and Nasdaq and we consider industry best practices for corporate governance. We believe that we have in place corporate governance procedures and practices that are designed to enhance our stockholders’ interests.

Our board of directors has adopted our Corporate Governance Guidelines that address items such as:

In addition, our board of directors has adopted our Code of Ethics and Conduct Policy which applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and otherprincipal executive and seniorofficer, principal financial officers,officer, principal accounting officer or controller or persons performing similar functions, that addresses items such as:

The full text of our Corporate Governance Guidelines and our Code of Ethics and Conduct Policy is posted in the Corporate Governance section of our website at https://investors.sproutsocial.com. We will postintend to promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendmentsamendment (other than technical, administrative or other non-substantive amendments) to our Corporate Governance Guidelines,the Code of Ethics and Conduct Policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and relates to any waiverselement of ourthe code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Ethics and Conduct that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver.

On October 25, 2023, in accordance with Rule 10D-1 promulgated under the Exchange Act and Nasdaq Listing Rule 5608, our compensation committee adopted the Sprout Social, Inc. Incentive Compensation Recoupment Policy for(the “Clawback Policy”).

To further align management and stockholder interests, on February 16, 2024, the board of directors adopted the Sprout Social, Inc. Stock Ownership Guidelines (the “Stock Ownership Guidelines”) which are applicable to our non-employee directors and executive officersour Chief Executive Officer. The Stock Ownership Guidelines require that non-employee directors hold equity in the Company with a value equal to at least three times the annual board service cash retainer and the Chief Executive Officer own equity in the Company with a value equal to at least five times their annual base salary.

Compliance with the Stock Ownership Guidelines will be measured on the same website.last day of each calendar year. The applicable guideline of stock ownership is expected to be achieved by the end of the calendar year in which occurs the date that is five years after the later of (i) the effective date of the Stock Ownership Guidelines and (ii) the date the individual first becomes subject to the Stock Ownership Guidelines. If an individual fails to satisfy a guideline by the applicable date, the board of directors may take a number of actions as it determines appropriate, including prohibiting the individual from selling more than 50% of the remaining number of any shares acquired from the Company through the vesting or the exercise of equity awards after a portion of those shares are withheld and sold to pay applicable taxes and exercise prices, until the guideline is met.

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, competitive, legal and compliance, cybersecurity, privacy, platform and product innovation and reputational. We have designed and implemented processes to manage such risks. Although management is responsible for the day-to-day risks we face, one of the key functions of our board of directors is to oversee our risk management process. Our board of directors focuses on our general risk management strategy and the most significant risks facing us and oversees the implementation of risk mitigation strategies by management.

Our board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. The committees of our board of directors oversee and review risks that are inherent in their respective areas of oversight.

The board of directors periodically receives reports by each committee chair regarding the committee’s considerations and actions. The board of directors’ allocation of risk oversight responsibility may change from time to time based on the evolving needs of the Company.

Our audit committee is primarily responsible for reviewing our audit results, earnings releases, major financial risk exposures, internal controls over financial reporting, disclosure controls and procedures, related party transactions and legal and regulatory compliance. The audit committee oversees our independent auditors and our risk assessments and risk managements practices related to financial reporting, accounting and auditing matters.

Our compensation committee is primarily responsible for overseeing the management of risks associated with the Company’s compensation policies, programs and practices, including the review of an annual compensation risk assessment and whether any of the Company’s compensation policies, programs or practices encourage inappropriate risk-taking.

Our nominating and corporate governance committee is primarily responsible for reviewing our risks and exposures associated with board membership, structure, function, background, governance and overall effectiveness.

Our board of directors (or a committee delegated by our board of directors) will work on a periodic basis with our Chief Executive Officer to evaluate the Company’s succession plans for our Chief Executive Officer to ensure adequate succession plans are in place and periodically review the performance of our Chief Executive Officer.

Our board of directors is currently composed of seven members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, threetwo Class III directors will be elected for a three-year term to succeed the Class III directors whose terms are then expiring. Each director’s term continues until the election and qualification of their successor, or such director’s earlier death, resignation, disqualification or removal.

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Mr. BarrisMessrs. Howard and Mses. Moskowitz and WalkerStanley as nominees for election as Class III directors at the Annual Meeting. If elected, Mr. BarrisMessrs. Howard and Mses. Moskowitz and WalkerStanley will serve as Class III directors until our 20262027 annual meeting of stockholders, and until their successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Each of the nominees is currently a director of our Company and has agreed to serve if elected. For information concerning the nominees, please see “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. BarrisMessrs. Howard and Mses. Moskowitz and Walker.Stanley. We expect that each of Mr. BarrisMessrs. Howard and Mses. Moskowitz and WalkerStanley will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will not vote your shares on this matter.

Our Bylaws provide for plurality voting for the election of directors. “Plurality” means that the individuals who receive the largest number of “FOR” votes will be elected as directors. Broker non-votes will have no effect on the outcome of this proposal.

Full details of our plurality voting policy for director nominees are set forth in our Bylaws, which are available via the SEC’s website at https://www.sec.gov.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.

The following table sets forth information regarding the compensation earned by our non-employee directors for the year ended December 31, 2022.2023.

Under our non-employee director compensation policy effective for the fiscal year ended December 31, 2022,2023, our non-employee directors were eligible to receive cash compensation for service on the board of directors and additional annual cash compensation for committee membership, in each case, payable quarterly in arrears and pro-rated for partial quarters served, as follows:

In addition to cash compensation described above, under our non-employee director compensation policy effective for the fiscal year ended December 31, 2022,2023, new non-employee directors will each be eligible to receive an initial restricted stock unitRSU award with a grant date value of $360,000 on the date of their appointment or election to the board, which shall vest as to one-third (1/3) of the total number of RSUs subject to such award on the first anniversary of the date of grant and as to an additional 1/12th of the total number of RSUs subject to such award on each quarterly anniversary of the date of grant thereafter (and if there is no corresponding day, the last day of the month), subject to the non-employee director continuing in service on the board of directors through the applicable vesting date. Each director will also receive an annual restricted stock unitRSU award with a grant date value of $180,000 (with one-time prorated awards made to directors who were elected or appointed to the board of directors on a date other than an annual meeting, only with respect to the first annual meeting following the grant of such director’s award on their board service start date), which will generally vest in full on the day immediately prior to the date of our annual stockholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date. The vesting of the restricted stock unitRSU awards will accelerate and vest in full upon a change in control, as defined in the Sprout Social, Inc. 2019 Incentive Award Plan (the “2019 Equity Incentive Plan”).

Our audit committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2023.2024. PwC served as our independent registered public accounting firm beginning with our financial statements for the year ended December 31, 2017. Representatives of PwC will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

At the Annual Meeting, our stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2023.2024. Our audit committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance.

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the ratification of the appointment of PwC, your shares will be voted “FOR” the approval of the ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2023.2024. If you are a street name stockholder and you do not give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee may vote your shares on this matter.

The following table presents fees for professional audit services and other services rendered to our Company by PwC for our fiscal years ended December 31, 20222023 and 2021.December 31, 2022.

In our fiscal year ended December 31, 2022,2023, there were no other professional services provided by PwC, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PwC.

It is the policy of our audit committee to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. Our audit committee pre-approves services by authorizing specific projects within the categories outlined above, subject to a budget for each category. All services provided by PwC for our fiscal years ended December 31, 20222023 and 20212022 were pre-approved by our board of directors in accordance with this policy.

The ratification of the appointment of PwC as our independent registered public accounting firm requires more votes “FOR” than “AGAINST” the proposal. Abstentions will have no effect on the outcome of this proposal. We do not anticipate broker non-votes on this proposal. In the event that the proposal does not receive more votes “FOR” than “AGAINST,” our audit committee will reconsider whether or not to retain PwC. Notwithstanding the appointment of PwC and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our Company and our stockholders.

The audit committee’s general role is to assist our board of directors in monitoring our financial reporting process and related matters. The audit committee operates under a written charter approved by Sprout Social’s board of directors, which is available on Sprout Social’s website at https://investors.sproutsocial.com and contains its specific responsibilities. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with the applicable requirements for Nasdaq and the SEC rules. The audit committee reviews and assesses the adequacy of its charter and the audit committee’s performance on a periodic basis.

With respect to Sprout Social’s financial reporting process, Sprout Social’s management is responsible for (i) establishing and maintaining internal controls and (ii) preparing Sprout Social’s consolidated financial statements. Sprout Social’s independent registered public accounting firm, PwC, is responsible for performing an independent audit of Sprout Social’s consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Sprout Social’s financial statements. Those are fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the audit committee’s review and discussions with management and PwC, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Steven Collins (Chair)

Raina Moskowitz

Karen Walker

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

In accordance with Section 14A of the Exchange Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), we are providing our stockholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. As described in detail under the section titled “Compensation Discussion and Analysis,” our executive compensation program is designed to drive and reward performance and align the compensation of our named executive officers with the long-term interests of our stockholders. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative disclosure that follow for additional details about our executive compensation program, including information about the compensation of our named executive officers for the year ended December 31, 2022.2023.

This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific element of compensation but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this proxy statement. Our board of directors and our compensation committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.

Accordingly, our board of directors is asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting an advisory vote “FOR” the following resolution:

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to voting your shares, they will be voted “FOR” the approval of the advisory vote to approve the compensation of our named executive officers. If you are a street name stockholder and you do not give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will not vote your shares on this matter.

For this proposal to be approved, it must receive more votes “FOR” than “AGAINST” the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Because the vote is advisory, the result will not be binding on our board of directors or compensation committee. Nevertheless, the views expressed by our stockholders, whether through this say-on-pay vote or otherwise, are important to management and the board of directors and, accordingly, the board of directors and the compensation committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

The following table identifies certain information about our executive officers as of the Record Date. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

This Compensation Discussion and Analysis describes the material elements of our executive compensation program for 2022.2023. We also provide an overview of our compensation philosophy and objectives, our process for setting executive compensation, the key factors considered by our Compensation Committee and our Compensation Committee’s rationale for the specific compensation decisions of our named executive officers (our “named executive officers” or “NEOs”). Our NEOs for 20222023 were:

Sprout Social is a global leader in social media management and analytics software. Sprout Social’s unified platform puts powerful social data into the hands of more than 34,00031,000 brands so they can make strategic decisions that drive business growth and innovation. With a full suite of social media management solutions, Sprout Social offers comprehensive publishing and engagement functionality, customer care, connected workflows and AI-powered business intelligence. Sprout Social’s award-winning software operates across all major social media networks and digital platforms.

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide investorsstockholders with certain non-GAAP financial measures and customer metrics, including, but not limited to, non-GAAP operating income and ARR. For a description of each of these non-GAAP financial measures and a full reconciliation for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP, please see pages 77 through 79 of our 20222023 Annual Report on Form 10-K filed with the SEC on February 22, 2023.23, 2024.

Consistent with our performance and compensation objectives, for 2022,in 2023 and early 2024, our Compensation Committee took the following key actions relating to the compensation of our named executive officers for such year:officers:

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with sound governance principles. Our Compensation Committee regularly reviews best practices in executive compensation. The highlights of our compensation policies and practices for 20222023 are listed below:

Our executive compensation strategy is designed to attract and retain high-performing individuals, accelerate our growth and increase stockholder value by aligning pay with performance. Over the last fourfive years, our CEO and our board of directors have been in the process of transforming us from a private company into a publicly traded company poised for scale, led by a diverse, experienced, and talented senior management team with a strong

corporate governance structure. To support such a transformation, our executive compensation program and pay policies and practices have been tailored to attract, retain and incentivize talented leaders uniquely suited to help us achieve our goals.

Our compensation philosophy emphasizes a strong correlation between executive pay and our financial performance, and we have structured our executive compensation program accordingly. Our Compensation Committee is responsible for designing and overseeing the compensation program for

Our Compensation Committee acts on behalf of the board of directors in overseeing our compensation structure, programs, policies, and practices generally, including the compensation of our executive officers. Our Compensation Committee meets several times each year to review our executive compensation program, assess the Company’s compensation risk profile, approve the compensation peer group, select the Company performance measures used to set the short-term incentive bonus opportunities for the year, and review the total compensation structure for our executive officers in order to ensure alignment with our executive compensation philosophy.

Our Compensation Committee has responsibility for establishing our executive compensation philosophy and objectives; determining the structure and elements of our executive compensation program, including the mix of various elements; and reviewing and approving the compensation of our named executive officers and evaluating and mitigating the risk to the Company resulting from our executive compensation policies and practices. Our Compensation Committee has the authority to retain, and has retained, an independent compensation consultant to provide support to our Compensation Committee in its review and oversight of our executive compensation program. Our Compensation Committee reviews the base salary levels, annual short-term incentive bonus opportunities, and long-term incentive compensation opportunities of our named executive officers, at the beginning of each year, or more frequently as warranted.

In making decisions about the compensation of our named executive officers, the members of our Compensation Committee take a holistic approach that considers a number of factors, including:

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each named executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

Our Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation recommendations. The members of our Compensation Committee consider all of this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each named executive officer, and business judgment in making their decision.

Our Compensation Committee also considers the potential risks in our business when designing and administering our executive compensation programs, and we believe our balanced approach to performance measurement and pay delivery works to avoid misaligned incentives for individuals to undertake excessive or inappropriate risk.

Our Compensation Committee works with members of our management team, including our CEO, who provide management perspective on compensation matters and information on corporate and individual performance. Our CEO makes compensation recommendations to our Compensation Committee for each of our executive officers with the exception of himself. Our Compensation Committee places a premium on the CEO’s performance evaluations of the other executive officers due to his direct knowledge of their work, contributions, leadership, and alignment with our corporate values. Our CEO does not participate in decisions involving his own compensation.

Our Compensation Committee has retained the services of Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its independent compensation consultant. The Compensation Committee has assessed, and periodically confirms, the necessary criteria and has determined that the work performed by Compensia does not raise any conflicts of interest or other similar concerns. Compensia reports directly to our Compensation Committee and does not provide any non-compensation related services to the Company. Compensia does not make specific compensation-related recommendations, although it does use competitive market data to provide compensation ranges, taking into consideration the Company’s compensation peer group (and, where appropriate, selected broad-based compensation surveys) and compensation philosophy, for our Compensation Committee to consider. Compensia attends certain Compensation Committee meetings, executive sessions, and preparatory meetings with the committee chair and certain members of our management team, as requested by our Compensation Committee. Compensia also advises our Compensation Committee on public disclosures relating to our executive compensation program and assists the Compensation Committee in assessing risks under our various executive and other compensation programs.

As part of its annual compensation review, our Compensation Committee evaluates our executive compensation against the competitive market, based on a curated group of peer companies as well as data from selected broad-based compensation surveys. This data provides valuable market insight with respect to current executive compensation policies and practices. Our Compensation Committee, in consultation with Compensia, evaluates how our pay practices and our named executive officers’ target total direct compensation compare to the competitive market.

To develop the 20222023 compensation peer group, our Compensation Committee considered companies that are in the technology industry and that are similar to us in terms of revenue and revenue growth, market capitalization and tenure as a public company.

Specifically, in developing our 20222023 compensation peer group our Compensation Committee consulted with Compensia and considered companies in the software and services industry and competitive market for talent, including companies that, as of the time of the CompensiaCompensia’s review:

Based on the consideration of companies that met some or all of these criteria, our Compensation Committee approved the following compensation peer group as a reference for our 20222023 compensation decisions:

We compensate our named executive officers primarily through a mix of base salaries, cash bonuses through our 20222023 Short-Term Incentive Plan, and long-term equity incentives pursuant to our LTI Program. These elements of compensation are summarized below:

Our Compensation Committee believes that the characteristics of each element and form of executive compensation are a key driver in determining the allocation of a named executive officer’s target total direct compensation. While, for all named executive officers, the largest portion of their compensation is long-term equity incentives, the differences in the scope of each named executive officer’s responsibility is the key driver of variations in their compensation mix. The following charts represent the 20222023 mix of target total direct compensation for our named executive officers, not including any employee or personal benefits. The equity compensation amounts shown in the charts below represents the grant date fair value of RSU awards, not compensation paid to or realized by our named executive officers.

Base salaries represent the fixed annual cash amounts paid to our named executive officers and are an important element of compensation intended to attract and retain high-performing individuals. Our Compensation Committee reviews our named executive officers’ base salaries annually, but may also adjust them during the year to reflect significant changes in the scope of a named executive officer’s responsibilities or market conditions. As the result of such review, our Compensation Committee approved the following adjustments to the base salaries of our named executive officers during 2022:2023:

The Compensation Committee’s primary reasoning for these base salary increases was to bring our NEO salary practices closer in line with our 20222023 compensation peer group and broad-based compensation surveys and to encourage retention in a highly competitive market.

For 2022,2023, our Compensation Committee adopted athe cash-based 20222023 Short-Term Incentive Plan. To the extent earned, these bonuses are paid quarterly following certification of the performance goal achievement for each quarter. The target annual short-term incentive opportunity for each NEO is calculated by multiplying their respective base salaries by a bonus percentage as described in the tables below. The process for designing our 20222023 Short-Term Incentive Plan, including setting target bonus amounts, is described above under “Process for Setting Executive Compensation.” Our Compensation Committee retains the discretion to increase or decrease payouts under this plan.

The quarterly bonus is based on the Company’s achievement of two performance metrics: revenue and non-GAAP operating income, weighted at 70% and 30%, respectively, of the total target annual short-term incentive opportunity. Our Compensation Committee believes revenue and non-GAAP operating income were the most appropriate performance measures to use in determining cash bonus payouts because, in its view,as they were the bestare indicators of successful execution of our annual operating plan. In addition, our Compensation Committee believes the respective weighting of these metrics is appropriate as the Company’s strategic plan is still heavily focused on growth, with an increasing focus on profitability.driving profitable growth.

The targets and payouts for these metrics are established based on the Company’s performance relative to the guidance it provides to the market for the particular quarter and are set forth in the table below. For example, if the Company’s revenue performance was between the mid-point to the high-end of the revenue guidance range the Company provided to the market and the non-GAAP operating income performance was 102% of the high-end of the non-GAAP operating income guidance range the Company provided to the market, the revenue payout would be at 80% or 56% of the total bonus

opportunity, and the non-GAAP operating income payout would be 100%, or 30% of the total bonus opportunity, for a total achievement of 86% of each named executive officer’s target short-term incentive opportunity.

For purposes of the 20222023 Short-Term Incentive Plan, we define “Revenue” as the GAAP measure used by the Company and as stated in our audited financial statements and “non-GAAP operating income (loss)” as GAAP income (loss) from operations, excluding stock-based compensation expense.expenses, acquisition-related expenses and amortization expenses associated with the acquired intangible assets from the Tagger Media, Inc. acquisition.

The following table describes the relationship between the Company’s performance in 20222023 and the resulting payout for our NEOs under our 20222023 Short-Term Incentive Plan. As the high end of guidance provided for non-GAAP operating income (loss) in each quarter in 2022the first three quarters of 2023 was a loss, actual Company quarterly performance resulting in a non-GAAP operating loss smaller than our high end guidance for non-GAAP operating income equated to performance above target.

The aggregate target cash bonus opportunity and aggregate payout for each NEO for 2022,2023, based on the performance as set forth in the above table, are as follows:

A significant portion of our named executive officers’ target total direct compensation is delivered in the form of long-term incentive compensation in the form of equity awards granted pursuant to our LTI Program. We have historically used RSU awards as our primary long-term equity incentive vehicle as they provide a strong retention incentive for our named executive officers and are less dilutive than stock options to our stockholders. We believe that linking a significant portion of our named executive officer’s compensation to RSU awards incentivizes share price growth, strengthens alignment between management and stockholders, and serves as an important retention tool. Further, as we continue to transition our executive compensation program as a relatively new public company, we believe that time-based vesting is the appropriate means for earning these awards to incentivize our named executive officers to generate long-term value for our stockholders, and that our mix of short-term performance-based cash bonuses and RSU awards earned over a multi-year vesting schedule effectively drives performance and promotes stability and retention of our management team.

Annual RSU awards to our executive officers are typically approved in the first quarter of each year. However, there are occasions when awards are granted on other dates, for example with new hire grants and out-of-cycle promotion grants. All required Compensation Committee approvals are obtained in advance of or on the actual grant date.

In determining the size of the annual RSU award for each NEO, our Compensation Committee primarily considers the practices of the companies in our compensation peer group, the results of selected broad-based compensation surveys, the responsibility and performance of the NEO, and the amount of equity compensation held by the named executive officer (including the current economic value of their unvested equity and the ability of these unvested holdings to satisfy our retention objectives).

The following vesting terms applied to the 20222023 NEO RSU awards (the “Standard RSU Vesting Schedule”):

Each unit that vests represents a contingent right to receive one share of our Class A common stock.

The number of RSUs granted to our NEOs in 20222023 is set forth in the table below. For additional information, please review the “2022“2023 Summary Compensation Table” and the “2022“2023 Grants of Plan-Based Awards” tablestable found later in this proxy statement.

In consideration of his responsibility for driving the Company’s financial performance, on October 4, 2021, our Compensation Committee provided Mr. Barretto with a special, performance-based, long-term incentive equity award opportunity consisting of 120,000 RSUs and based on the Company’s Annual Run Rate (defined below) reaching at least $300 million, the $300M ARR Milestone Grant. Mr. Barretto was eligible to receive the $300M ARR Milestone Grant of 120,000 RSUs as soon as reasonably practicable following the first calendar month during which (a) he was continuously employed by the Company for the entirety of such month, and (b) the Company’s Annual Run Rate with respect to such month equaled at least $300 million (the “$300M ARR Target”). “Annual Run Rate” means the product of (A) 12, and (B) the Company’s recurring subscription revenues accrued during any given

calendar month, as measured at the Company’s reasonable discretion in accordance with its past practices and excluding any subscription revenue exclusively attributed to an acquisition made by the Company prior to the achievement of the $300M ARR Target. “Annual Run Rate” and “Annual Rate of Return” are defined the same way. Once awarded pursuant to the 2019 Equity Incentive Plan, the $300M ARR Milestone Grant would vest according to our Standard RSU Vesting Schedule with a vesting commencement date to be determined.

On March 29, 2023, our Compensation Committee determined that the $300M ARR Target washad been achieved as of February 28, 2023, and as a result, the $300M ARR Milestone Grant was awarded to Mr. Barretto on March 29, 2023, pursuant to the 2019 Equity Incentive Plan. 25% of the grant will vestvested on March 1, 2024, with the remaining portion vesting in 12 equal quarterly installments beginning on June 1, 2024, in each case, generally subject to Mr. Barretto’s continued employment.

We provide limited perquisites and personal benefits to our named executive officers, as described below. We believe these perquisites and personal benefits are necessary and appropriate to provide a competitive compensation package to our named executive officers.

Our named executive officers are eligible to participate in a broad range of health and welfare benefit programs in the same manner as our non-executive employees, including our 401(k) retirement savings plan, health insurance, vision insurance, dental insurance, mental health counseling, short-and long-term disability insurance plans, basic and voluntary life insurance plans, child and elder care assistance, adoption and surrogacy assistance, financial well-being counseling, identity and cyber-fraud protection services, legal services insurance, and commuter (transit and parking) assistance plans.plans and lifestyle spending account. We match 50% of the contributions made by our employees to our 401(k) retirement savings plan up to 3%, of their salary with an annual per-employee contribution match cap of $4,500,$5,500, with such matching contributions subject to four-year annual vesting commencing on the employee’s date of hire.

In 2023, we were party to employment agreements with our NEOs that provideprovided for specified payments and benefits in the event of certain qualifying terminations of employment, including a qualifying termination of employment in connection with a change in control of the Company (“Post Employment Compensation Provisions”). We believe that having in place reasonable and competitive Post-Employment Compensation Provisions is essential to attracting and retaining highly qualified executives. We believe our Post-Employment Compensation Provisions also align the interests of our named executive officers and our stockholders when considering our long-term future. The primary purpose of these arrangements in the case of a change in control of the Company is to keep our most senior executive officers focused on pursuing all corporate transaction activity in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing named executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. Our equity compensation and cash bonus compensation are “double trigger” arrangements. This means we do not provide our NEOs with an acceleration of their Short-Term Incentive Plan cash bonuses or equity awards unless there is a change in control of the Company, as defined in our 2019 Equity Incentive Plan, and an accompanying qualifying termination. For detailed descriptions of the Post-Employment Compensation Provisions we maintained with our named executive officers during 2022,2023, as well as an estimate of the potential payments and benefits that they would have been eligible to receive if a hypothetical change in control or other trigger event had occurred on December 31, 2022,2023, see “Employment Agreements” and “Potential Payments Upon Termination or Change-in-Control” below.

Our board of directors has adopted an insider trading compliance policy that prohibits our employees, including officers, and the non-employee members of our board of directors from engaging in certain hedging transactions involving our equity securities. The policy provides as follows:

“Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an officer, director or employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the officer, director or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When

that occurs, the officer, director or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, such transactions involving the Company’s equity securities are prohibited by this Policy.”

One of the factors our Compensation Committee considers when determining executive compensation is the anticipated tax treatment to the Company and to the named executive officers of the various payments and benefits. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally provides that a publicly held company may not deduct compensation paid to certain covered executive officers to the extent that such compensation exceeds $1,000,000 per executive officer in any year. While our Compensation Committee generally considers this limit when determining compensation, there are instances in which our Compensation Committee has concluded, and reserves the discretion to conclude in the future, that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that our named executive officers are compensated in a manner that it believes to be consistent with the Company’s best interests and those of its stockholders.

In addition to analyzing the tax considerations, our Compensation Committee also reviews the accounting considerations of its compensation decisions in determining the size and form of different equity-based awards. This includes reviewing the impact of expense being recognized in connection with equity-based awards.

Our Compensation Committee strives to provide strong incentives to our named executive officers for the long-term, while avoiding excessive risk-taking in the short-term. We have used Compensia, an independent third party, to advise our Compensation Committee on matters related to the compensation of the non-employee members of our board of directors and executive officers. Our Compensation Committee believes that the design of our compensation programs and the level of oversight is sufficient to mitigate potential risks associated with our current policies and practices. In its review of the Company’s compensation program, policies and practices in 2022,2023, our Compensation Committee concluded that our compensation plans are not reasonably likely to have a material adverse effect on the Company.

As of April 1, 2023,2024, the Company has not made any significant changes to its 2022 NEO compensation programs. In March 2023,2024, the Compensation Committee took the following actions with respect to our current named executive officers. Ms. GilpinMr. Rankin is not reflected below given that shehe ceased serving as an executive officer in 2022.2023.

In light of our continued efforts to align NEO salaries more closely with our compensation peer group and broad-based compensation surveys, the Compensation Committee approved the salary increases set forth in the table below.

Consistent with our 20222023 long-term equity incentive compensation practices for NEOs and to further encourage high performance, align the interests of our executives with those of our stockholders, and retain our executives for significant periods of time, the Compensation Committee approved RSU grants for our NEOs with our Standard Vesting Schedule. The number of RSUs granted to our NEOs on March 29, 2023,28, 2024, is set forth in the table below.