Effective for the third quarter in 2017, we adopted an updated compensation policy for our non-employee directors. For periods prior to the updated policy, each non-employee director received an annual retainer of $100,000, a meeting attendance stipend of $5,000 for each board meeting attended in person, including all coinciding committee meetings and an additional meeting attendance stipend of $1,000 for each telephonic meeting, including all coinciding committee meetings. The Chairperson of our Audit Committee receives an additional annual retainer of $25,000. The Chairpersons of our other committees receive an additional annual retainer of $15,000. The lead independent director receives an additional annual retainer of $25,000. All non-chairperson committee members receive an additional annual retainer of $10,000 for each committee on which they serve. Directors receive twenty-five percent (25%) of the annual retainer in cash, twenty-five percent (25%) in options to acquire shares of our common stock, and fifty percent (50%) in restricted stock units.

For the updated compensation policy for non-employee directors effective for the third quarter in 2017, each non-employee director received an annual retainer of $170,000. Directors receive $50,000 of the annual retainer in cash and the remaining $120,000 in restricted stock units. Meeting attendance stipends have been eliminated. The Chairperson of our Audit Committee receives an additional annual retainer of $25,000. The Chairpersons of our other committees receive an additional annual retainer of $20,000. The lead independent director receives an additional annual retainer of $30,000. All non-chairperson committee members receive an additional annual retainer of $10,000 for each committee on which they serve. Any such additional annual retainer amounts paid to a director for serving on a committee as a Chairperson or as a member are paid twenty-five percent (25%) in cash and seventy-five percent (75%) in restricted stock units.

~~Cash amounts paid to directors are paid quarterly~~ with respect to the ~~pro rata portion~~Company’s overall business strategy and strategic initiatives. The Strategy Committee’s responsibilities include review with, and recommendations to, management and the Board regarding the development, adoption, modification, and implementation of ~~fees earned during that quarter. Equity amounts paid~~the Company’s strategic plan. The Strategy Committee also has the responsibility to ~~directors are granted once a year no later than March 31 for the amounts earned during the previous year. With respect to equity awards granted in 2017:~~

On March 22, 2004, we entered into a registration rights agreement with certain holders of our common stock, or the registration rights agreement, pursuant to which these holders of our common stock are entitled to demand registration rights, Form S‑3 registration rights and piggyback registration rights with respect to the registration of their shares of our common stock under the Securities Act of 1933, as amended, or the Securities Act. We refer to shares of our common stock that are subject to the registration rights agreement as “registrable securities.”

In connection with our 2010 initial public offering, which we refer to as our IPO, The EnvestNet Group, Inc., Envestnet’s 41% shareholder prior to the IPO (the “Envestnet Shareholder”), merged with and into Envestnet, with Envestnet being the surviving entity. Upon consummation of the merger of the Envestnet Shareholder with and into Envestnet, certain shareholders of the Envestnet Shareholder are entitled to become a party to the ~~registration rights agreement and to receive each~~transaction;

Envestnet is a leading provider of intelligent systems for wealth management and financial wellness. Envestnet’s unified technology enhances advisor productivity and strengthens the wealth management process. Envestnet empowers enterprises and advisors to more fully understand their clients and deliver better outcomes.

Founded in 1999, Envestnet has been a leader in helping transform wealth management, working towards its goal of building a holistic financial wellness network that supports enterprises, advisors and their clients.

Through a combination of platform enhancements, partnerships and acquisitions, Envestnet uniquely provides a financial network connecting software, services and data, delivering better intelligence and enabling its customers to drive better outcomes.

In 2017 Envestnet’s compensation program received support from 64% of votes cast. During the prior three years, shareholders overwhelmingly supported our say-on-pay advisory resolutions with 98% support of votes cast. In response to the lower than expected 2017 say-on-pay results, the Compensation Committee and management evaluated our executive compensation programs with input from the Board’s independent compensation consultant. This evaluation included engagement with shareholders to gather their perspectives and feedback, which was incorporated into Board and Compensation Committee discussions and determinations regarding compensation programs. Discussions with shareholders took place in July 2017 and then again in February 2018.

For ~~NEOs other than the CEO, the CEO makes initial AIP award recommendations to~~each NEO, the Compensation Committee evaluated their individual and team performance against their respective pre-defined metrics. The performance percentage for such metric assigned to each executive was between 80% and 125% based on ~~his review~~such assessment, which, when combined with the results of ~~their individual~~the financial metrics, resulted in the payments noted in the table below.

We provide the following benefits to our executives on the same basis as provided to all of our employees:

~~Health, dental and vision insurance;~~

~~Life~~Health, dental and vision insurance;

~~Medical and dependent care flexible spending account;~~

Life insurance;

~~Short and long-term disability, accidental death and dismemberment;~~

Medical and dependent care flexible spending account;

~~A 401(k) plan, with company match; and~~

Short and long-term disability, accidental death and dismemberment;

~~A college scholarship plan for employees’ children.~~

A 401(k) plan, with company match; and

A college scholarship plan for employees’ children.

We believe our benefits package is consistent with companies with which we compete for talent. In addition to the benefits described above, our NEOs receive certain limited perquisites. Perquisites available to NEOs include an allowance for parking and for a car and an allowance for ~~health-related activities, such~~health and wellness activities.

Stock Ownership Guidelines - NEOs

The Company believes that requiring executive ownership in our common stock creates alignment between executives and shareholders and encourages executives to act to increase shareholder value. The stock ownership guidelines for NEOs are as ~~gym memberships.~~

~~Compensation Recoupment ("Clawback")~~follows:

CEO - equity in the Company worth 6x base salary

All other NEOs - equity in the Company worth 3x base salary

These guidelines must be met within five years of becoming the CEO or other NEO and are reviewed annually by the Board.

NEOs are required to hold exercised option shares and other stock awards until ownership requirements are met. NEOs who fail to achieve these ownership levels will not be eligible to sell shares until they comply with the guidelines.

Shares owned directly by the NEO (including those held as a joint tenant or as tenant in common), RSUs (vested and unvested), shares owned in a self-directed IRA and certain shares owned or held for the benefit of a spouse or minor children are counted toward meeting the guidelines. Stock options (whether vested or unvested) and performance share awards are not counted toward meeting the ownership guidelines.

As of December 31, 2019, all NEOs were in compliance with the guidelines.

Envestnet, Inc. Clawback Policy

In January 2018, the Compensation Committee ~~has~~ adopted ~~a compensation clawback policy,~~the Envestnet, Inc. Clawback Policy (the “Clawback Policy”), which provides that in the event a ~~Covered Officer~~“covered person” engages in fraud or other intentional misconduct that is materially related to a restatement of our financial statements or that results in material financial or reputational harm to the ~~Corporation,~~Company (a “clawback event”), the Compensation Committee would determine, in its discretion, whether any unsettled incentive awards held by the ~~Covered Officer~~covered person would be forfeited or any previously settled incentive awards held by such person would be required to be repaid to the Company. For purposes of the ~~clawback policy,~~Clawback Policy, a ~~Covered Person~~“covered person” is any person who is an ~~officer as~~“officer” (as that term is defined in Section 16 of the ~~Securities~~ Exchange ~~Act of 1934,~~Act), as well as any other officer of the ~~Corporation~~Company designated by the Compensation Committee.

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Covered persons that cease to be employed by the Company or are no longer “officers” under Section 16 of the Exchange Act continue to be subject to the Clawback Policy with respect to their covered awards, provided that the Compensation Committee has discretion to remove an individual’s designation as a covered person. The Clawback Policy applies to all incentive compensation (including cash bonuses and equity awards) from the Company that is awarded, earned, vested or settled during or after the fiscal year in which a clawback event occurs or is either outstanding during or has a performance period that relates to the fiscal year in which the clawback event occurs (“covered awards”). The entirety of covered awards is subject to forfeiture or recoupment, in the discretion of the Compensation Committee, under the Clawback Policy.

Impact of Tax Treatments on Compensation

Code Section 162(m) limits the deductibility of annual compensation in excess of $1 million paid to ~~"covered employees"~~“covered employees” (as defined by Code) of the Company, unless the compensation satisfied an exception, such as the exception for performance-based compensation. Performance-based compensation generally includes only payments that are contingent on achievement of performance objectives, and excludes fixed or guaranteed payments.

On December 22, 2017, the Tax Cuts and Jobs Act (the ~~Act)~~“Act”) was enacted, which, among other things, repealed the performance-based compensation exception and expanded the definition of covered employee. The changes to Section 162(m) are effective for taxable years beginning after December 31, 2017. The Act includes a transition rule so

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that these changes do not apply to compensation paid pursuant to a ~~"binding~~“binding written ~~contract"~~contract” that was in effect on November 2, 2017 and that was not materially modified on or after such date.

Because of the performance-based compensation exception repeal, amounts paid pursuant to a contract effective after November 2, 2017 will not be deductible as performance-based compensation, and the Compensation Committee will not need to consider the requirements of the performance-based compensation exception when considering the design of any such future contracts as part of our compensation program. For amounts paid under contracts in effect on November 2, 2017 that were intended to constitute performance-based compensation, the Compensation Committee will continue to consider the performance-based compensation exception when making determinations of performance under those contracts.

The Act also expands the definition of covered employee. For 2017, our covered employees included the CEO and other NEOs (but not the CFO) who were executive officers as of the last day of our fiscal year. For 2018 and after, our covered employees will generally include anyone who (i) was the CEO or CFO at any time during the year, (ii) was one of the other NEOs who was an executive officer as of the last day of the fiscal year and (iii) was a covered employee for any previous year after ~~2016.~~

2017.

As with prior years, although the Compensation Committee will consider deductibility under Section 162(m) with respect to the compensation arrangements for executive officers, deductibility will not be the sole factor used in determining levels or methods of compensation. Since our compensation objectives may not always be consistent with the requirements for full deductibility, we and our subsidiaries may enter into compensation arrangements under which payments would not be deductible under Section 162(m).

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~~2017~~

2019 Summary Compensation

Table

The following table contains compensation information for our former Chief Executive Officer, our Chief Executive Officer, our Chief Financial Officer, ~~and~~ the three other most highly compensated executive ~~officers.~~ officers who were serving as executive officers at the end of 2019, and one additional executive officer who was one of our most highly compensated executive officers in 2019 but who was not serving as an executive officer at the end of 2019.

We refer to these individuals as our “named executive officers” or NEOs in ~~other parts of~~ this proxy statement. The information included in this table reflects compensation paid to our NEOs for services rendered to us.

Equity Awards (2)

Stock

Option

All Other

Name and

Salary

Bonus

Units

Awards

Compensation

Total
Principal Position

Year

($)

($)(1)

($)

($)

($)(3)

($)
Judson Bergman

2017

600,000

600,000

1,095,362

167,126

26,065

2,488,553
Chief Executive Officer

2016

600,000

440,000

4,061,945

409,415

25,160

5,536,520

2015

444,000

340,000

625,008

366,637

16,160

1,791,805
Anil Arora

2017

437,750

433,373

634,000

—

13,739

1,518,862
CEO Envestnet | Yodlee

2016

425,000

381,543

—

—

14,300

820,843

2015

425,000

375,000

3,246,000

265,167

—

4,311,167
William Crager

2017

375,000

500,000

545,240

83,186

16,576

1,520,002
President

2016

375,000

422,216

1,671,525

51,050

14,300

2,534,090

2015

344,000

322,249

409,488

240,210

5,300

1,321,247
Peter D’Arrigo

2017

325,000

350,000

366,135

55,864

18,389

1,115,388
Chief Financial Officer

2016

325,000

295,000

1,017,760

36,944

14,960

1,689,664

2015

313,788

242,000

296,340

173,836

5,960

1,031,925
Scott Grinis

2017

300,000

242,000

212,390

32,401

10,313

797,104
Chief Technology Officer

2016

300,000

220,000

1,398,079

28,212

7,400

1,953,691

2015

239,000

180,000

215,520

126,426

5,300

766,246



				Equity Awards (1)
Name and Title	Year	Salary ($)	Bonus ($)(2)	Stock Units ($)	Option Awards ($)	Non-Equity Incentive Comp ($)(3)	All Other Comp ($)(4)	Total ($)
Judson Bergman Former CEO & Chairman of the Board	2019	490,646	493,287	2,994,319	—	—	17,364	3,995,616
	2018	600,000	57,100	2,869,369	—	642,900	30,997	4,200,366
	2017	600,000	600,000	1,095,362	167,126	—	26,065	2,488,553
William Crager CEO, Chief Executive, Envestnet Wealth Solutions & former President (5)	2019	375,000	—	2,002,939	—	500,000	24,047	2,901,986
	2018	375,000	14,250	1,771,560	—	535,750	17,285	2,713,845
	2017	375,000	500,000	545,240	83,186	—	16,576	1,520,002
Peter D’Arrigo Chief Financial Officer	2019	325,000	—	1,088,763	—	310,000	20,361	1,744,124
	2018	325,000	—	981,599	—	375,000	19,104	1,700,703
	2017	325,000	350,000	366,135	55,864	—	18,389	1,115,388
Stuart DePina President & Chief Executive, Envestnet Data & Analytics	2019	480,000	10,000	5,915,411	—	453,989	142,101	7,001,501
Scott Grinis Chief Technology Officer	2019	300,000	—	559,234	—	210,000	10,705	1,079,939
	2018	300,000	—	536,136	—	248,050	93,274	1,177,460
	2017	300,000	242,000	212,390	32,401	—	10,313	797,104
Joshua Mayer Chief Operating Officer	2019	333,193	—	451,949	—	210,000	20,810	1,015,952
Anil Arora Former Chief Executive, Envestnet \| Yodlee	2019	73,012	—	—	—	—	1,993,665	2,066,677
	2018	437,750	—	1,569,613	—	—	14,331	2,021,694
	2017	437,750	433,373	634,000	—	—	13,739	1,518,862


(1)		Bonuses earned for a fiscal year are paid in the subsequent fiscal year, generally within the first two months (e.g. the bonuses earned for 2017 were paid in February 2018). The amounts disclosed in the Bonus column relate to amounts paid under our Annual Incentive Program. In addition, with respect to Mr. Crager, $231,750, $182,216 and $322,249 was earned for 2017, 2016 and 2015, respectively as a result of his participation in a short-term incentive compensation program pursuant to which eligible participants may receive awards from a pool amount determined based on Envestnet’s gross sales. A portion of his short-term incentive compensation was paid in the year following the year for which it was earned. For more information, see “Executive Compensation – 2017 Components of Executive Compensation – Short-term incentive compensation” above.

~~(2)~~

Amounts disclosed in the Equity Awards column relate to grants of restricted stock units, performance stock units, and stock options in the identified year. With respect to each equity grant, the amounts disclosed reflect the full grant date fair value in accordance with ~~Financial Accounting Standards Board Accounting Standards Codification Topic~~ASC 718. ~~Our assumptions~~

(2)

Prior to 2018, amounts paid under our AIP were disclosed in the Bonus column. Bonuses earned for a fiscal year were paid in the subsequent fiscal year, generally within the first two months (e.g., the amounts earned for 2018 were paid in February 2019). In addition, with ~~regard~~respect to ~~determining~~Mr. Crager, $231,750 was earned for 2017 as a result of his participation in a short-term incentive compensation program pursuant to which eligible participants may receive awards from a pool amount based on Envestnet’s gross sales. A portion of his short-term incentive compensation was paid in the ~~2017 stock option values are set forth~~year following the year in ~~note 2~~which it was earned. Mr. Bergman and Mr. Crager each received discretionary bonus payments for 2018 and Mr. Arora received a discretionary bonus payment for 2019 in the amounts noted above in addition to the ~~2017 Grants~~AIP amounts for 2018 and 2019 respectively described in Note 3 below. For Mr. Bergman, following his death on October 3, 2019, Mr. Bergman’s estate was entitled to a payment of ~~Plan Based Awards table.~~

a pro-rata portion of his 2019 annual bonus payment in an amount equal to $493,287.

(3)

Beginning in 2018, amounts paid under our AIP are disclosed in the Non-Equity Incentive Compensation column. Non-Equity Incentive Compensation payments are based on fiscal performance and are paid in the subsequent fiscal year, generally within the first two months (e.g., the amounts earned for 2018 were paid in the February 2019). For more information, see “Executive Compensation - Compensation Decisions Made in 2020 for 2019 Performance - Annual Incentive Program.”

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(4)

For Mr. Bergman, the ~~amounts~~amount disclosed ~~reflect~~reflects a parking and car allowance of ~~$10,860~~$8,964, and matching contributions to his 401(k) account of $8,400 in 2019; $8,250 in 2018; $8,100 in ~~2017, $5,300 in 2016 and $5,300 in 2015.~~2017. For Mr. ~~Crager,~~Arora, the ~~amounts~~amount disclosed ~~reflect~~reflects his severance payment in 2019 in an amount equal to $1,990,000, a health-related stipend of $2,024, and matching contributions to his 401(k) account of $1,642 in 2019; $8,250 in 2018; $8,100 in ~~2017, $5,300 in 2016 and $5,300 in 2015.~~2017. For Mr. ~~D’Arrigo,~~Crager, the ~~amounts~~amount disclosed ~~reflect~~reflects a ~~parking allowance~~health-related stipend of ~~$660,~~$15,646 and matching contributions to his 401(k) account of $8,400 in 2019; $8,250 in 2018; $8,100 in ~~2017, $5,300 in 2016~~2017. For Mr. D’Arrigo, the amount disclosed reflects a health-related stipend of $11,241, parking allowance of $720 and ~~$5,300 in 2015. For Messrs. Grinis and Arora the amounts disclosed reflect~~ matching contributions to ~~their~~his 401(k) ~~accounts. Beginning~~account of $8,400 in ~~2016 amounts~~2019; $8,250 in 2018; $8,100 in 2017.For Mr. Grinis, the amount disclosed ~~include~~reflects a ~~$9,000 annual expense~~health-related stipend ~~program which can be spent by each NEO~~of $10,704 and matching contributions to his 401(k) account of $8,400 in 2019; $8,250 in 2018; $8,100 in 2017. For Mr. DePina, the amount disclosed reflects a housing allowance of $120,000 for temporary housing in the San Francisco area, a health-related stipend of $13,701 and matching contributions to his 401(k) account of $8,400 in 2019. For Mr. Mayer, the amount disclosed reflects health-related stipend of $12,410 and matching contributions to his 401(k) account of $8,400 in 2019.


(5)	Mr. Crager was appointed interim Chief Executive Officer on ~~health related activities such as gym memberships.~~ October 3, 2019 and Chief Executive Officer on March 30, 2020.

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~~2017~~2019 Grants of Plan‑Based Awards

Table

The following table contains information concerning grants of plan‑based awards made in ~~2017~~2019 to our NEOs.

All

All




Other

Other

Stock

Option

Exercise

Grant

Awards:

Awards:

or Base

Date Fair

Number of

Number of

Price of

Value of

Shares of

Securities

Option

Stock and

Grant

Stock or

Underlying

Awards

Option
Name

Date (1)

Units (#)

Options (#)

($/Share)

Awards (3)
Judson Bergman

3/28/2017

34,554

11,518

$
31.70

$
1,262,488
Anil Arora

3/28/2017

20,000

—

—

634,000
William Crager

3/28/2017

17,200

5,733

31.70

628,426
Peter D’Arrigo

3/28/2017

11,550

3,850

31.70

421,999
Scott Grinis

3/28/2017

6,700

2,233

31.70

244,791



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (3)	Fair Value of RSUs and PSUs on Grant Date ($/Share)	Grant Date Fair Value of Stock and Option Awards (3) ($)
Name	Grant Date (1)	Threshold ($)	Target ($)	Maximum ($)	Threshold (Shares)	Target (Shares)	Maximum (Shares)		Fair Value of RSUs and PSUs on Grant Date ($/Share)	Grant Date Fair Value of Stock and Option Awards (3) ($)
Judson Bergman	2/28/2019	350,000	700,000	875,000	11,946	23,891	35,837	—	64.32	1,536,669
Judson Bergman	2/28/2019	—	—	—	—	—	—	23,891	61.01	1,457,590
William Crager	2/28/2019	294,000	588,000	735,000	7,991	15,981	23,972	—	64.32	1,027,898
William Crager	2/28/2019	—	—	—	—	—	—	15,981	61.01	975,001
Peter D’Arrigo	2/28/2019	187,500	375,000	468,750	4,334	8,687	13,031	—	64.32	558,748
Peter D’Arrigo	2/28/2019	—	—	—	—	—	—	8,687	61.01	529,994
Stuart DePina	2/28/2019	240,000	480,000	600,000	5,942	11,883	17,825	—	64.32	764,315
Stuart DePina	2/28/2019	—	—	—	—	—	—	11,883	61.01	724,982
	6/11/2019	—	—	—	15,776	31,552	47,328	—	72.93	2,301,087
	6/11/2019	—	—	—	—	—	—	31,552	67.35	2,125,027
Scott Grinis	2/28/2019	122,500	245,000	306,250	2,231	4,462	6,693	—	64.32	286,996
Scott Grinis	2/28/2019	—	—	—	—	—	—	4,462	61.01	272,227
Joshua Mayer	2/28/2019	117,500	235,000	293,750	1,803	3,606	5,409	—	64.32	231,938
Joshua Mayer	2/28/2019	—	—	—	—	—	—	3,606	61.01	220,002

(1)

On February 28, 2019, the Compensation Committee granted non-equity incentive compensation awards. The actual cash value was paid in 2020 based on financial metrics and individual factors as described above AIP section of the CD&A on page 29 above. Each of the financial metrics has a threshold target that must be hit in order to receive a payment equal to 50% of the target value. The threshold value listed in the table above assumes that the threshold amount was hit for each of individual financial metrics and individual factors, but it is possible that a lower amount could be paid out for each executive if the threshold targets are not hit for one or more of the financial metrics.

(2)

On February 28, 2019 and June 11, 2019, the Board granted performance-based restricted stock unit awards or PSUs. The actual number of PSUs that will become vested is based on financial metrics described above in the Equity Awards section of the CD&A on page 30 above. Each of the financial metrics has a threshold target that must be hit in order to receive a payment equal to 50% of the target value. The threshold value listed in the table above assumes that the threshold amount was hit for each of individual financial metrics, but it is possible that a lower amount could become vested if the threshold targets are not hit for one or more of the financial metrics. The grants made June 11, 2019 to Mr. DePina were in consideration for his agreement to enter into a new employment agreement.


(3)	On February 28, 2019, the Compensation Committee granted restricted stock units. All restricted stock units ~~and stock option grants~~ were approved by the Compensation Committee and the Board on their respective grant dates.

~~(2)~~

The fair value of stock options granted was determined using the Black Scholes model as of the grant date. The model for the March 28, 2017 grant assumes: (i) the stock option would be exercised 6 years after grant date, (ii) expected stock price volatility of 43.82%, (iii) a risk free yield equal to 2.13% and (iv) our dividend yield (0%) would remain constant from grant date to exercise date.

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Narrative to ~~2017~~2019 Summary Compensation Table and ~~2017~~2019 Grants of Plan‑Based Awards

Table

See “—“Executive Compensation - Compensation Discussion and ~~Analysis”~~Analysis” above for a more detailed discussion of the compensation plans pursuant to which the amounts listed under the ~~2017~~2019 Summary Compensation ~~table~~Table and ~~2017~~2019 Grants of Plan‑Based Awards ~~table~~Table were paid or awarded, and the criteria on which such payments were based.

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~~2017~~

2019 Outstanding Equity Awards at Fiscal Year‑End

The following table lists all outstanding equity awards held by our NEOs as of December 31, ~~2017:~~

2019:

Option Awards (1)

Stock Awards (2)

Market

Number of

Number of

Number of

Value of

Securities

Securities

Shares or

Shares or

Underlying

Underlying

Units of

Units of

Unexercised

Unexercised

Option

Option

Stock that

Stock That

Options (#)

Options (#)

Exercise

Expiration

have not

Have Not
Name

Exercisable

Unexercisable

Price ($)

Date

Vested (#)

Yet Vested ($)
Judson Bergman

317,000

—

9.00

7/28/2020

—

—

10,000

—

12.55

2/28/2021

—

—

7,951

—

12.45

2/28/2022

—

—

9,408

—

15.34

2/28/2023

—

—

20,300

—

41.84

2/28/2024

—

—

11,600

5,800

53.88

2/27/2025

3,867

192,770

5,209

3,723

20.51

2/28/2026

3,723

185,592

12,499

12,501

31.03

5/12/2026

83,334 (3)

4,154,200

—

11,518

31.70

3/28/2027

34,554

1,722,517
Anil Arora

11,665

8,335

32.46

12/7/2025

33,336

1,661,800

—

—

—

—

20,000

997,000
William Crager

12,000

—

7.15

5/15/2019

—

—

164,000

—

9.00

7/28/2020

—

—

25,000

—

12.55

2/28/2021

—

—

13,594

—

12.45

2/28/2022

—

—

13,500

—

15.34

2/28/2023

—

—

14,100

—

41.84

2/28/2024

—

—

7,600

3,800

53.88

2/27/2025

2,534

126,320

3,412

2,440

20.51

2/28/2026

2,440

121,634

—

—

—

5/12/2026

33,334 (3)

1,661,700

—

5,733

31.70

3/28/2027

17,200

857,420
Peter D'Arrigo

86,000

—

9.00

7/28/2020

—

—

10,000

—

12.55

2/28/2021

—

—

10,195

—

12.45

2/28/2022

—

—

8,000

—

15.34

2/28/2023

—

—

10,600

—

41.84

2/28/2024

—

—

5,500

2,750

53.88

2/27/2025

1,834

91,425

2,470

1,765

20.51

2/28/2026

1,765

87,985

—

—

—

5/12/2026

20,000 (3)

997,000

—

3,850

31.70

3/28/2027

11,550

575,768
Scott Grinis

56,000

—

9.00

7/28/2020

—

—

10,000

—

12.55

2/28/2021

—

—

10,195

—

12.45

2/28/2022

—

—

8,000

—

15.34

2/28/2023

—

—

6,200

—

41.84

2/28/2024

1,334

66,500

4,000

2,000

53.88

2/27/2025

1,349

67,248

1,885

1,349

20.51

2/28/2026

20,419

1,017,887

—

2,233

31.70

3/28/2027

6,700

333,995



		Option Awards (1)				Stock Awards (2)
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock That Have Not Yet Vested ($)
Judson Bergman	3/15/2018	—	—	—	—	6,559	456,703
	2/28/2019	—	—	—	—	4,735	329,698
William Crager	7/28/2010	45,468	—	9.00	7/28/2020	—	—
	2/28/2011	25,000	—	12.55	2/28/2021	—	—
	2/29/2012	13,594	—	12.45	2/28/2022	—	—
	2/28/2013	13,500	—	15.34	2/28/2023	—	—
	2/28/2014	14,100	—	41.84	2/28/2024	—	—
	2/27/2015	11,400	—	53.88	2/27/2025	—	—
	2/29/2016	5,852	—	20.51	2/28/2026	—	—
	3/28/2017	5,255	478	31.70	3/28/2027	1,434	99,849
	2/28/2018	—	—	—	—	8,335	580,366
	3/15/2018	—	—	—	—	6,667	464,223
	7/31/2018	—	—	—	—	4,266	297,042
	2/28/2019	—	—	—	—	15,981	1,112,757
	2/28/2019	—	—	—	—	15,981	1,112,757
Peter D’Arrigo	7/28/2010	18,000	—	9.00	7/28/2020	—	—
	2/28/2011	10,000	—	12.55	2/28/2021	—	—
	2/29/2012	10,195	—	12.45	2/28/2022	—	—
	2/28/2013	8,000	—	15.34	2/28/2023	—	—
	2/28/2014	10,600	—	41.84	2/28/2024	—	—
	2/27/2015	8,250	—	53.88	2/27/2025	—	—
	2/29/2016	4,235	—	20.51	2/28/2026	—	—
	3/28/2017	3,529	321	31.70	3/28/2027	963	67,054
	2/28/2018	—	—	—	—	5,419	377,325
	3/15/2018	—	—	—	—	4,333	301,707
	2/28/2019	—	—	—	—	8,687	604,876
	2/28/2019	—	—	—	—	8,687	604,876
Stuart DePina	3/28/2017	1,252	313	31.70	3/28/2027	938	65,313
	2/28/2018	—	—	—	—	5,835	406,291
	7/31/2018	—	—	—	—	8,532	594,083
	2/28/2019	—	—	—	—	11,883	827,413
	2/28/2019	—	—	—	—	11,883	827,413
	6/11/2019	—	—	—	—	31,552	2,196,966
	6/11/2019	—	—	—	—	31,552	2,196,966
Scott Grinis	2/28/2014	6,200	—	41.84	2/28/2024	—	—
	2/27/2015	6,000	—	53.88	2/27/2025	—	—
	2/29/2016	3,234	—	20.51	2/28/2026	—	—
	3/28/2017	2,046	187	31.70	3/28/2027	559	38,923
	2/28/2018	—	—	—	—	2,918	203,180
	3/15/2018	—	—	—	—	2,457	171,081
	2/28/2019	—	—	—	—	4,462	310,689
	2/28/2019	—	—	—	—	4,462	310,689
Joshua Mayer	2/29/2012	4,418	—	12.45	2/28/2022	—	—
	2/28/2013	8,000	—	15.34	2/28/2023	—	—
	2/28/2014	6,200	—	41.84	2/28/2024	—	—
	2/27/2015	6,000	—	53.88	2/27/2025	—	—
	2/29/2016	3,234	—	20.51	2/28/2026	—	—
	3/28/2017	2,046	187	31.70	3/28/2027	559	38,923
	2/28/2018	—	—	—	—	2,918	203,180
	2/28/2019	—	—	—	—	3,606	251,086
	2/28/2019	—	—	—	—	3,606	251,086
Anil Arora	12/7/2015	20,000	—	32.46	12/7/2025	—	—
	7/31/2018	—	—	—	—	4,496	313,056

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(1)		~~Except as otherwise noted, vesting for~~No stock ~~option grants that expire February 28, 2025 occurred on February 28, 2018.~~options were granted to NEOs in 2019. Vesting for all other stock options occurs with ~~one third~~one-third (1/3) of the grant award vesting on the anniversary of the grant date and ~~one twelfth~~one-twelfth (1/12) vesting every quarter thereafter.


(2)		~~Mr. Bergman’s 3,867 restricted shares vested~~Vesting for all RSUs occurs with one-third (1/3) of the grant award vesting on ~~February 28, 2018. One-twelfth~~the anniversary of ~~his 3,723 restricted shares vested on February 28, 2018~~the grant date and ~~the remainder vest~~ one-twelfth (1/12) vesting every quarter thereafter. One-third of his 35,554 restricted shares vested on February 28, 2018 and the remainder vest one twelfth every quarter thereafter. Of Mr. Bergman’s 125,000 original equity plan incentive awards, one-third vested on May 12, 2017, one-third will vest on May 12, 2018, and the remainder will vest on May 12, 2019.

~~Mr. Crager’s 2,534 restricted shares vested on February 28, 2018. One-fifth of his 2,440 restricted shares vested on February 28,~~

Finally, for the PSUs granted in 2018 and ~~one-fifth vest every quarter thereafter. One-third~~2019 to all of ~~his 17,200 restricted~~the named executive officers, vesting is subject to satisfaction of performance goals during a three-year performance period. The performance goals are based on four equally weighted metrics (revenue growth, adjusted EBITDA growth, adjusted EPS growth, and relative TSR compared to Russell 2000 Index Constituents). The final number of shares ~~vested~~earned under the grants, if any, will vary based on ~~February 28, 2018, and~~ the ~~remainder vest one-twelfth every quarter thereafter. Of Mr. Crager’s 50,000 original equity plan incentive awards, one-third vested~~degree of achievement on ~~May 12, 2017, one-third~~each metric. The maximum number of PSUs that can be earned will be 150% of the target award. The PSUs will cliff vest on ~~May 12, 2018, and~~ the ~~remainder will vest on May 12, 2019.~~

~~One-quarter of Mr. Arora’s 33,336 restricted shares vested on March 7, 2018 with an additional one-quarter vesting every quarter thereafter.~~

Mr. D’Arrigo’s 1,834 restricted shares vested on February 28, 2018, one-fifth of his 1,765 restricted shares vested on February 28, 2018 and one-fifth vest every quarter thereafter. One-third of his 11,550 restricted shares vested on February 28, 2018, and

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the remainder vest one-twelfth every quarter thereafter. Of Mr. D’Arrigo’s 30,000 original equity plan incentive awards, one-third vested on May 12, 2017, one-third will vest on May 12, 2018, and the remainder will vest on May 12, 2019.

Mr. Grinis’ 1,334 restricted shares vested on February 28, 2018, approximately twenty percent of his 1,349 restricted shares vested on February 28, 2018 and approximately twenty percent vest every quarter thereafter. One-seventh of his 20,419 shares vested on March 2, 2018 and one-seventh vest every quarter thereafter. One-third of his 6,700 restricted shares vested on February 28, 2018, and the remainder vest one twelfth every quarter thereafter.

(3)PSU Awards granted to Mr. Bergman, Mr. Crager and Mr. D’Arrigo were subject to a performance goal based on EBITDA during 2016. Such performance goal was met as certified by the Compensation Committee in 2017, and such PSUs became “Banked Units” asthree-year anniversary of the date of ~~such certification. The Banked Units remained subject to service-based vesting conditions as described in footnote (2).~~

grant.

~~2017~~

2019 Option Exercises and Stock Vested

Option Awards

Stock Awards

Number of shares

Value realized on

Number of shares

Value realized on

acquired on exercise

exercise

acquired on vesting

vesting
Name

(#)

($)

(#)

($)
Judson Bergman

110,000

4,471,810

54,942

1,998,361
Anil Arora

—

—

33,332

1,370,362
William Crager

48,852

1,626,928

25,578

940,625
Peter D’Arrigo

180,937

7,613,689

16,503

609,724
Scott Grinis

15,000

477,842

16,217

660,671



	Option Awards		Stock Awards
Name	Number of shares acquired on exercise (#)	Value realized on exercise ($)	Number of shares acquired on vesting (#)	Value realized on vesting ($)
Judson Bergman	155,000	9,360,186	118,703	8,095,694
William Crager	118,532	5,946,089	34,555	2,275,594
Peter D’Arrigo	68,000	4,054,404	21,786	1,432,456
Stuart DePina	12,803	246,655	23,572	1,512,089
Scott Grinis	84,195	4,794,085	15,337	986,099
Joshua Mayer	—	—	17,836	1,148,034
Anil Arora	—	—	17,749	1,132,271

Nonqualified Deferred Compensation

On February 9, 2015, the Board adopted the Envestnet, Inc. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”), and the Deferred Compensation Plan became effective March 1, 2015. The Deferred Compensation Plan is an unfunded deferred compensation plan that is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as ~~amended.~~

amended (the “Code”).

Persons eligible to participate in the Deferred Benefit Plan are called “Participants.”

Under the Deferred Compensation Plan, Participants have the opportunity to elect to defer receipt of up to 90% of their base salary and bonus. Under the Deferred Compensation Plan, Participants have the right to elect to receive distributions on a specified payment date in the future, or in a lump sum or annual installment payments following the termination of employment. Certain revisions to the distribution election may be made if done in accordance with the Deferred Compensation Plan.

Amounts deferred by a Participant under the Deferred Compensation Plan will be credited to a deferral account that will be used to determine the amounts to be paid to the Participant under the Deferred Compensation Plan. Amounts deferred will be credited or debited with a hypothetical rate of return based on the performance of the available measurement funds selected by the Participant among those made available by the Company under the Deferred Compensation Plan. The deferral account represents an unfunded, unsecured promise by the ~~company~~Company to pay such amounts in the future, and does not represent ownership of, or any ownership interest in, any particular assets of the Company. Participants will at all times be fully vested in all deferral contributions and earnings thereon.

~~Table of Contents~~

The following table sets forth information concerning nonqualified deferred compensation of our NEOs who participated in the Deferred Compensation Plan in ~~2017.~~2019. The amounts set forth in this table include only contributions made and earnings received during ~~2017~~2019 and do not include contribution and earnings with respect to the ~~2017~~2019 bonus paid in ~~2018.~~2020.

Executive

Registrant

Aggregate

Aggregate

Aggregate

Contributions

Contributions

Withdrawals/

Earnings

Balance

Name

in Last FY (1)

in Last FY

Distributions

in Last FY

at Last FYE

Judson Bergman

$
60,000

—

—

$
28,412

$
226,896

Anil Arora

$
76,309

—

—

$
24,931

$
193,787

Scott Grinis

$
386,000

—

—

$
60,453

$
1,045,616



Name	Executive Contributions in Last FY (1)		Registrant Contributions in Last FY	Aggregate Withdrawals/ Distributions	Aggregate Earnings in Last FY		Aggregate Balance at Last FYE
Judson Bergman	$	48,333	—	559,687	$	62,712	$	—
Stuart DePina	—		—	—	17,050		92,420
Scott Grinis	388,929		—	—	184,518		1,824,105
Anil Arora	—		—	208,587	24,363		—

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(1)		The amounts in this column are also included in the Summary Compensation Table as follows: the ~~$60,000~~$48,333 listed for Mr. Bergman is included in the Salary column for ~~2017, the $76,309 listed for Mr. Arora is included~~2019 and in part in the Bonus column, ~~for 2017,~~ and the ~~$386,000~~$388,929 for Mr. Grinis is included in part in the Salary column for ~~2017 ($210,000 of the total)~~2019 and in part in the Bonus ~~column ($176,000 of the total).~~ column.

The measurement funds available to Participants and the returns earned by those measurement funds in ~~2017~~2019 were:


	~~Return On~~
Fund Name	Return On Investment
ClearBridge Variable Small Cap Growth Fund (Class 1)	~~24.26~~	% 32.95
Delaware VIP REIT Series (Standard Class)	~~1.53~~	% 26.81
Delaware VIP Small Cap Value Series (Standard Class)	~~12.05~~	% 28.14
Delaware VIP Value Series (Standard Class)	~~13.80~~	% 19.97
Fidelity VIP Freedom 2020 SM (Service Class)	~~16.47~~	% 20.01
Fidelity VIP Freedom 2030 SM (Service Class)	~~20.82~~	% 24.37
Fidelity VIP Freedom 2040 SM (Service Class)	~~23.42~~	% 28.39
Fidelity VIP Freedom 2050 SM (Service Class)	~~23.46~~	% 28.39
Fidelity VIP Investment Grade Bond Portfolio (Service Class)	~~4.16~~	% 9.58
Fidelity VIP Overseas Portfolio (Service Class)	~~30.10~~	% 27.67
Lincoln VIP Money Market Fund (Standard Class)	~~17.75~~	% 1.79
LVIP Delaware Special Opportunities Fund (Standard Class)	~~6.77~~	% 30.43
LVIP J.P. Morgan High Yield Fund (Standard Class)	~~0.41~~	% 12.98
LVIP S&P 500 Index Fund (Standard Class)	~~21.57~~	% 31.2
PIMCO VIT Commodity Real Return Strategy Portfolio-AdminCls	~~4.92~~	% 11.43
PIMCO VIT Total Return (Administrative Class)	~~2.15~~	% 8.36

~~Potential Payments Upon Termination of Change of Control~~

Employment Agreements. ~~Each~~Except for Mr. Bergman, whose employment agreement terminated upon his death, and Mr. Arora, whose employment with the Company terminated effective March 1, 2019, as discussed below, each of the NEOs is a party to an individual employment agreement with the Company (the “Employment Agreements”). ~~With the exception of Mr. Arora’s Employment Agreement, the~~The Employment Agreements have a three-year term, with an automatic one-year renewal unless either party provides advance written notice of non-renewal. Subject to the signing of a release and compliance with the terms of the Employment Agreements, in the event of a termination of the executive’s employment either without cause or for good reason, the executive will be entitled to (i) “Severance Pay” equal to two (2) multiplied by the sum of his (a) base salary plus (b) an amount equal to the average of his most recent two annual bonuses (paid in equal installments on regular payment dates over two (2) years), (ii) a “Pro-Rata Bonus for Year of Termination” equal to the average of his most recent two annual bonuses multiplied by a fraction, the numerator of which equals the number of days during the calendar year prior to the termination date and the denominator of which equals 365 (paid on the sixty-day anniversary of the termination date), and (iii) a “Health Care Continuation” lump sum cash payment equal to the applicable percentage of the monthly COBRA coverage in connection with his termination multiplied by eighteen months (with the applicable percentage equal to the percentage of the executive’s health care premium costs covered by the Company as of the termination date) (paid on the sixty-day anniversary of the termination date). ~~Mr. Arora’s Employment Agreement~~

~~Table of Contents~~

does not have a term and upon termination without cause or for good reason, and subject to the signing of a release, Mr. Arora will be entitled to (i) “Severance Pay” equal to (a) twelve months of his base salary plus (b) the average of the annual cash bonus amounts paid in relation to the two years prior to the year in which termination occurs, and (ii) a “Health Care Continuation” payment equal to twelve months of the monthly COBRA premium cost applicable to Mr. Arora and his dependents (paid on the sixty-day anniversary of the termination date).

Under the terms of the Employment Agreements (with the exception of Mr. ~~Arora’s~~DePina’s and Mr. Grinis’s Employment Agreements), the executive is subject to an ongoing confidentiality obligation, a 24-month non-competition covenant, a 24-month non-solicitation of employees of the Company covenant (including former employees or consultants within the 12-month period prior to the executive’s termination date), and a 24-month non-solicitation of customers of the Company covenant (including prospective customers within the 12-month period prior to the executive’s termination date). ~~Mr. Arora is not subject to restrictive covenant provisions pursuant to his Employment Agreement.~~ The restrictive covenant provisions of Mr. DePina’s Employment Agreement are the ~~Grinis~~same as described in the previous sentence but with a 12-month period for the non-competition and non-solicitation provisions. The restrictive covenant provisions of Mr. Grinis’s Employment Agreement have been adapted to comply with local California law and include an ongoing confidentiality obligation, ongoing restrictions on the use of certain Company confidential information (including methods of doing business, business plans, customer contact and relationship information and other valuable proprietary information concerning the Company and its affiliates), and a 24-month non-solicitation of employees of the Company covenant (including former employees or consultants within the 12-month period prior to Mr. Grinis’s termination date).

In the event that any payments made contingent upon a change in control of the Company would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, ~~(with the exception of Mr. Arora’s Employment Agreement),~~ then the amount of payments pursuant to the Employment Agreement would be reduced to the maximum amount that will cause the total amounts of the payment not to be subject to the excise tax,

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but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the executive would otherwise be entitled to retain without such a reduction after the payment of all applicable taxes, including the excise tax. The Company also reserves the right to adopt a policy regarding recoupment of excess compensation applicable to its executives, including the executives. Such a policy would control over any inconsistent provision of the Employment Agreement and be binding on the executives.

Severance Agreement with Mr. Arora. Pursuant to the terms of a severance agreement and general release entered into on February 26, 2019 between Envestnet Financial Technologies, Inc. and Mr. Arora (the “Separation Agreement”), Mr. Arora’s employment with Envestnet terminated effective March 1, 2019. Under the terms of the Separation Agreement, Mr. Arora is entitled to certain severance benefits following his termination in exchange for signing and not revoking a release of claims against Envestnet and its affiliates and in exchange for compliance with certain non-competition, non-solicitation, confidentiality, and non-disparagement obligations. Such severance benefits included a lump-sum cash payment of $1,990,000. Additionally, Mr. Arora has the right to continue to exercise certain stock options and the right to continue to vest in previously granted equity grants pursuant to the Envestnet Inc. 2010 Long-Term Incentive Plan, as described below.

First, Mr. Arora’s 2015 grant of stock options, which previously became fully vested, shall remain exercisable until the earlier of (i) the end of the term of such options and (ii) the 90-day anniversary of the date that he ceases to serve as a non-employee director of Envestnet. Additionally, Mr. Arora’s 2017 and 2018 grants of restricted stock units continued to vest and be distributed through the one-year anniversary of his termination date as if he remained employed during such year, with final distribution of the shares having occurred on February 28, 2020. Finally, a pro-rata portion (determined as if Mr. Arora had remained employed through the one-year anniversary of his termination date) of Mr. Arora’s 2018 grant of performance stock units may become vested following his termination date subject to satisfaction of the applicable performance goals as of the last day of the applicable performance period. Mr. Arora’s awards under the 2010 Long-Term Incentive Plan are subject to forfeiture and/or clawback in the event Mr. Arora violates the terms of certain covenants, such as his non-competition, non-solicitation, confidentiality and non-disparagement obligations, and such awards remain subject to the terms of the Clawback Policy.

Equity Incentive ~~Plans.~~Plans. We currently maintain equity‑based incentive ~~plans—~~plans - the 2004 Stock Incentive Plan, the 2010 Long‑Term Incentive Plan, ~~and~~ the Envestnet, Inc. Management Incentive Plan for Envestnet | Tamarac Management Employees ~~(MIP)~~(“MIP”) and the Envestnet, Inc. 2015 Acquisition Equity Award Plan. No new awards are being made under the 2004 Stock Incentive Plan, the Envestnet, Inc. 2015 Acquisition Equity Award Plan or the MIP. We established the 2010 Long‑Term Incentive Plan to (i) attract and retain key employees and other persons providing services to us and our related companies; (ii) motivate plan participants by means of appropriate incentive to achieve long‑range goals; (iii) provide incentive compensation opportunities that are competitive with those of other similar corporations; and (iv) further align plan participants’ interests with those of our shareholders. Under the 2010 Long‑Term Incentive Plan, we may issue stock options, stock appreciation rights, restricted stock, restricted stock units and other full value awards, as well as cash incentive awards.

In the event that (a) a Participant’s employment or service, as applicable, is terminated by us, our successor or one of our related companies that is the Participant’s employer for reasons other than cause (as defined in the 2010 Long‑Term Incentive Plan) within 24 months following a change in control (as defined in the 2010 Long‑Term Incentive Plan) or (b) the 2010 Long‑Term Incentive Plan is terminated by us or our successor following a change in control without provision for the continuation of outstanding awards under the 2010 Long‑Term Incentive Plan, all stock options and related awards which have not otherwise expired will become immediately exercisable and all other awards will become fully vested provided that the extent to which any award becomes vested based on the satisfaction of applicable performance goals or targets on or after a change in control, the Compensation Committee may make such determination either based on the determination of the satisfaction of the applicable performance goal based on actual performance through the date of such change in control or based on assumed performance at the target level through the date of such change in control. Awards outstanding under the 2004 Stock Incentive Plan will become fully vested and exercisable and all forfeiture restrictions on the awards will lapse if a change in control (as defined in the 2004 Stock Incentive Plan) occurs and the Participant’s awards are not converted, assumed or replaced, by awards of the surviving or successor entity or one of its affiliates.

~~Table of Contents~~

Under our equity compensation plans, outstanding and unvested stock options may become fully vested and exercisable, and outstanding and unvested restricted stock units may become fully vested and be distributed upon a participant’s death, disability, or involuntary termination as determined by the Compensation Committee in its discretion. These provisions apply to all employees who participate in the Company’s equity plans. The outstanding equity awards held by the NEOs as of December 31, ~~2017~~2019 are described above under ~~“2017~~“2019 Outstanding Equity Awards at Fiscal Year‑End.”

With respect to the PSU Awards ~~for Messrs. Bergman, Crager and D’Arrigo~~ granted in ~~2016,~~2018 and 2019, except as otherwise provided below, any portion of the PSU Award that is not vested upon the executive’s termination of employment will be forfeited. If the executive’s employment is terminated without “cause”, for “good reason”, or upon death or “permanent disability”, and subject to the execution of a release, the executive shall ~~become vested~~remain eligible to vest in ~~all~~a pro-rata portion of the ~~Banked Units~~PSUs on the applicable distribution ~~dates.~~dates based on actual performance. In the event of a change in control, the applicable performance measures for the PSU Awards will be determined as

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if target performance had been satisfied but subject to continued service vesting; provided, that the Compensation Committee may decide to accelerate vesting at the time of such change in control.

Transferability. Awards under the 2010 Long‑Term Incentive Plan are not transferable except as designated by the Participant by will or by laws of descent and distribution or, to the extent provided by the Compensation Committee, pursuant to a qualified domestic relations order or to or for the benefit of the Participant’s family (including, without limitation, to a trust or partnership for the benefit of a Participant’s family).

Withholding.All awards and other payments under the 2010 Long‑Term Incentive Plan are subject to withholding of all applicable taxes. With the consent of the Compensation Committee, withholding obligations may be satisfied with previously‑owned shares of common stock or shares of common stock to which the Participant is otherwise entitled under the 2010 Long‑Term Incentive Plan. The amount withheld in the form of such shares may not exceed the maximum individual tax rate for the Participant in applicable jurisdictions for such Participant (based on the applicable rates of the relevant tax authorities (for example, federal, state and local)), including the Participant’s share of payroll or similar taxes, as provided in law, regulations or the authority’s administrative practices, not to exceed the highest statutory rate in that jurisdiction, even if that rate exceeds the highest rate that may be applicable to the specific Participant.

Amendment and Termination. The Board may, at any time, amend or terminate the 2010 Long‑Term Incentive Plan, and the Board or the Compensation Committee may amend any award, provided that no amendment or termination may adversely affect the rights of any Participant without the Participant’s written consent. Adjustments to the 2010 Long‑Term Incentive Plan and awards on account of business transactions are not subject to the foregoing prohibition. The provisions of the 2010 Long‑Term Incentive Plan that prohibit repricing of stock options and stock appreciation rights cannot be amended unless the amendment is approved by our shareholders. The 2010 Long‑Term Incentive Plan also permits the Board to amend the 2010 Long‑Term Incentive Plan and any awards that are subject to Section 409A of the Internal Revenue Code (relating to nonqualified deferred compensation) as it deems necessary to conform to Section 409A.

~~Table of Contents~~

Potential Payments onUpon Termination or Change of Control

The following tables quantify the potential payments upon termination that our NEOs other than Mr. Bergman and Mr. Arora would receive assuming that the relevant termination event had occurred on December 31, ~~2017.~~2019. The last table quantifies potential payments upon an involuntary termination without cause and a change of control that our executive officers would receive assuming that both the termination without cause and change in control had occurred on December 31, ~~2017.~~

2019.

For Mr. Bergman, following his death on October 3, 2019, Mr. Bergman’s estate was entitled to a payment of a pro-rata portion of his 2019 annual bonus payment in an amount equal to $493,287. Additionally, the Compensation Committee decided to vest all of his unvested RSUs and stock options that would have otherwise been forfeited on his death.

For Mr. Arora, as described above, Mr. Arora’s employment was terminated effective March 1, 2019. He received the severance payment, and his previously granted equity awards were treated, in each case, as summarized above in the Section titled “Severance Agreement with Mr. Arora.”

Termination Due to Death or Disability


			Health Care	Unvested Stock
	Severance Pay	Pro-Rata Bonus	Continuation	Options	Unvested RSUs	Unvested PSUs	Total
Name	($)	($)	($)	($)	($)	($)	($)	Severance Pay ($)	Pro-Rata Bonus ($)	Health Care Continuation ($)	Unvested Stock Options ($)	Unvested RSUs ($)	Unvested PSUs ($)	Total ($)
Judson Bergman	—	390,000	—	235,269	—	4,154,200	4,779,469
William Crager	—	372,233	—	—	—	1,661,700	2,033,933	—	525,000	—	—	—	729,342	1,254,342
Anil Arora	—	378,271	—	144,946	1,661,800	—	2,185,016
Peter D’Arrigo	—	268,500	—	—	—	997,000	1,265,500	—	342,500	—	—	—	344,355	686,855
Stuart DePina								—	375,000	—	—	—	902,201	1,277,201
Scott Grinis	—	200,000	—	—	1,017,887	—	1,217,887	—	229,025	—	—	—	186,220	415,245
Joshua Mayer								—	222,500	—	—	—	70,304	292,804

There is no severance or health care continuation payable to any of the NEOs as a result of a termination due to death or disability. The pro-rata bonus is calculated as the average bonus for the executive officer paid with respect to the two calendar years preceding the date of termination multiplied by a fraction, the numerator of which equals the number of day so the year worked prior to the termination and the denominator of which equals 365. Because the assumed termination date is the last day of the year, the pro-rata bonus amounts listed above equal the average bonus paid ~~for FY 2015~~during 2019 and ~~2014~~2018 for the applicable executive officers. ~~For Mr. Arora,~~Additionally, the ~~bonus~~PSUs granted to the NEOs in 2018 and 2019 would remain eligible to vest at the end of the performance period in an amount ~~listed is~~ equal to the ~~average bonus for~~number of PSUs granted multiplied by the ~~executive officer paid with respect to~~performance percentage determined based on the ~~two calendar years preceding~~actual performance of the Company during the performance period further multiplied by a pro-rata fraction based on the number of days worked between the grant date and the date of termination ~~without multiplication~~divided by 1095. Because the ~~pro-rata fraction. The unvested equity awards held by~~performance percentage is not yet known, the ~~NEOs that were~~amount in the table estimates the value of the PSUs granted in ~~2016 in consideration for the execution of employment agreements~~2018 and for retention purposes would vest on a termination due to death or permanent disability. Additionally, the unvested equity awards granted to Mr. Arora for retention purposes following the acquisition of Yodlee, Inc. and the unvested restricted stock awards granted to Mr. Arora pursuant to the Envestnet, Inc. 2015 Acquisition Equity Plan held2019 that would become vested on such a termination ~~due~~assuming vesting with a performance percentage equal to ~~death or permanent disability.~~100% and a pro-rata fraction determined based on a

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termination date of December 31, 2019. All other equity awards held by the NEOs would be forfeited on termination. The value of the equity awards for the table above and the following tables was calculated using a stock price per share of ~~$49.85,~~$69.63, which is equal to the closing price of one share on the last trading day of the year on December ~~29, 2017.~~

31, 2019.

Termination Without Cause or for Good Reason

Health Care

Unvested Stock






Severance Pay

Pro-Rata Bonus

Continuation

Options

Unvested RSUs

Unvested PSUs

Total
Name

($)

($)

($)

($)

($)

($)

($)
Judson Bergman

1,980,000

390,000

23,313

235,269

—

4,154,200

6,782,782
William Crager

1,494,466

372,233

23,313

—

—

1,661,700

3,551,712
Anil Arora

437,750

378,271

19,873

144,946

1,661,800

—

2,642,639
Peter D’Arrigo

1,187,000

268,500

26,551

—

—

997,000

2,479,051
Scott Grinis

1,000,000

200,000

26,551

—

1,017,887

—

2,244,438



Name	Severance Pay ($)	Pro-Rata Bonus ($)	Health Care Continuation ($)	Unvested Stock Options ($)	Unvested RSUs ($)	Unvested PSUs ($)	Total ($)
William Crager	1,800,000	525,000	34,578	—	—	729,342	3,088,920
Peter D’Arrigo	1,335,000	342,500	34,578	—	—	344,355	2,056,433
Stuart DePina	1,710,000	375,000	34,578	—	—	902,201	3,021,779
Scott Grinis	1,088,050	229,025	34,578	—	—	186,220	1,537,873
Joshua Mayer	1,112,876	222,500	34,578	—	—	70,304	1,440,258

Subject to the signing of a release and compliance with the terms of the Employment Agreements, in the event of a termination of the executive’s employment either without cause or for good reason, the executive will be entitled to (i) “Severance Pay” equal to two (2) multiplied by the sum of his (a) base salary plus (b) an amount equal to the average of his most recent two annual bonuses (paid in equal installments on regular payment dates over two (2) years), (ii) a “Pro-Rata Bonus for Year of Termination” equal to the average of his most recent two annual bonuses multiplied by a fraction, the numerator of which equals the number of days during the calendar year prior to the termination date and the denominator of which equals 365 (paid on the sixty-day anniversary of the termination date), and (iii) a “Health Care Continuation” lump sum cash payment equal to the applicable percentage of the monthly COBRA coverage in connection with his termination multiplied by eighteen months (with the applicable percentage equal to the percentage of the executive’s health care premium costs covered by the company as of the termination date) (paid on the sixty-day

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anniversary of the termination date). ~~Mr. Arora’s Employment Agreement does not have a term and upon termination without cause or for good reason, and subject~~

The PSUs granted to the ~~signing~~NEOs in 2018 and 2019 would remain eligible to vest at the end of ~~a release, Mr. Arora will be entitled to (i) “Severance Pay”~~the performance period in an amount equal to ~~(a) twelve months~~the number of ~~his base salary plus (b)~~PSUs granted multiplied by the average of the annual cash bonus amounts paid in relation to the two years prior to the year in which termination occurs, and (ii) a “Health Care Continuation” payment equal to twelve months of the monthly COBRA premium cost applicable to Mr. Arora and his dependents (paid on the sixty-day anniversary of the termination date). The Health Care Continuation amounts wereperformance percentage determined ~~for each executive using a monthly COBRA premium~~ based on the actual ~~elections made~~performance of the Company during the performance period further multiplied by a pro-rata fraction based on the ~~individual executive.~~

~~The unvested equity awards held~~number of days worked between the grant date and the date of termination divided by 1095. Because the ~~NEOs that were~~performance percentage is not yet known, the amount in the table estimates the value of the PSUs granted in ~~2016 in consideration for the execution of employment agreements~~2018 and for retention purposes would vest on a termination due without cause or for good reason. Additionally, the unvested equity awards granted to Mr. Arora as for retention purposes following the acquisition of Yodlee, Inc. and the unvested restricted stock awards granted pursuant to the Envestnet, Inc. 2015 Acquisition Equity Plan held by Mr. Arora2019 that would become vested on such a termination ~~without cause or for good reason.~~assuming vesting with a performance percentage equal to 100% and a pro-rata fraction determined based on a termination date of December 31, 2019. All other equity awards held by the NEOs would be forfeited on such termination (unless such termination were within twenty-four months following a change in control as described below).

Termination Following Change of Control

Health Care

Unvested Stock






Severance Pay

Pro-Rata Bonus

Continuation

Options

Unvested RSUs

Unvested PSUs

Total
Name

($)

($)

($)

($)

($)

($)

($)
Judson Bergman

1,980,000

390,000

23,313

553,553

2,100,878

4,154,200

9,201,945
William Crager

1,494,466

372,233

23,313

175,644

1,105,374

1,661,700

4,832,729
Anil Arora

437,750

378,271

19,873

144,946

2,658,800

—

3,639,639
Peter D’Arrigo

1,187,000

268,500

26,551

121,663

755,178

997,000

3,355,891
Scott Grinis

1,000,000

200,000

26,551

80,109

1,485,630

—

2,792,289



Name	Severance Pay ($)	Pro-Rata Bonus ($)	Health Care Continuation ($)	Unvested Stock Options ($)	Unvested RSUs ($)	Unvested PSUs ($)	Total ($)
William Crager	1,800,000	525,000	34,578	18,131	1,792,973	1,874,022	6,044,704
Peter D’Arrigo	1,335,000	342,500	34,578	12,176	1,049,254	906,583	3,680,091
Stuart DePina	1,710,000	375,000	34,578	11,872	3,495,938	3,618,462	9,245,850
Scott Grinis	1,088,050	229,025	34,578	7,093	552,793	481,770	2,393,309
Joshua Mayer	1,112,876	222,500	34,578	7,093	493,189	251,086	2,121,322

The severance amounts payable for a termination without cause or for good reason following a change in control would be the same for all NEOs as a termination without cause or for good reason described above. All outstanding unvested equity awards held by the NEOs would become vested for a termination without cause within twenty-four months following a change in control (but not all equity would become vested on a termination for good reason as that would only apply to certain equity awards as described in the previous table for a termination with good reason).

Equity Compensation ~~Committee Report~~Plan Information

The following table summarizes, as of December 31, 2019, the equity compensation plans under which we may issue equity securities of the Company. Those plans include a 2004 stock incentive plan, the 2010 Long-Term Incentive Plan, the Envestnet, Inc. Management Incentive Plan for Envestnet | Tamarac Management Employees (the “2012 Plan”), and the Envestnet, Inc. 2019 Acquisition Equity Incentive Plan (the “2019 Equity Plan”).

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (c), excluding securities referenced in column (a)
Equity compensation plans approved by security holders	1,148,586	$	25.69	2,031,743
Equity compensation plans not approved by security holders (1)	2,000	$	12.51	216,929
Total	1,150,586	$	25.66	2,248,672

(1)

As a result of a merger in 2012, the Company adopted the 2012 Plan. The 2012 Plan provides for the grant of restricted common stock, stock options and the purchase of common stock for certain Envestnet | Tamarac employees. The 2012 Plan provides for the grant of up to 559,551 shares of common stock (“Target Incentive Awards”). The Target Incentive Awards vest based upon Tamarac meeting certain performance conditions and then a subsequent two-year service condition. The Company measured the cost of these awards based on the estimated fair value of the award as of the market closing price on the day before the acquisition closed. As of December 31, 2017, all 559,551 shares of restricted stock had vested.

As a result of the Company’s acquisition of PIEtech Inc. in 2019, the Company adopted the 2019 Equity Plan in order to make inducement grants to certain legacy PIEtech employees who joined Envestnet | MoneyGuide. Envestnet agreed to grant at future dates, not earlier than the sixty day anniversary of the PIEtech acquisition, up to 301,469 shares of Envestnet common stock in the form of RSUs and PSUs pursuant to the 2019 Equity Plan. The RSUs vest over time and the PSUs vest upon the achievement of meeting certain performance conditions as well as a subsequent service condition. The Company is recognizing the estimated expense on a graded-vesting method over a requisite service period of three to five years, which is the estimated vesting period.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s 2019 Annual Report on Form 10-K and in this proxy statement.

~~The foregoing report has been approved by the following members of the Compensation Committee.~~

~~ame~~

	James Fox, Chairperson Ross Chapin Gayle Crowell Gregory Smith

*the audits of our consolidated financial statements and internal control over financial reporting (including audit work performed over acquisitions);

	~~(2)~~
*		~~Audit‑related fees include:~~ the audits of our consolidated financial statements and internal control over financial reporting (including audit work performed over acquisitions);


*	reviews of quarterly consolidated financial statements;


*	the statutory audits of two of our subsidiaries;


*	consent and comfort letter issued in conjunction with the filing of registration statements;

(2) Audit‑related fees include:

*services to issue SOC1 reports (Service Organization Controls Reports).

* services to issue Service Organization Controls (SOC1) reports;
* services related to due diligence support for a potential acquisition

Pre‑Approval Policy of Audit and Non‑Audit Services

The Audit Committee pre‑approved all of the services associated with the fees described above. The Audit Committee has adopted policies and procedures for the pre‑approval of all audit and permissible non‑audit services provided by our independent ~~auditor.~~registered public accounting firm. The Audit Committee provides a general pre‑approval of certain audit and non‑audit services on an annual basis. The types of services that may be covered by a general pre‑approval include other audit services, audit‑related services and permissible non‑audit services. If a type of service is not covered by the Audit Committee’s general pre‑approval, the Audit Committee must review the service on a specific case by case basis and pre‑approve it if such service is to be provided by the independent ~~auditor.~~registered public accounting firm. Annual audit services, engagement terms, and fees require specific pre‑approval of the Audit Committee. Any proposed services exceeding the pre‑approved fees also require specific pre‑approval by the Audit Committee. For both types of pre‑approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee may delegate either type of pre‑approval authority to one or more of its members.

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT ~~AUDITORS.~~

REGISTERED PUBLIC ACCOUNTING FIRM.

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SHAREHOLDER PROPOSALS FOR ~~2019~~2021 ANNUAL MEETING

~~How do I submit~~

Any proposal that a ~~proposal for inclusion~~shareholder wishes to include in ~~next year’s~~our proxy ~~material?~~

~~If you wish to submit a proposal to be considered for inclusion in the proxy material~~materials for the next annual meeting ~~please send it to the Corporate Secretary, Envestnet, Inc., 35 East Wacker Drive, Suite 2400, Chicago, Illinois, 60601. Under the rules of the SEC, proposals~~ must be received at the following address no later than December ~~12, 2018~~9, 2020 and otherwise comply with the requirements of the SEC to be eligible for inclusion in Envestnet’s ~~2019 Annual Meeting~~2021 annual meeting proxy statement and form of ~~proxy.~~

~~How do I~~proxy: Corporate Secretary, Envestnet, Inc., 35 East Wacker Drive, Suite 2400, Chicago, Illinois, 60601.

To submit a shareholder proposal that is not eligible for inclusion in the proxy materials for our next annual meeting, or to make a nomination ~~at an annual meeting?~~

~~A shareholder proposal not included in our proxy statement~~ for ~~the 2019 Annual Meeting of Shareholders will be ineligible for presentation~~one or more directors at the ~~2019 Annual Meeting of Shareholders unless the~~annual meeting, a shareholder ~~gives~~must give timely notice of the proposal or nomination in writing to our ~~secretary~~Corporate Secretary at our principal executive ~~offices. Under~~offices and comply with the other requirements set forth in our ~~by‑laws, in order for a matter to~~by-laws. To be ~~deemed properly presented by a shareholder,~~ timely, notice must be delivered to ~~or mailed~~the Corporate Secretary at the address noted above between December 9, 2020 and ~~received by, us not less than 90 nor more than 120 days prior to the next annual meeting of shareholders;~~January 8, 2021; provided, however, that ~~in the event that if we did not hold an annual meeting in the prior year or~~ if the date of the annual meeting is more than 30 days before or after the anniversary date of the prior year’s annual meeting, we must receive the shareholder’s notice by the close of business on the later of 90 days prior to the annual meeting and ~~the 10th day~~10 days after the day we ~~provided such~~provide public disclosure of the meeting date. The notice must set forth, as to each proposed matter, the information required by Section 4.1 (for shareholder proposals) or Section 5.2 (for director nominations) of our by-laws which includes the following: (a) for shareholder proposals, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend our by‑laws, the language of the proposed amendment), and reasons for conducting such business at the ~~meeting;~~meeting or, for director nominations, certain biographical and background information about each nominee; (b) the name and record address of the shareholder proposing such business or director nominee and the beneficial owner, if any, on whose behalf the proposal or nomination is made; (c) the number of shares of our common stock that are owned beneficially and of record by the shareholder and beneficial owner; (d) for shareholder proposals, any material interest of the shareholder in such ~~business;~~business or, for director nominations, a description of all arrangements or understandings between such shareholder and each person the shareholder proposes for election or reelection as a director; and (e) any other information that is required to be provided by such shareholder pursuant to ~~proxy proposal submission rules of~~ the ~~SEC.~~

Exchange Act or applicable SEC rules.

OTHER MATTERS

~~The Board of Envestnet does~~

We do not know of any matters which may be presented at the Annual Meeting other than those specifically set forth in the Notice of Annual Meeting. If any other matters come before the meeting or any adjournment thereof, the persons named in the accompanying form of proxy and acting thereunder will vote in accordance with their best judgment with respect to such matters.

~~By Order~~

The Company has made available to you its Annual Report on Form 10-K which you may access at www.envestnet.com. We will furnish without charge to each person whose proxy is being solicited, upon the written request of any such person, a copy of our Annual Report on Form 10-K for the ~~Board~~fiscal year ended December 31, 2019, as filed with the SEC, including the financial statements and schedules thereto. Requests for copies of ~~Directors,~~

~~Shelly O’Brien~~

such report should be directed to Envestnet’s Corporate Secretary

at 35 East Wacker Drive, Suite 2400, Chicago, IL 60601.

By Order of the Board of Directors,

Shelly O’Brien

Corporate Secretary

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APPENDIX A

DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES

In addition to reporting results according to U.S. GAAP, we also disclose certain non-GAAP financial measures to enhance the understanding of our operating performance. Those measures include “adjusted EBITDA” and “adjusted net income per diluted share” (“adjusted EPS”).

“Adjusted EBITDA” represents net income (loss) before deferred revenue fair value adjustment, interest income, interest expense, imputed interest expense on contingent consideration, accretion on contingent consideration and purchase liability, income tax provision (benefit), depreciation and amortization, non‑cash compensation expense, restructuring charges and transaction costs, severance, fair market value adjustment on contingent consideration liability, litigation related expense, foreign currency, ~~and related hedging activity, other (income) expense,~~ non-income tax expense adjustment, ~~impairment of~~loss allocation from equity method investment, ~~loss allocation from~~impairment of equity method investment and loss attributable to non‑controlling interest.

“Adjusted net income” represents net income (loss) before deferred revenue fair value adjustment, accretion on contingent consideration and purchase liability, non‑cash interest expense, non‑cash compensation expense, ~~accretion on contingent consideration,~~ restructuring charges and transaction costs, severance, amortization of acquired intangibles and fair value adjustment to property and equipment, net, fair‑market value adjustment on contingent consideration ~~amortization of acquired intangibles,~~liability, litigation related expense, foreign currency, ~~and related hedging activity, other (income) expense,~~ non-income tax expense adjustment, ~~impairment of~~loss allocation from equity method investment, ~~loss allocation from~~impairment of equity method investment and loss attributable to non‑controlling interest. Reconciling items are presented gross of tax, and a normalized tax rate is applied to the total of all reconciling items to arrive at adjusted net income. The ~~reconciling items, and resulting adjusted net income, are presented on a different basis than historically shown to eliminate the impact of quarterly volatility of the GAAP~~normalized tax ~~provision (benefit)~~rate is based solely on the ~~Company’s adjusted earnings figures.~~

estimated blended statutory income tax rates in the jurisdictions in which we operate. We monitor the normalized tax rate based on events or trends that could materially impact the rate, including tax legislation changes and changes in the geographic mix of our operations.

“Adjusted ~~net income per share”~~EPS” represents adjusted net income attributable to common shareholders divided by the diluted number of weighted‑average shares outstanding.

Our Board ~~of Directors~~ and our management use adjusted EBITDA and adjusted net income per share:

~~As measures of operating performance;~~

~~For planning purposes, including the preparation of annual budgets;~~

As measures of operating performance;

~~To allocate resources to enhance the financial performance of our business;~~

For planning purposes, including the preparation of annual budgets;

~~To evaluate the effectiveness of our business strategies; and~~

To allocate resources to enhance the financial performance of our business;

~~In communications with our Board of Directors concerning our financial performance.~~

To evaluate the effectiveness of our business strategies; and

In communications with our Board concerning our financial performance.

Our Compensation Committee, Board ~~of Directors~~ and our management may also consider adjusted EBITDA, among other factors, when determining management’s incentive compensation.

We also present adjusted EBITDA and adjusted ~~net income per share~~EPS as supplemental performance measures because we believe that they provide our Board, ~~of Directors,~~ management and investors with additional information to assess our performance. Adjusted EBITDA provide comparisons from period to period by excluding potential differences caused by variations in the age and book depreciation of fixed assets affecting relative depreciation expense and amortization of internally developed software, amortization of acquired intangible assets, litigation‑related expense, foreign currency, ~~and related hedging activity,~~ income tax provision (benefit), restructuring charges and transaction costs, accretion on contingent consideration and purchase liability, fair market value adjustments on contingent consideration liability, non-income tax expense, ~~other (income) expense,~~ severance, ~~impairment of~~loss allocation from equity method investment, ~~loss allocation from~~impairment of equity method investment, loss attributable to non‑controlling interest, and changes in interest expense and interest income that are influenced by capital structure decisions and capital market conditions. Our management also believes it is useful to

~~A-1~~

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exclude non‑cash stock‑based compensation expense from adjusted EBITDA and adjusted net income because non‑cash equity grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time.

We believe adjusted EBITDA and adjusted ~~net income per share~~EPS are useful to investors in evaluating our operating performance because securities analysts use adjusted EBITDA and adjusted ~~net income per share~~EPS as supplemental measures to evaluate the overall performance of companies, and we anticipate that our investor and analyst presentations will include adjusted EBITDA and ~~and~~ adjusted ~~net income per share.~~

EPS.

Adjusted EBITDA and adjusted ~~net income per share~~EPS are not measurements of our financial performance under U.S. GAAP and should not be considered as an alternative to revenues, net income, operating income or any other performance measures derived in accordance with U.S. GAAP, or as an alternative to cash flows from operating activities as a measure of our profitability or liquidity.

We understand that, although adjusted EBITDA and adjusted ~~net income per share~~EPS are frequently used by securities analysts and others in their evaluation of companies, these measures have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for an analysis of our results as reported under U.S. GAAP. In particular you should consider:

~~Adjusted EBITDA and adjusted net income per share do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;~~

~~Adjusted EBITDA and adjusted net income per share do not reflect changes in, or cash requirements for, our working capital needs;~~

Adjusted EBITDA and adjusted EPS do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

~~Adjusted EBITDA and adjusted net income per share do not reflect non‑cash components of employee compensation;~~

Although depreciation and amortization are non‑cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements;

Due to either net losses before income tax expenses or the use of federal and state net operating loss carryforwards in 2017, 2016 and 2015, we had cash income tax payments, net of refunds, of $3,261, $1,114, and $1,700 in the years ended December 31, 2017, 2016 and 2015, respectively. Income tax payments will be higher if we continue to generate taxable income and our existing net operating loss carryforwards for federal and state income taxes have been fully utilized or have expired; and

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~~Other companies in our industry may calculate adjusted EBITDA and adjusted net income per share differently than we do, limiting their usefulness as a comparative measure.~~

Adjusted EBITDA and adjusted EPS do not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA and adjusted EPS do not reflect non‑cash components of employee compensation;

Due to either net losses before income tax expense or the use of federal and state net operating loss carryforwards in 2019, 2018 and 2017, we paid net cash of $8,119, $5,531, and $3,261 in the years ended December 31, 2019, 2018 and 2017, respectively. In the event that we begin to generate taxable income and our existing net operating loss carryforwards for federal and state income taxes have been fully utilized or have expired, income tax payments will be higher; and

Other companies in our industry may calculate adjusted EBITDA and adjusted EPS differently than we do, limiting their usefulness as a comparative measure.

Management compensates for the inherent limitations associated with using adjusted EBITDA and adjusted ~~net income per share~~EPS through disclosure of such limitations, presentation of our financial statements in accordance with U.S. GAAP and reconciliation of adjusted EBITDA and adjusted ~~net income per share~~EPS to net income and net income per share, the most directly comparable U.S. GAAP measure. Further, our management also reviews U.S. GAAP measures and evaluates individual measures that are not included in some or all of our non‑U.S. GAAP financial measures, such as our level of capital expenditures and interest income, among other measures.

~~A-2~~

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The following table sets forth the reconciliation of net income (loss) to adjusted EBITDA based on our historical results:

Years ended December 31
(in millions)
2012
2013
2014
2015
2016
2017
Net income (loss)
$0.47
$3.66
$13.98
$4.44
$(55.57)
$(3.28)
Deferred revenue fair value adjustment
1.25
0.16
-
0.32
1.27
0.13
Interest income
(0.03)
(0.02)
(0.14)
(0.34)
(0.04)
(0.20)
Interest expense
-
-
0.63
10.27
16.60
16.35
Imputed interest expense on contingent consideration
-
0.79
1.47
-
-
-
Accretion on contingent consideration
-
-
-
0.89
0.15
0.51
Fair market value adjustment to contingent consideration
-
0.50
(1.43)
(4.15)
1.59
-
Foreign currency and related hedging activity
-
-
-
-
(0.72)
0.49
Income tax provision
2.60
2.05
8.53
4.55
15.08
1.59
Depreciation and amortization
12.40
15.33
18.65
27.96
64.00
62.82
Impairment on investments
-
-
-
-
-
-
Stock compensation expense
4.04
8.92
11.42
15.16
33.28
31.33
Impairment of customer inducement assets
-
-
-
-
-
-
Other income
-
-
(1.83)
0.07
(1.38)
-
Non-income tax expense adjustment
-
-
-
-
6.23
0.35
Impairment of equity method investment
-
-
-
-
0.73
-
Loss allocation from equity method investment
-
-
-
-
1.42
1.47
Restructuring charges and transaction costs
2.72
3.30
2.67
13.50
5.78
13.67
Contract settlement charges
-
-
-
-
-
-
Re-audit related expenses
-
3.11
-
-
-
-
Severance
0.28
0.79
0.74
1.70
4.34
2.32
Bad debt expense
-
-
-
-
-
-
Customer inducement costs
-
-
-
-
-
-
Pre-tax loss attributable to non-controlling interest
-
-
1.23
1.64
1.08
0.32
Litigation related expense
0.27
0.01
0.02
0.07
5.59
1.03
Adjusted EBITDA
$23.99
$38.59
$55.94
$76.07
$99.44
$128.89

Note: Numbers may not sum due to rounding

~~A-3~~



	Years ended December 31
(in millions)	2014			2015			2016			2017			2018			2019
Net income (loss)	$	13.98		$	4.44		$	(55.57	)	$	(3.28	)	$	4.01		$	(17.20	)
Deferred revenue fair value adjustment	—			0.32			1.27			0.13			0.12			9.27
Interest income	(0.14		)	(0.34		)	(0.04		)	(0.20		)	(2.36		)	(3.35		)
Interest expense	0.63			10.27			16.60			16.35			25.20			32.52
Imputed interest expense on contingent consideration	1.47			—			—			—			—			—
Accretion on contingent consideration and purchase liability	—			0.89			0.15			0.51			0.22			1.77
Income tax provision (benefit)	8.53			4.55			15.08			1.59			(13.17		)	(30.89		)
Depreciation and amortization	18.65			27.96			64.00			62.82			77.63			101.27
Non-cash compensation expense	11.42			15.16			33.28			31.33			40.25			60.44
Restructuring charges and transaction costs	2.67			13.50			5.78			13.67			15.58			26.56
Severance	0.74			1.70			4.34			2.32			8.32			15.37
Fair market value adjustment on contingent consideration liability	(1.43		)	(4.15		)	1.59			—			—			(8.13		)
Litigation related expense	0.02			0.07			5.59			1.03			—			2.88
Foreign currency	—			—			(0.72		)	0.49			(0.59		)	(0.07		)
Non-income tax expense adjustment	—			—			6.23			0.35			(0.59		)	0.37
Loss allocation from equity method investment	—			—			1.42			1.47			1.15			2.36
Impairment of equity method investment	—			—			0.73			—			—			—
Other	(1.83		)	0.07			(1.38		)	—			—			—
Loss attributable to non-controlling interest	1.23			1.64			1.08			0.32			1.79			0.11
Adjusted EBITDA	$	55.94		$	76.07		$	99.44		$	128.89		$	157.55		$	193.29

Note: Numbers may not sum due to rounding

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The following table sets forth the reconciliation of net income (loss) to adjusted net income and adjusted ~~net income per diluted share~~EPS based on our historical results:

Years ended December 31
(in millions except per share amounts)
2012
2013
2014
2015
2016
2017
Net income (loss)
$0.47
$3.66
$13.98
$4.44
$(55.57)
$(3.28)
Income tax provision

8.53
4.55
15.08
1.59
Income (loss) before income tax provision

22.51
8.99
(40.49)
(1.69)

Deferred revenue fair value adjustment
0.75
0.09
-
0.32
1.27
0.13
Non-cash interest expense
-
-
0.33
6.39
8.24
8.99
Imputed interest expense on contingent consideration
-
0.46
-
-
-
-
Accretion on contingent consideration
-
-
1.47
0.89
0.15
0.51
Fair market value adjustment to contingent consideration
-
0.29
(1.43)
(4.15)
1.59
-
Foreign currency and related hedging activity
-
-
-
-
(0.72)
0.49
Stock compensation expense
2.41
5.17
11.42
15.16
33.28
31.33
Impairment of customer inducement assets
-
-
-
-
-
-
Other income
-
-
(1.83)
0.07
(1.38)
-
Non-income tax expense adjustment
-
-
-
-
6.23
0.35
Impairment of equity method investment
-
-
-
-
0.73
-
Loss allocation from equity method investment
-
-
-
-
1.42
1.47
Restructuring charges and transaction costs
1.81
2.25
2.67
13.50
5.78
13.67
Non-recurring tax items
1.12
-
-
-
-
-
Re-audit related expenses
-
1.80
-
-
-
-
Severance
0.17
0.46
0.74
1.70
4.34
2.32
Amortization of acquired intangible assets
3.69
4.90
10.64
17.64
45.52
42.13
Customer inducement costs
-
-
-
-
-
-
Pre-tax loss attributable to non-controlling interest
-
-
1.23
1.64
1.08
0.32
Litigation related expense
0.16
-
0.02
0.07
5.59
1.03
Adjusted net income before income tax effect
10.57
19.09
47.77
62.20
72.63
101.05
Income tax effect

(18.23)
(24.51)
(29.05)
(40.42)
Adjusted net income
$10.57
$19.09
$29.54
$37.70
$43.58
$60.63

Diluted number of weighted-average shares outstanding
33.34
35.67
36.88
38.39
44.58
46.15

Adjusted net income per share - diluted
$0.32
$0.54
$0.80
$0.98
$0.98
$1.31

Note: Numbers may not sum due to rounding. Income tax effect broken out separately beginning in 2014.

~~A-4~~



	Years ended December 31
(in millions except per share amounts)	2014			2015			2016			2017			2018			2019
Net income (loss)	$	13.98		$	4.44		$	(55.57	)	$	(3.28	)	$	4.01		$	(17.20	)
Income tax provision (benefit)	8.53			4.55			15.08			1.59			(13.17		)	(30.89		)
Income (loss) before income tax provision	22.51			8.99			(40.49		)	(1.69		)	(9.16		)	(48.09		)
Deferred revenue fair value adjustment	—			0.32			1.27			0.13			0.12			9.27
Accretion on contingent consideration and purchase liability	1.47			0.89			0.15			0.51			0.22			1.77
Non-cash interest expense	0.33			6.39			8.24			8.99			13.91			18.74
Non-cash compensation expense	11.42			15.16			33.28			31.33			40.25			60.44
Restructuring charges and transaction costs	2.67			13.50			5.78			13.67			15.58			26.56
Severance	0.74			1.70			4.34			2.32			8.32			15.37
Amortization of acquired intangible assets and fair value adjustment to property and equipment, net	10.64			17.64			45.52			42.13			53.86			70.68
Fair market value adjustment on contingent consideration liability	(1.43		)	(4.15		)	1.59			—			—			(8.13		)
Litigation related expense	0.02			0.07			5.59			1.03			—			2.88
Foreign currency	—			—			(0.72		)	0.49			(0.59		)	(0.07		)
Non-income tax expense adjustment	—			—			6.23			0.35			(0.59		)	0.37
Loss allocation from equity method investment	—			—			1.42			1.47			1.15			2.36
Impairment of equity method investment	—			—			0.73			—			—			—
Other	(1.83		)	0.07			(1.38		)	—			—			—
Loss attributable to non-controlling interest	1.23			1.64			1.08			0.32			1.79			0.11
Adjusted net income before income tax effect	47.77			62.20			72.63			101.05			124.84			152.26
Income tax effect	(18.23		)	(24.51		)	(29.05		)	(40.42		)	(33.71		)	(38.83		)
Adjusted net income	$	29.54		$	37.70		$	43.58		$	60.63		$	91.14		$	113.44

Diluted number of weighted-average shares outstanding	36.88			38.39			44.58			46.15			47.38			52.68

Adjusted EPS	$	0.80		$	0.98		$	0.98		$	1.31		$	1.92		$	2.15

Note: Numbers may not sum due to rounding.

Table of Contents

ANNUAL MEETING OF SHAREHOLDERS OF ENVESTNET, May 10, 2018 INC. INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20233000000000001000 6 051018 2. The approval, on an advisory basis, of 2017 executive compensation. fiscal year ending December 31, 2018. changes to the registered name(s) on the account may not be submitted via Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF PROPOSALS 1, 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. The election as director of the nominees listed below (except as marked to the contrary below): NOMINEES: FOR ALL NOMINEESO Charles Roame O Gregory Smith WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN 3. The ratification of KPMG LLP as the independent auditors for the MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that this method. Signature of Shareholder Date: Signature of ShareholderDate: NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www.envestnet.com COMPANY NUMBER ACCOUNT NUMBER PROXY VOTING INSTRUCTIONS

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ANNUAL MEETING OF SHAREHOLDERS OF ENVESTNET, INC. May 10, 2018 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www.envestnet.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 20233000000000001000 6 051018 2. The approval, on an advisory basis, of 2017 executive compensation. fiscal year ending December 31, 2018. changes to the registered name(s) on the account may not be submitted via Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF PROPOSALS 1, 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. The election as director of the nominees listed below (except as marked to the contrary below): NOMINEES: FOR ALL NOMINEESO Charles Roame O Gregory Smith WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN 3. The ratification of KPMG LLP as the independent auditors for the MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that this method. Signature of Shareholder Date: Signature of ShareholderDate:

Table of Contents

ENVESTNET, INC. 2018 Annual Meeting of Shareholders The Annual Meeting of Shareholders of Envestnet, Inc. will be held on Thursday, May 10, 2018 at 10:00 a.m. Central Time at 35 East Wacker Drive, Suite 260, Chicago, Illinois. Registration will open at 9:30 a.m. Central Time and the meeting will start promptly at 10:00 a.m. The meeting is expected to last about 30 minutes. IMPORTANT: 1. 2. If you are planning to attend the meeting, please check the box on the proxy on the reverse side. This letter is your admission ticket to the meeting and must be presented to the registration desk on the day of the meeting. - 0 ENVESTNET, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ENVESTNET, INC. The undersigned shareholder(s) of Envestnet, Inc. (the "Company") hereby appoints Judson Bergman or Peter D'Arrigo, or either of them, with full power of substitution, as attorneys and proxies of the undersigned, with the powers the undersigned would possess if personally present, and with full power of substitution, to vote all shares of common stock of the Company at the Annual Meeting of Shareholders of the Company to be held on Thursday, May 10, 2018, at 10:00 a.m., Central Time, at 35 E. Wacker Drive, Suite 260, Chicago, IL 60601, and at any postponements, continuations or adjournments thereof, upon all subjects that may properly come before the meeting, including the matters described in the Proxy Statement furnished herewith, subject to any directions indicated below. I hereby vote my shares of Envestnet, Inc. common stock as specified on the reverse side of this card. (Continued and to be signed on the reverse side.) 14475 1.1



Filed by the Registrant ☒ x
Filed by a Party other than the Registrant ☐ o
Check the appropriate box:
☐ o	Preliminary Proxy Statement
☐ o	Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
☒ x	Definitive Proxy Statement
☐ o	Definitive Additional Materials
☐ o	Soliciting Material under §240.14a‑12


~~Envestnet, Inc.~~
Envestnet, 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):
☒ x		No fee required.
☐ o		Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.
	~~(1)~~	(1	)	Title of each class of securities to which transaction applies:

(2	~~(2)~~ )		Aggregate number of securities to which transaction applies:

(3	~~(3)~~ )		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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☐ o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


	~~Sincerely,~~
	Sincerely,
	~~Judson Bergman~~
William Crager
~~Chairman and~~ Chief Executive Officer



~~INFORMATION~~PROXY STATEMENT SUMMARY	1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	3 1
Why has this proxy statement been made ~~available~~available?	3 1
What proposals will be voted on at the Annual ~~Meeting~~Meeting?	3 1
Are proxy materials available on the ~~Internet~~Internet?	3 1
Who is entitled to ~~vote~~vote?	3 1
How many votes do I ~~have~~have?	4 2
What is the difference between holding shares as a shareholder of record and as a beneficial ~~owner~~owner?	4 2
How do I vote by proxy if I am a shareholder of ~~record~~record?	4 2
How do I give voting instructions if I am a beneficial ~~owner~~owner?	4 3
May I vote by telephone or via the ~~Internet~~Internet?	4 3
May I revoke my proxy or my voting ~~instructions~~instructions?	5 3
How do I vote ~~in person~~during the virtual Annual Meeting?	5
Why are we holding the Annual Meeting virtually?	5
How can I ask questions at the virtual Annual ~~Meeting~~Meeting?	5 4
What do I do if I have technical problems during the virtual Annual Meeting?	6
Could emerging developments regarding the COVID-19 pandemic affect our ability to hold the Annual Meeting as planned?	6
What votes need to be present to hold the Annual ~~Meeting~~Meeting?	6 4
What vote is required to approve each ~~proposal~~proposal?	6 4
How are votes ~~counted~~counted?	6 4
What is the effect of broker non-votes and ~~abstentions~~abstentions?	6 4
~~Are there any voting agreements with respect to our common stock~~	5
~~What are~~Who will pay the costs of soliciting ~~these~~ proxies ~~and who will pay them~~for the Annual Meeting?	6 5
Where can I find the voting ~~results~~results?	7 5
Will Envestnet’s independent ~~auditors~~registered public accounting firm attend the Annual ~~Meeting~~Meeting?	7 5
Do directors attend the Annual ~~Meeting~~Meeting?	7 5
~~Can~~How can a shareholder, employee, or other interested party communicate directly with our ~~Board~~ ~~If so, how~~Board?	7 5
Whom should I call if I have any ~~questions~~questions?	7 5
CORPORATE GOVERNANCE	8 6
Overview	8 6
The Board of Directors	9 7
Director Independence	9 7
The Committees of the Board	10 8
~~How are directors compensated~~Restrictions on Short-term Speculative Transactions, Hedging and Pledging	11 9
~~Do we have stock ownership guidelines and an anti-hedging policy~~Board Leadership Structure?	12 10
~~Director Compensation~~The Board’s Oversight of Risk	12 11
~~What is our Board leadership structure~~Director Self-Evaluations	13 11
~~How does the Board oversee risk~~Director Nominations	13 12
~~How do directors evaluate their performance~~Shareholder Recommendation and Nominations of Director Candidates	13 12
~~How are directors nominated~~Related Party Transaction Policy and Procedures	14 13
~~Compensation Committee interlock and insider participation~~Related Party Transactions	14 14
~~What is our Related Party transactions approval policy and what procedures do we use to implement it~~	14
~~What Related Party transactions do we have~~	15
Indemnification of Directors and Executive Officers	14 16
~~Did our insiders comply with~~Delinquent Section 16(a) ~~beneficial ownership reporting in 2017~~Reports	14 16
DIRECTOR COMPENSATION	15 16
~~General~~Stock Ownership Guidelines - Non-employee Directors	15 16
Director Compensation Table	15
Outstanding Unvested Awards	16
PROPOSAL NO. 1: ELECTION OF DIRECTORS	17
General	17



Nominee for election for a term expiring in 2022 (Class III)	18
Nominees for election for a term expiring in ~~2021~~2023 (Class I)II)	19 17
Directors whose terms of office will continue after this meeting	20 18
Directors whose terms expire in ~~2019~~2021 (Class ~~III)~~I)	20 18
Directors whose terms expire in ~~2020~~2022 (Class ~~II)~~III)	21 19
~~INFORMATION ABOUT OUR COMMON SHARE~~SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS	22 21
~~How much stock is owned by directors and executive officers~~Security Ownership of Management	22 21
~~Which shareholders own more than 5%~~Security Ownership of ~~our common stock~~Certain Beneficial Owners	23 22


1.		To elect ~~two~~one Class IIII director to hold office until the 2022 annual meeting and three Class II directors to hold office until the ~~2021 Annual Meeting~~2023 annual meeting or, in each case, until ~~their successors are~~his successor is duly elected and ~~qualified;~~ qualified or until his earlier resignation, removal, death or incapacity;


2.		To ~~vote,~~approve, on an advisory basis, ~~on 2017~~2019 executive compensation;


3.		To ratify the appointment of KPMG LLP as Envestnet’s independent ~~auditors~~registered public accounting firm for the fiscal year ending December 31, ~~2018;~~2020; and


4.		To transact such other business, if any, as lawfully may be brought before the meeting.


EXECUTIVE COMPENSATION	24 23
Compensation Discussion &and Analysis (“CD&A”)	24 23
~~Company Overview~~Leadership Changes	24 23
~~Shareholder Feedback and Compensation Committee Response~~	23
Highlights of ~~2017~~2019 and Long-Term Performance	24 25
Financial Performance 2019 versus 2018	24
Strategic Accomplishments	25
5 Year Performance	25
Shareholder Engagement and 2019 Say-on-Pay Vote	25
Envestnet’s Compensation Philosophy and Guiding Principles	26 26
Envestnet's Executive Compensation ~~Decision Process and Decisions for 2017~~Program	26 27
~~Role of Compensation Committee and Management~~	28
What We Do and What We Don’t Do	27 29
~~Executive~~Role of Compensation ~~Program Enhancements~~Committee and Management	27 29
Peer Group	28 29
~~2017 Components of Executive~~ Compensation Decisions Made in 2020 for 2019 Performance	29 31
Benefits and Perquisites	31 34
~~Compensation Recoupment (“Clawback”) Policy~~Stock Ownership Guidelines - NEOs	31 34
Envestnet, Inc. Clawback Policy	31
Impact of Tax Treatments on Compensation	32 34
~~2017~~2019 Summary Compensation Table	33 36
~~2017~~2019 Grants of Plan-Based Awards Table	34 37
Narrative to ~~2017~~2019 Summary Compensation Table and ~~2017~~2019 Grants of Plan-Based Awards Table	35 37
~~2017~~2019 Outstanding Equity Awards at Fiscal Year-End	36 38
~~2017~~2019 Option Exercises and Stock Vested	37 39
Nonqualified Deferred Compensation	37 39
Potential Payments Upon Termination ofor Change of Control	40 40
Termination Due to Death or Disability	40
Termination Without Cause or for Good Reason	41
Termination Following Change of Control	41
Equity Compensation Plan Information	41
COMPENSATION COMMITTEE REPORT	43 44
CEO PAY RATIO ~~DISCLOSURE~~	44 45
PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	45 46
AUDIT COMMITTEE REPORT	46 47
PROPOSAL NO. 33: RATIFICATION OF APPOINTMENT OF INDEPENDENT ~~AUDITORS~~REGISTERED PUBLIC ACCOUNTING FIRM	47 48
Independent ~~Auditor~~Registered Public Accounting Firm Fee Information	47 48
Pre-Approval Policy of Audit and Non-Audit Services	47 48
SHAREHOLDER PROPOSALS FOR ~~2019~~2021 ANNUAL MEETING	48 49
~~How do I submit a proposal for inclusion in next year’s proxy material~~	49
~~How do I submit a proposal or make a nomination at an annual meeting~~	49
OTHER MATTERS	48
APPENDIX A	49
PROXY CARD	53



Date:		May 13, 2020
Time:		10:00 a.m., Central Time
Live Webcast Address:		https://web.lumiagm.com/241143720
Record Date:		March 16, 2020



Proposals:	Board recommendation:	For more information, see page:
1. Election of one Class III director and three Class II directors	“FOR” each director nominee	17
2. Approval, on an advisory basis, of executive compensation	“FOR”	45
3. Ratification of independent registered public accounting firm	“FOR”	47



				Board Committees:
Director	Age	Director Since	Independent	Audit	Compensation	Nominating and Governance	Compliance and Information Security Committee	Strategy
Luis Aguilar*	66	2016	Y			ü	ü
Anil Arora	59	2015	N
Ross Chapin*	67	2001	Y	ü	ü			ü
William Crager*	56	2020	N
Gayle Crowell	69	2016	Y		ü	ü	Chair
James Fox*	68	2015	Y	ü	Chair	ü		ü
Valerie Mosley	60	2018	Y			ü	ü
Charles Roame	54	2011	Y	ü		Chair	ü	Chair
Gregory Smith	56	2015	Y	Chair	ü	ü		ü


ü	Pay for performance by basing a substantial part of named executive officer (“NEO”) compensation on Company and individual performance, including Performance Share Units


ü	Strong emphasis on long-term equity compensation; majority of NEOs’ pay is in the form of equity compensation


ü	Retain an independent compensation consultant


ü	Require stock ownership (as a multiple of base salary) for NEOs



ü	7 of 9 independent directors	ü	All Board committees are independent
ü	Diverse board that provides a range of viewpoints	ü	Stock ownership requirements for directors and NEOs
ü	Regular board and committee meetings	ü	Regular executive sessions of independent directors
ü	Annual board and committee self-evaluations	ü	Provide continuing education for directors
ü	Risk oversight by full Board and committees	ü	Annual review of CEO succession planning
ü	Directors not “over-boarded”	ü	Code of Ethics and Conduct applicable to all directors, officers and employees
ü	Director resignation policy if a majority of votes are “withheld” from a director in an uncontested election



Focus Area	What We Believe	What We Do
Community	Envestnet is committed to strengthening our communities through empowering employees to make a positive impact in their communities, as well as through developing financial literacy and an understanding of the financial services industry.	• Envestnet Cares - our employee charitable initiative. • Educational programs including: – Envestnet Institute in Classrooms – Envestnet Institute on Campus – Envestnet \| MoneyGuide University Program
Environment	Envestnet believes in being responsible citizens, as well as enabling access to sustainable investment products.	• Our platform offers access to sustainable products and services through Impact Investing Solutions. • Reduce our impact through targeted initiatives.
Employees	Envestnet employees are valued members of our Company. We know our team works hard, and that is why we invest in them.	• Offer a comprehensive suite of benefits designed to ensure our employees are taken care of both professionally and personally. • Promote diversity and inclusion and commit to protecting human rights through policies in our Code of Conduct. • Women’s Initiative Network created in 2019.
Data & Privacy	Envestnet has a responsibility to employ leading risk management and security measures for the handling of sensitive personal financial data.	• Protecting the personal information of those who use our services is a top priority for Envestnet. • Envestnet adheres to leading industry practices for data security, regulatory compliance, and privacy.


~~In General~~	Our Board maintains corporate governance policies. We have reviewed internally and with the Board the provisions of the Sarbanes‑Oxley Act of 2002, the rules of the SEC and the NYSE’s listing standards regarding corporate governance policies and processes and are in compliance with the rules and listing standards. We have adopted Corporate Governance Guidelines covering issues such as executive sessions of the Board, director qualification standards, including independence, director responsibilities and Board self‑evaluations. We have also adopted a Code of Business Conduct and Ethics for our employees and directors and charters for each of our Audit, Compensation, Nominating and Governance, and Compliance and Information Security Committees. The full text of our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and each committee charter, are available on our website located at www.envestnet.com and you can view and print these documents by accessing our website, then clicking on “Investor Relations,” followed by “Corporate Governance.” In addition, you may request copies of the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the committee charters by contacting our Corporate Secretary via:
	Telephone (312) 827‑2800 Facsimile (312) 621-7091 E‑mail ~~corpsecy@envestnet.com~~
~~Independent Director Meetings~~	Our independent directors meet at regularly scheduled executive sessions without the participation of management and our non‑employee directors also meet periodically at executive sessions without the participation of management. Ross Chapin, our lead independent director, is the presiding director for executive sessions of independent directors and non‑employee directors.
~~Other Corporate Governance Highlights~~	~~With the exception of two directors, our Board consists of all non‑employee, independent directors.~~
	~~Only non‑employee, independent directors may serve on our Audit, Compensation, Nominating and Governance, and Compliance and Information Security Committees.~~
	~~Our Audit Committee hires, determines the compensation of and decides the scope of services performed by our independent auditors. It also has the authority to retain outside advisors.~~
	~~No member of our Audit Committee simultaneously serves on the audit committees of more than two public companies.~~

	Our Compensation Committee has the authority to retain independent consultants to assist it. Our Compensation Committee evaluates the performance of the Chief Executive Officer, to whom we refer to as our CEO, based on corporate goals and objectives and, with the other independent directors, sets his compensation based on this evaluation.
	~~The Board and each committee of the Board performed the annual self‑evaluation required by the Corporate Governance Guidelines or the applicable committee charter.~~
	We have adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees that sets forth basic principles to guide their day‑to‑day activities. The Code of Business Conduct and Ethics addresses, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of company assets, compliance with laws and regulations, including insider trading laws, and reporting illegal or unethical behavior.
	In addition to Envestnet’s regular Board meetings that last approximately two days each, our Board has an annual business review meeting to assess specific areas of our operations and to learn about general trends affecting the wealth management industry. We also provide our directors with the opportunity to attend continuing education programs.


The Audit Committee	The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, the system of internal controls, the audit process, the performance of our internal audit program and the performance, qualification and independence of the independent auditors.

	~~The Audit Committee is composed entirely of directors who are independent of us and our management, as defined by the NYSE listing standards.~~

	~~The members of the Audit Committee are currently Mr. Smith (Chairperson), Mr. Chapin, Mr. Fox and Mr. Johnson.~~

	The Board has determined that each member of the Audit Committee satisfies the financial literacy requirements of the NYSE and that Messrs. Chapin, Johnson, Fox and Smith are each audit committee financial experts, as that term is defined under SEC Rules. For additional information about the qualifications of the Audit Committee members, see their respective biographies set forth in “Proposal No. 1: Election of Directors.”

	~~The Audit Committee held seven meetings during 2017.~~

~~The Compensation Committee~~	The Compensation Committee has responsibility for evaluating the performance of the CEO and senior management and determining executive compensation in conjunction with the independent directors. The Compensation Committee also works with the Nominating and Governance Committee and the CEO on succession planning.

	~~The Compensation Committee is composed entirely of directors who are independent of us and our management, as defined by the NYSE listing standards.~~

	~~The members of the Compensation Committee are currently Mr. Fox (Chairperson), Mr. Chapin and Ms. Crowell.~~

	~~The Compensation Committee held seven meetings during 2017.~~

~~The Compliance and Information Security Committee~~	The Compliance and Information Security Committee provides oversight of our regulatory compliance programs and information technology security framework and reviews, assesses and makes recommendations to our Board regarding such regulatory compliance programs and information technology security framework.

	~~The Compliance and Information Security Committee is composed entirely of directors who are independent of us and our management, as defined by the NYSE listing standards.~~

	~~The members of the Compliance and Information Security Committee are Ms. Crowell (Chairperson), Mr. Aguilar, Mr. Roame and Mr. Smith.~~

	~~The Compliance and Information Security Committee held four meetings during 2017.~~

~~The Nominating and Governance Committee~~	The responsibilities of the Nominating and Governance Committee include identifying individuals qualified to become Board members, recommending director nominees to the Board and developing and recommending corporate governance guidelines. The Nominating and Governance Committee also has responsibility to review and make recommendations to the full Board regarding director compensation. In addition to general corporate governance matters, the Nominating and Governance Committee assistsThe members of the Nominating and Governance Committee are Mr. Roame (Chairperson), Mr. Aguilar, Ms. Crowell, Mr. Fox, Ms. Mosley and Mr. Smith. The Nominating and Governance Committee held four meetings during 2019. The Strategy Committee From time to time prior to December 2019, the Board had utilized an ad hoc strategy committee to provide oversight of the Company’s overall business strategy and strategic initiatives. In December 2019, the Board made the Strategy Committee a standing committee of the Board. The Strategy Committee reviews and provides guidance to the management team and the Board ~~committees in their self‑evaluations.~~

	~~The Nominating and Governance Committee is composed entirely of directors who are independent of us and our management, as defined by the NYSE listing standards.~~

	~~The members of the Nominating and Governance Committee are Mr. Roame (Chairperson), Mr. Aguilar, Mr. Fox, Mr. Johnson and Mr. Smith.~~

	~~The Nominating and Governance Committee held five meetings during 2017.~~


	Fees Earned	Option	Stock
	or Paid in Cash	Awards	Awards	Total
Name	($)	($)(*)	($)(*)	($)
Luis Aguilar	46,792	25,320	50,562	122,673
Ross Chapin	57,875	42,819	85,495	186,189
Gayle Crowell	48,813	25,320	50,562	124,694
James Fox	52,375	41,673	83,213	177,260
James Johnson	47,500	37,233	74,337	159,069
Charles Roame	51,667	35,056	69,994	156,716
Gregory Smith	56,542	41,034	81,945	179,520


~~Luis Aguilar~~	~~1,745~~	~~options~~
	~~3,197~~	~~restricted stock units~~
~~Ross Chapin~~	~~7,158~~	~~options~~
	~~3,018~~	~~restricted stock units~~
~~Gayle Crowell~~	~~1,745~~	~~options~~
	~~3,197~~	~~restricted stock units~~
~~James Fox~~	~~5,700~~	~~options~~
	~~4,365~~	~~restricted stock units~~
~~James Johnson~~	~~7,163~~	~~options~~
	~~2,650~~	~~restricted stock units~~
~~Gregory Smith~~	~~5,656~~	~~options~~
	~~4,325~~	~~restricted stock units~~
~~Charles Roame~~	~~6,547~~	~~options~~
	~~3,940~~	~~restricted stock units~~



Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(*)	Stock Awards ($)(*)	Total ($)
Luis Aguilar	58,000	—	140,237	198,237
Ross Chapin	66,920	—	167,254	234,174
Gayle Crowell	63,000	—	148,527	211,527
James Fox	64,420	—	156,754	221,174
Valerie Mosley	57,750	—	24,437	82,187
Charles Roame	64,590	—	152,886	217,476
Gregory Smith	66,545	—	163,508	230,053



Luis Aguilar	146	options
	2,417	restricted stock units
Ross Chapin	488	options
	2,949	restricted stock units
Gayle Crowell	146	options
	2,552	restricted stock units
James Fox	458	options
	2,772	restricted stock units
Valerie Mosley	—	options
	1,299	restricted stock units
Gregory Smith	454	options
	2,879	restricted stock units
Charles Roame	438	options
	2,675	restricted stock units



William Crager	Mr. Crager, age 56, serves as our Chief Executive Officer. Previously, Mr. Crager served as our Interim Chief Executive Officer between October 2019 and March 2020, Chief Executive of Envestnet Wealth Solutions since January 2019, and President of Envestnet since 2002. Prior to joining us, Mr. Crager served as Managing Director of Marketing and Client Services at Rittenhouse Financial Services, Inc., an investment management firm affiliated with Nuveen Investments. Mr. Crager received an MA from Boston University and a BA from Fairfield University, with a dual major in economics and English.

	Mr. Crager’s qualifications to serve on our Board include his extensive familiarity with the financial services industry acquired through his 20 years with the Company and his prior work experience.



Luis Aguilar	Mr. Aguilar, age 66, has served as a member of our Board since March 2016. Mr. Aguilar was a Commissioner at the U.S. Securities and Exchange Commission from July 2008 through December 2015. Prior to his appointment as an SEC Commissioner, Mr. Aguilar was a partner with the international law firm of McKenna Long & Aldridge, LLP (subsequently merged with Dentons US LLP), specializing in corporate and securities law. Mr. Aguilar’s previous experience includes serving as the general counsel, head of compliance, Executive Vice President and Corporate Secretary of Invesco, Inc. with responsibility for ~~election~~all legal and compliance matters regarding Invesco Institutional. While at Invesco, he was also Managing Director for ~~term expiring~~Latin America and president of one of Invesco’s broker-dealers. His career also includes tenure as a partner at several prominent national law firms: Alston & Bird LLP; Kilpatrick Townsend & Stockton LLP; and Powell Goldstein Frazer & Murphy LLP (subsequently merged with Bryan Cave LLP). He began his legal career as an attorney at the U.S. Securities and Exchange Commission.

	Mr. Aguilar represented the Commission as its liaison to both the North American Securities Administrators Association and to the Council of Securities Regulators of the Americas. He also served as the sponsor of the SEC’s first Investor Advisory Committee.

	Mr. Aguilar serves as a director of Donnelley Financial Solutions, Inc. He has been a Principal in Falcon Cyber Investments, an investment firm exclusively focused on cyber security investment, since January 2016.

	Mr. Aguilar is a graduate of the University of Georgia School of Law, and also received a master of laws degree in taxation from Emory University. He had earlier earned an undergraduate degree from Georgia Southern University.

	Mr. Aguilar’s qualifications to serve on our Board include his experience as an SEC Commissioner and his extensive experience in corporate, securities and compliance matters, especially as they apply to investment advisors, investment companies and broker-dealers.

Ross Chapin	Mr. Chapin, age 67, has served as a member of our Board since 2001. In October 2018, Mr. Chapin retired as a Managing Director of Parametric Portfolio Associates LLC, a provider of structured portfolio management, which he joined as a senior executive in October 2005. Prior to Parametric, Mr. Chapin co‑founded Orca Bay Partners, a private equity firm, in 1998. Mr. Chapin received an MBA from Columbia University in finance and accounting, and has an undergraduate degree from Denison University.

	Mr. Chapin qualifications to serve on our Board include his broad knowledge of the financial services industry and financial products acquired through his experience at Parametric. In addition, the Board benefits from Mr. Chapin’s experience with a broad range of companies and industries acquired as a result of the review and analysis of investments by Orca Bay Partners and his education in finance and accounting.

James Fox	Mr. Fox, age 68, has served as a member of our Board since 2015 and Chairman of the Board since March 2020. Mr. Fox most recently retired as Non-Executive Chairman of FundQuest, Inc., upon its acquisition by the Company, effective December 2011 after serving in that role since September 2010 and, prior to that, as President and Chief Executive Officer starting in October 2005. Mr. Fox has over 30 years of senior executive experience with The BISYS Group, Inc. and First Data Corporation starting in 1989. He serves as a director of of Madison CF (UK) Limited, Brinker Capital Holdings, Inc. and Ultimus Fund Solutions, LLC.

	Mr. Fox participated in the Advanced Management Program at the Wharton School of the University of Pennsylvania. He earned his MBA in Finance from Suffolk University and his undergraduate degree in economics from the State University of New York.

	Mr. Fox’s qualifications to serve on our Board include his extensive experience in the financial services industry, financial reporting, and his knowledge gained from service on the boards of various other companies.



Directors whose terms expire in 2021 (Class I)
~~Charles Roame~~ Valerie Mosley	~~Mr. Roame,~~Ms. Mosley, age ~~52,~~60, has served as a ~~director~~member of our Board since October 2018. Ms. Mosley is CEO of Valmo Ventures, a company that creates, collaborates, and invests in companies, assets, and efforts that have significant potential to grow, profit and add value to society. Ms. Mosley was Senior Vice President, Partner, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP, a $1.2 trillion global money management firm. Ms. Mosley also chaired the firm’s Industry Strategy Group, which took a long-term perspective to identify trends, headwinds, and tailwinds impacting various industries. As a member of several investment strategy groups, Ms. Mosley helped establish investment parameters to which team portfolio managers adhered. Ms. Mosley serves as a board member at Groupon, Inc., Dynex Capital, Inc., and Eaton Vance Funds. Ms. Mosley received her MBA from the University of Pennsylvania and an undergraduate degree from Duke University.

	Ms. Mosley’s qualifications to serve on the Board include her experience in the wealth management business.

Charles Roame	Mr. Roame, age 54, has served as a member of our Board since ~~2011.~~2011 and Vice Chairman of the Board since March 2020. Mr. Roame is a private investor and advisor to dozens of worldwide CEOs in the financial services and fintech markets. Mr. Roame also serves as a board member at Edelman Financial ~~Services, LLC~~Engines (and the related affiliates of Hellman & Friedman, which ~~owns~~own the majority of Edelman Financial ~~Services)~~Engines), as a board member of ~~OneK Financial (DBA FacetWealth),~~FacetWealth and as a trustee for the SA Funds ~~(where~~where he chairs the Nominating & Governance Committee and serves on the Audit ~~and Nominating & Governance Committees).~~ Committee. Mr. Roame has also served as the Managing Partner of Tiburon Strategic Advisors, LLC, a provider of research, strategy consulting, and other related services primarily to financial services firms, and the Tiburon Partners Fund, since 1998. Tiburon has published over ~~1,900~~2,400 industry research papers, served hundreds of financial services companies and hosts the semi-annual Tiburon CEO Summits. Mr. Roame received his MBA from the University of Michigan and ~~a BA~~an undergraduate degree from Michigan State University.

	Mr. Roame’s qualifications to serve on our Board ~~are primarily based on~~include his experience as an advisor in the wealth management and fintech industry, ~~experience.~~ including in the area of corporate strategy.

Gregory Smith	Mr. Smith, age ~~54,~~56, has served as a ~~director~~member of our ~~Company~~Board since 2015. Mr. Smith currently is an Executive‑in‑Residence and Lecturer at the University of Wisconsin‑Milwaukee’s Lubar School of ~~Business, as well as Managing Partner of Barnett Management Advisors, LLC.~~Business. Prior to joining the University of Wisconsin‑Milwaukee, Mr. Smith served as Senior Vice President and Chief Financial Officer of the Marshall & Ilsley Corporation and M&I Bank from 2006 until the company’s sale to BMO Harris Bank in 2011. Prior to joining Marshall & Ilsley, Mr. Smith held progressively senior roles during a ~~16 year~~16-year Wall Street investment banking career, including six years as a Managing Director. He is currently a Director and Vice Chairman of the Church Mutual Insurance Company and its subsidiary CM Vantage Specialty Insurance Company. He is also a board member of the University School of Milwaukee and the Milwaukee Symphony Orchestra. He served as a Trustee of the Milwaukee County Pension Fund in 2014 and 2015. Mr. Smith is an honors graduate of both Princeton University, where he received ~~a BA~~an undergraduate degree, and The University of Chicago where he received an MBA. More recently, he has been recognized as a Board Leadership Fellow by the National Association of Corporate Directors.

	Mr. Smith’s qualifications to serve on our Board include his extensive experience in accounting, liquidity, budgeting and forecasting, treasury, capital management, tax and mergers and ~~acquisitions and his knowledge gained from service on the boards of various other companies contribute to his qualifications to serve on our Board.~~ acquisitions.


~~Judson Bergman~~	Mr. Bergman, age 61, is the founder of our Company and has served as our Chairman, Chief Executive Officer and a director since 1999. Since founding the Company, he has focused on guiding the company’s strategy and overseeing its organizational and business development. Prior to founding our Company, Mr. Bergman was the Managing Director for Mutual Funds at Nuveen Investments, where he was responsible for the profitable growth of the firm’s mutual fund business and also served on the firm’s Investment Management Committee. He also directed Nuveen’s product and corporate development activity where he helped build the firm’s closed-end fund business, led the development and growth of Nuveen’s separately managed accounts business and helped guide the firm’s expansion into asset classes beyond municipal investments. Mr. Bergman received his MBA in finance and accounting from Columbia University and received a BA from Wheaton College.
		~~Mr. Bergman has extensive familiarity with the financial services industry acquired through his years with the Company and his experience at Nuveen as well as his education~~Directors whose terms expire in ~~finance and accounting.~~ 2022 (Class III)
Anil Arora	Mr. Arora, age ~~57,~~59, has served as a ~~director and~~member of our Board since November 2015. He served as Vice Chairman of our Company, and Chief Executive of Envestnet \| Yodlee ~~since~~from November ~~2015. Prior to then, he was~~2015 until February 2019. He previously served as President and Chief Executive Officer and a director of Yodlee, Inc. since February 2000. Mr. Arora served as the Chairman of the board of directors of Yodlee, Inc. from March 2014 through November 2015. Prior to joining Yodlee, from June 1998 to February 2000, Mr. Arora served in various positions with Gateway, Inc., a computer hardware manufacturer which was acquired by Acer Inc. in October 2007, most recently as ~~senior vice president,~~Senior Vice President, Gateway Internet and prior to that as ~~chief marketing officer~~Chief Marketing Officer with global responsibility for Gateway. From April 1995 to May 1998, Mr. Arora served in various positions for The Pillsbury Company, a subsidiary of General Mills, Inc. a manufacturer and marketer of branded consumer foods, including as ~~vice president,~~Vice President, strategy and marketing for North America and vice president, general manager for Progresso. From June 1984 to April 1995, Mr. Arora served in various brand management and corporate strategy and operations roles for Kraft Foods Group, Inc., a manufacturer and marketer of leading branded consumer foods. Mr. Arora currently serves on the board of directors of Conagra Brands, Inc., a manufacturer of food products. Mr. Arora holds ana MBA from the University of Michigan and ~~a BS~~an undergraduate degree in business administration from Rockford College.

	Mr. Arora’s qualifications to serve on our Board include his experience in the technology industry and the operational insight and expertise he accumulated as President and Chief Executive Officer of Yodlee, Inc.

Gayle Crowell	Ms. Crowell, age ~~67, was appointed to the Company’s Board effective March 29, 2016.Prior to that she~~69, has served as ~~lead independent director~~a member of ~~Yodlee, Inc. from~~our Board since March ~~2014 and~~2016. She served as a member of the Yodlee, Inc. board of directors from July 2002 until November 19, 2015, when Yodlee, Inc. was acquired by the ~~Company.~~Company, and as lead independent director of Yodlee, Inc. between March 2014 and November 2015. Ms. Crowell ~~has~~ served as an operational business consultant for Warburg Pincus LLC, a private equity firm, ~~since~~from June ~~2001.~~2001 to January 2019. From January 2000 to June 2001, Ms. Crowell served as president of Epiphany, Inc., a developer of customer relationship management software which was acquired by SSA Global Technologies, Inc. in September 2005. Ms. Crowell currently serves on the ~~board~~boards of directors of ~~MercuryGate International, Inc.,~~Pliant Therapeutics, a ~~cloud-based transportation management system technology provider, as well as Dude Solutions Inc.,~~biotechnology company developing therapies for fibrotic diseases and Hercules Capital, a ~~provider of facilities maintenance software.~~specialty finance company. Ms. Crowell received ~~a BS~~an undergraduate degree in education from the University of Nevada at Reno.

	Ms. Crowell’s qualifications to serve on our Board include her experience as a senior executive and ~~director of a public company and her experience~~ in the technology ~~industries.~~ industry.

~~Directors whose terms expire in 2020 (Class II)~~
~~Luis Aguilar~~	Mr. Aguilar, age 64, was appointed to the Company’s Board effective March 29, 2016. Mr. Aguilar is Principal in Falcon Cyber Investments, an investment firm exclusively focused on cyber security investment and was a Commissioner at the U.S. Securities and Exchange Commission from July 2008 through December 2015. Prior to his appointment as an SEC Commissioner, Mr. Aguilar was a partner with the international law firm of McKenna Long & Aldridge, LLP (subsequently merged with Dentons US LLP), specializing in corporate and securities law. Mr. Aguilar's previous experience includes serving as the general counsel, head of compliance, executive vice president, and corporate secretary of Invesco, Inc. with responsibility for all legal and compliance matters regarding Invesco Institutional. While at Invesco, in the 1990’s, he was also managing director for Latin America, and president of one of Invesco’s broker-dealers. His career also includes tenure as a partner at several prominent national law firms: Alston & Bird LLP; Kilpatrick Townsend & Stockton LLP; and Powell Goldstein Frazer & Murphy LLP (subsequently merged with Bryan Cave LLP). He began his legal career as an attorney at the U.S. Securities and Exchange Commission. Mr. Aguilar represented the Commission as its liaison to both the North American Securities Administrators Association and to the Council of Securities Regulators of the Americas. He also served as the sponsor of the SEC's first Investor Advisory Committee. ~~Mr. Aguilar serves as a director of Donnelley Financial Solutions, Inc. and MiMedx Group, Inc.~~ Mr. Aguilar is a graduate of the University of Georgia School of Law, and also received a master of laws degree in taxation from Emory University. He had earlier earned a bachelor's degree from Georgia Southern University.
	Mr. Aguilar’s experience as an SEC Commissioner and his extensive experience in corporate, securities and compliance matters, especially as they apply to investment advisers, investment companies and broker-dealers, contribute to his qualifications to serve on our Board.
~~Ross Chapin~~	Mr. Chapin, age 65, has served as a director of our Company since 2001. Mr. Chapin is a Managing Director of Parametric Portfolio Associates LLC, a provider of structured portfolio management, which he joined as a senior executive in October 2005. Prior to Parametric, Mr. Chapin co‑founded Orca Bay Partners, a private equity firm in 1998. Mr. Chapin received an MBA from Columbia University in finance and accounting, and an undergraduate degree from Denison University.
	Mr. Chapin has broad knowledge of the financial services industry and financial products acquired through his experience at Parametric. In addition, the Board benefits from Mr. Chapin’s experience with a broad range of companies and industries acquired as a result of the review and analysis of investments by Orca Bay Partners and his education in finance and accounting.


			Unvested
		Options	RSUs
		Exercisable	Vesting	Total	Beneficial
		within	within	Beneficial	Ownership
Name	Shares Held	60 Days (1)	60 Days (2)	Ownership	Percentages
Judson Bergman (3)	738,791	408,515	53,183	1,200,489	2.62	%
William Crager (4)	197,264	259,404	22,399	479,067	1.05
Scott Grinis	245,340	99,293	5,150	349,783	*
Peter D’Arrigo	40,357	137,151	13,849	191,357	*
Anil Arora (5)	109,328	13,332	6,666	129,326	*
Ross Chapin	43,756	25,277	898	69,931	*
Charles Roame (6)	22,976	20,123	735	43,834	*
James Johnson	7,161	29,491	781	37,433	*
Gayle Crowell (7)	7,930	581	1,332	9,843	*
Gregory Smith	12,931	3,756	861	17,548	*
James Fox	10,744	3,771	874	15,389	*
Luis Aguilar	7,075	581	1,332	8,988	*
All Directors and Executive Officers as a Group	1,443,653	1,001,275	108,060	2,552,988	5.49	%



Name	Shares Held	Options Exercisable within 60 Days (1)	Unvested RSUs Vesting within 60 Days	Total Beneficial Ownership	Beneficial Ownership Percentages
Judson Bergman (2)	—	—	—	—	—
William Crager (3) (4)	251,299	107,365	1,434	360,098	*
Scott Grinis	37,901	17,667	559	56,127	*
Peter D’Arrigo	61,291	55,130	963	117,384	*
Anil Arora (5)	27,441	20,000	—	47,441	*
Ross Chapin	47,020	30,517	225	77,762	*
Charles Roame (6)	17,255	24,940	185	42,380	*
Gayle Crowell (7)	8,775	1,745	133	10,653	*
Gregory Smith	18,106	8,038	216	26,360	*
James Fox	15,725	8,082	219	24,026	*
Luis Aguilar	11,532	1,745	133	13,410	*
Valerie Mosley	4,362	—	—	4,362	*
Stuart DePina	80,453	1,565	938	82,956	*
Josh Mayer	22,462	30,085	559	53,106	*
All Directors and Executive Officers as a Group	914,461	389,111	6,404	1,309,976	2.44	%


(1)		Includes options vested and exercisable within 60 days of March 16, ~~2018.~~ 2020.


(2)		~~Includes restricted stock units vesting within 60 days of~~Mr. Bergman passed away before March 16, ~~2018, which includes 41,667 performance shares, 16,667 performance shares, and 10,000 performance shares~~2020, the determination date for ~~Mr. Bergman, Mr. Crager and Mr. D’Arrigo respectively.~~ this table.