ENVESTNET, INC.
1000 Chesterbrook Boulevard, Suite 250
Berwyn, Pennsylvania 19312

~~35 East Wacker Drive~~April 25, 2023

~~Suite 2400~~Proxy Statement Summary

~~Chicago, Illinois 60601~~

~~April 8, 2020~~

~~PROXY STATEMENT~~

~~PROXY STATEMENT SUMMARY~~

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

References to the “Company,” “Envestnet,” “we,” “us,” or “our” in this proxy statement refer to Envestnet, Inc. and its ~~subsidiaries.~~

~~Company Overview~~

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.

~~Leadership Changes~~

~~Following the loss of our former Chairman and Chief Executive Officer and dear friend Judson Bergman (the “former~~

~~CEO”), our Board of Directors (the “Board”) appointed William Crager as interim Chief Executive Officer (the “interim CEO”)~~

and Ross Chapin, our lead independent director since 2015, as the interim Chairman of Envestnet’s Board of Directors (the “interim Chairman”). Effective March 30, 2020, the Board appointed Mr. Crager as Chief Executive Officer andsubsidiaries as a member of the Board of Directors. Mr. Crager also continues as Chief Executive, Envestnet Wealth Solutions. Also effective March 30, 2020, the Board appointed Stuart DePina, Chief Executive, Envestnet Data & Analytics, as President of Envestnet. In addition, effective March 30, 2020, the Board appointed James Fox as Chairman of the Boardwhole.

Proposals and Charles Roame as Vice Chairman of the Board. With the appointment of Mr. Fox as a non-executive Chairman of the Board, Mr. Chapin no longer serves as lead independent director. References in this proxy statement to actions or responsibilities of the “CEO” refer to actions or responsibilities that were performed by the former CEO up until October 3, 2019 and that, beginning October 3, 2019, are currently being performed by Mr. Crager.Highlights

2023 Annual Meeting ~~Information~~Proposals

			Board Recommendation	Page Reference
	Proposal 1:
~~Date:~~		~~May 13, 2020~~
~~Time:~~		~~10:00 a.m., Central Time~~
~~Live Webcast Address:~~		~~https://web.lumiagm.com/241143720~~
~~Record Date:~~		~~March 16, 2020~~

~~This year’s Annual Meeting will be a virtual-only meeting via live webcast. You will not be able to attend the Annual Meeting in person.~~

~~Proposals and Board Recommendations~~



~~Proposals:~~	~~Board recommendation:~~	~~For more information, see page:~~
1. Election of ~~one Class III director and~~ three (3) Class II directors to hold office until the 2026 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death	~~“FOR”~~		FOR each of the director ~~nominee~~nominees set forth in this Proxy Statement	17		6
2.	Proposal 2:			Approval, on an advisory basis, of 2022 executive ~~compensation~~compensation;	~~“FOR”~~	45	FOR	59
3.	Proposal 3:			Approval, on an advisory basis, of the frequency of future shareholder advisory votes on executive compensation;			FOR every “ONE YEAR”	60
	Proposal 4:			Ratification of the appointment of KPMG LLP as Envestnet’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and	~~“FOR”~~	47	FOR	62
				such other business, if any, as may lawfully be brought before the meeting.

Director Nominees

Our Board ~~of Directors~~

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

*Director nomineeshas nominated three (3) individuals for election as directors at the ~~2020~~Company’s 2023 Annual ~~Meeting~~Meeting. All nominees are currently serving as members of the Board. We believe each nominee has a wide-ranging set of qualifications, skills and experiences relevant to Envestnet’s strategic evolution, including deep expertise in financial services, public company leadership and corporate governance.

~~Executive Compensation~~Additional information concerning the composition of our Board and our director nominees can be found under Proposal 1: Election of Directors.

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Corporate Governance and Board Highlights

The following are highlights of our corporate governance practices. Please see the section below entitled “Corporate Governance and Board Matters” for more information.


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	~~Conduct annual outreach with investors~~


ü	~~Annual say-on-pay advisory vote~~


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	~~Maintain a Clawback Policy on incentive awards~~


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

~~Board and Corporate Governance Highlights~~

We are committed to good corporate governance in order to promote the long-term interests of our shareholders, strengthen Board and management accountability, and build public trust in our Company. Our governance framework is described throughout this proxy statement and includes the following highlights:



ü	~~7 of 9 independent directors~~	ü	All ~~Board committees~~our directors are independent
ü (other than the Chief Executive Officer (“CEO”))	~~Diverse board that provides a range of viewpoints~~	ü				Stock ownership requirements for directors and ~~NEOs~~named executive officers (“NEOs”)
ü	~~Regular board~~			Board diversity in terms of gender, race, ethnicity and ~~committee meetings~~tenure that provides a range of viewpoints, skills and experience	ü		Regular executive sessions of independent directors
ü				Regular Board and committee meetings			Continuing education program for directors
				Annual ~~board~~Board and committee self-evaluations	ü	~~Provide continuing education for directors~~	Annual review of CEO and Chairperson succession planning
ü				Risk oversight by full Board and committees	ü	~~Annual review of CEO succession planning~~
ü	~~Directors not “over-boarded”~~	ü		Code of Business Ethics and Conduct applicable to all directors, officers and employees
ü	~~Director~~			Policy on public company board service (number of additional public company boards of directors limited to three)			Trading policy that prohibits short-term speculative transactions in hedging and, with limited exceptions, pledging Envestnet securities
				Majority voting and director resignation policy ~~if a majority~~in uncontested director elections			Clawback Policy applicable to all directors and Section 16 officers
				Board oversight of ~~votes are “withheld” from a director in an uncontested election~~environmental, social and governance matters

Environmental, Social and Governance (“ESG”) Highlights

~~Corporate Social Responsibility Highlights~~

Envestnet is committed to integrating sustainability into our everyday actions to help create long-term value for our shareholders and the communities in which we operate. We aim to operate the Company responsibly while managing risks and using our resources wisely. These principlesThe following are grounded in a single ultimate aspiration that guides us and inspires us to move forward: making financial wellness a reality for everyone, and building a company that strengthens the communities we serve for generations to come.

~~Table~~highlights of ~~Contents~~

~~In 2019, the Company endeavored to fulfill~~ our commitment to ~~Corporate~~ESG matters. Please see the section below entitled “Environmental, Social ~~Responsibility~~and Governance” for more information.

Envestnet endeavors to fulfill its commitment to ESG initiatives by empowering financial wellness for our communities, our customers, our partners and our employees, by being a responsible citizen in ~~many ways, including:~~



~~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.~~

~~Envestnet~~our communities and a mindful steward of the resources we consume and by investing in our employees. The Company has exemplified its commitment in ~~2019 by practicing sustainability, advocating volunteerism~~many ways, including:

				Continued our commitment to the Envestnet Institute on Campus (“EIOC”), a program for university students, designed to bridge the gap between academic knowledge and the application of this knowledge in the Wealth and Asset Management industries.
				Launched the first Diversity, Equity and Inclusion (“DEI”) mandatory training for all U.S. employees. Over 1,500 U.S. employees completed in 2022. Additional sessions will be offered in 2023.
				Provided optional training on use of pronouns at work and included an option in the Human Resources Information System, our enterprise human resources system, for employees to update and share their pronouns.
				Curated a DEI Social Learning Community on our online learning management system to provide employees with books, articles, and videos, etc. as additional learning resources on DEI topics.
				Formed the third official employee resource group, “Enclusion,” for Black and African American employees.
				Partnered with Ellevest, a woman-focused financial planning company, to offer 1:1 financial and career coaching and webinars and access to the Ellevest platform.

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				Partnered with not-for-profit charity Greenwood Project to offer Envestnet internships for historically underrepresented students.
				Leveraged Envestnet Charitable Giving Program relationships to reach marginalized communities and provide education regarding financial literacy.
				Continued employee suite of benefits, including parental stipends for children under age 6, adoption and surrogacy benefits, tuition reimbursement, scholarships for employees’ children, college loan repayment support and paid parental leave.
				Continued progress to reduce Envestnet’s energy usage and carbon emissions by allowing most of our workforce to work remotely and supporting flexible work schedules.
				Lessened impact on the environment by reducing our real estate footprint by 30%.

Executive Compensation Highlights

The following are highlights of our executive compensation practices. Please see the section below entitled “Executive Compensation” for more information.

Envestnet is committed to responsible executive compensation practices that reflect recognized high corporate governance standards. A summary of our notable practices is provided below.

	What We Do			What We Don’t Do
	■ Pay for performance by basing a substantial part of NEO compensation on Company and individual performance ■ Deliver the majority of NEOs’ pay in the form of equity-based compensation, with half in the form of PSUs ■ Require meaningful stock ownership ■ Maintain a robust Clawback Policy applicable to cash and equity-based incentives ■ Retain an independent compensation consultant ■ Conduct ongoing shareholder engagement ■ Conduct an annual say-on-pay advisory vote			■ No single-trigger vesting of equity awards following a change in-control ■ No excise-tax “gross-ups” ■ No excessive perquisites ■ No nonqualified or supplemental retirement plans ■ No option repricing without prior shareholder approval ■ No hedging of Company’s securities by employees

Highlights for 2022 included the following:

■

Delivered solid results in a challenging environment. In 2022, we successfully grew our share of the addressable market. Over 250 new clients were signed in 2022, connecting them to the power of the Envestnet ecosystem, with 5% growth in the total accounts on our platform to 18.3 million. Net asset flows in assets under management or administration (“AUM/A”) totaled $57.3 billion.

■

Reduced annual compensation in alignment with performance. Despite notable strategic and ~~philanthropy~~operational achievements, our financial performance was below the challenging targets reflected in our incentive framework. As a result, the 2022 annual NEO compensation average individual decrease was 33.5% from the prior year due to below target achievements under our incentive plans.

■

Secured high say-on-pay support and ~~actively partnering~~maintained dialogue with our ~~employees, customers~~shareholders. Over 98% of votes were cast in support of our 2022 advisory vote on executive compensation, demonstrating high levels of sustained support for our framework and ~~partners~~outcomes. During the year we continued to engage with shareholders to understand any perspectives they wished to share on ~~environmental, social and governance initiatives.~~

~~Additional information on our Corporate Social Responsibility practices is available on our website located at~~ ~~www.envestnet.com/CSR. Information contained on the website is not incorporated by reference into this proxy statement or any other report we file with the SEC.~~

~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING~~

~~Why has this proxy statement been made available?~~

Our Board is soliciting proxies for use at our Annual Meeting of Shareholders to be held on May 13, 2020, and any adjournments or postponements of the meeting. The meeting will be held at 10:00 a.m. Central Time and will be a virtual meeting via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting ~~https://web.lumiagm.com/241143720. The meeting password is envestnet2020 (case sensitive).~~

This proxy statement and the accompanying form of proxy are being mailed to shareholders on or about April 8, 2020. This proxy statement provides the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.

~~What proposals will be voted on at the Annual Meeting?~~

~~The following proposals are scheduled to be voted on at the Annual Meeting:~~

~~Election of one Class III director and three Class II directors.~~

~~Approval, on an advisory basis, of 2019 executive compensation.~~

~~Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.~~

~~Envestnet’s Board recommends that you vote your shares “FOR” each of the nominees to the Board, “FOR” approval, on an advisory basis, of~~ executive compensation, and ~~“FOR”~~other topics more broadly. Overall, in discussions stemming from our general shareholder outreach, shareholders did not raise any notable concerns.

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■

Reviewed and refined our executive compensation program for 2023. To ensure the ~~ratification~~executive compensation framework continues to align with our stated strategic priorities and address minority concerns about measure overlap across our short- and long-term incentive programs, the Compensation Committee approved modest changes to the incentive measures for 2023.

In aggregate the performance achievements detailed further in the Compensation Discussion and Analysis were reflected in our variable outcomes in respect of ~~the selection of KPMG LLP as our independent registered public accounting firm for 2020.~~2022:

Annual incentives were
earned at
49% – 51% of target

PSUs that concluded their performance period on December 31, 2022
vested at 34% of target

Equity award values for 2022, reflecting grants made in the first quarter of 2023, were reduced by an average of 39% compared to 2021 equity award values

ENVESTNET | PROXY STATEMENT 5

~~Are proxy materials available on~~

Corporate Governance and Board Matters

PROPOSAL NO. 1: ELECTION OF DIRECTORS

At the ~~Internet?~~

~~Yes. Our proxy statement for the 2020~~2023 Annual Meeting, ~~form of proxy card and 2019 Annual Report are available at~~ ~~www.envestnet.com~~.

~~Who is entitled to vote?~~

Owners of our common stock at the close of business on March 16, 2020, the record date for the Annual Meeting, are entitled to vote. On that date, we had 53,195,798 shares of our common stock outstanding and entitled to vote. Our common stock is our only outstanding class of stock.

~~How many votes do I have?~~

~~You have one vote for each share of our common stock that you owned at the close of business on March 16, 2020.~~

~~What is the difference between holding shares as a shareholder of record and as a beneficial owner?~~

~~Many of our~~ shareholders hold their shares through a bank, broker, or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held directly in your own name and those owned beneficially through a bank, broker, or other nominee.

~~Shareholder of Record~~

~~If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company,~~

~~LLC, you are considered, with respect to those shares, the shareholder of record and these proxy materials are being sent to you~~

directly. As the shareholder of record, you have the right to grant your voting proxy directly or to vote during the Annual Meeting. You may grant your voting proxy in three ways: by mail using the enclosed proxy card, by telephone or by Internet. For information on how to vote by telephone or Internet, see the heading below “May I vote by telephone or via the Internet?” For information on how to vote during the Annual Meeting, see the heading below “How do I vote during the virtual Annual Meeting?”

~~Beneficial Owner~~

If your shares are held by a bank, broker, or other nominee, you are considered the beneficial owner of shares held in “street name,” and our proxy materials are being forwarded to you by your bank, broker, or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your bank, broker, or other nominee on how to vote your shares and are also invited to attend the virtual Annual Meeting. However, because you are not the shareholder of record you may only vote your shares during the Annual Meeting if your bank, broker or other nominee has provided a signed legal proxy giving you the right to vote those shares and you follow the other instructions described below under the heading “How do I vote during the virtual Annual Meeting?” If your shares are held in street name and you would like to vote by telephone or by Internet, you will need to contact your bank, broker, or other nominee for instructions.

~~How do I vote by proxy if I am a shareholder of record?~~

If you are a shareholder of record, you must properly submit your proxy card (by telephone, via the Internet or by mail) so that it is received by us before the Annual Meeting. The individuals named on your proxy card will vote your shares as you have directed. If you sign the proxy card (including electronic signatures in the case of Internet or telephonic voting) but do not make specific choices, your shares will be voted as recommended by the Board:

~~“FOR”~~on the election of the three (3) director nominees listed on the following pages.

Following the recommendation of the Nominating and Governance Committee, our Board has nominated Luis Aguilar, Gayle Crowell and James Fox to each serve a three-year term to expire at the annual meeting in 2026 and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death. All nominees are currently serving as directors of Envestnet. Ross Chapin, a current Class II director, ~~nominee;~~

~~“FOR”~~has achieved our term limit for Board service, and will retire as a director and not stand for re-election at the ~~approval, on an advisory basis, of executive compensation; and~~2023 Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE AS A DIRECTOR OF ENVESTNET.

~~“FOR”~~ ~~the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.~~

If any ~~other matter~~director nominee is ~~presented at the Annual Meeting, your proxy will be voted in accordance with the best judgment of~~unable to serve, the individuals named ~~on the~~as proxy ~~card. As of the date of this proxy statement, we know of no other matters to be acted on at the Annual Meeting.~~

~~How do I give voting instructions if I am a beneficial owner?~~

~~If you are a beneficial owner of shares, you will receive instructions from your bank, broker, or other~~may vote for another nominee as to how to vote your shares. If you give instructions to your bank, broker, or other nominee, the bank, broker, or other nominee will vote your shares as you direct. If your broker does not receive instructions from you about how your shares are to be voted, one of two things can happen, depending on the type of proposal. Pursuant to rules of the New York Stock Exchange (the “NYSE”), brokers have discretionary power to vote your shares with respect to “routine” matters, but they do not have discretionary power to vote your shares with respect to “non‑routine” matters. The election of directors and advisory approval of executive compensation are considered “non‑routine” matters and, as such, brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to those matters unless the broker has received instructions from the beneficial owner of the shares.

It is therefore important that you provide instructions to your broker if your shares are beneficially held by a broker so that your vote with respect to election of directors and the advisory vote to approve executive compensation, and any other matters treated as non‑routineproposed by the ~~NYSE, is counted.~~

~~May I vote by telephone or via the Internet?~~

Yes. If you are a shareholder of record, you have a choice of voting by telephone using a toll‑free telephone number, voting over the Internet, or voting by completing the enclosed proxy card and mailing it in the return envelope provided. To vote by telephone or via the Internet, follow the instructions provided on the proxy card. We encourage you to vote by telephone or

over the Internet because your vote will be tabulated faster than if you mailed it. If you vote by telephone or Internet, you may incur costs, such as usage charges from Internet access providers and telephone companies. You will be responsible for those costs.

If you are a beneficial owner and hold your shares in “street name”, you will need to contact your bank, broker, or other nominee to determine whether you will be able to vote by telephone or electronically through the Internet.

Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote. Voting by telephone or over the Internet or returning your proxy card by mail will not affect your right to attend the virtual Annual Meeting and vote.

~~May I revoke my proxy or my voting instructions?~~

~~Yes. If you change your mind after you vote, if you are a shareholder of record, you may revoke your proxy by following any of the procedures described below. To revoke your proxy:~~

~~Send in another signed proxy with a later date or resubmit your vote by telephone~~Board, or the ~~Internet;~~

~~Send a letter revoking your proxy to Envestnet’s Corporate Secretary at 35 East Wacker Drive, Suite 2400, Chicago, Illinois, 60601; or~~

~~Attend the virtual Annual Meeting and vote during the meeting at~~ ~~https://web.lumiagm.com/241143720~~.

~~If you are a beneficial owner and hold your shares in “street name,” you will need to contact your bank, broker, or other nominee to determine how to revoke your voting instructions.~~

If you wish to revoke your proxy or voting instructions, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken.

~~How do I vote during the virtual Annual Meeting?~~

~~You~~Board may ~~attend the Annual Meeting and vote your shares at~~ ~~https://web.lumiagm.com/241143720~~ ~~during the meeting. Follow the instructions provided to vote.~~

~~If you are a shareholder of record, you will need the 11-digit control number found on your proxy card and the meeting password envestnet2020 (case sensitive).~~

If you are a beneficial owner and hold your shares in “street name,” you must first obtain a valid legal proxy from your bank, broker, or other nominee and then register in advance to attend the Annual Meeting. Follow the instructions from your bank, broker, or other nominee included with these proxy materials, or contact your bank, broker, or other nominee to request a legal proxy form. After obtaining a valid legal proxy from your bank, broker, or other nominee, to then register to attend the Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC (“AST”). Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

~~American Stock Transfer & Trust Company LLC~~

~~Attn: Proxy Tabulation Department~~

~~6201 15~~^th~~Avenue~~

~~Brooklyn, NY 11219~~

~~Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on Tuesday, May 5, 2020.~~

Even if you plan to attend the virtual Annual Meeting, Envestnet recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

~~Why are we holding the Annual Meeting virtually?~~

Our Board annually considers the appropriate format of our annual meeting of shareholders. As part of our effort to maintain a safe and healthy environment for our directors, members of management and shareholders who wish to attend the Annual Meeting, and in light of the COVID-19 pandemic, our Board believes that hosting a virtual Annual Meeting this year is in our best interest and the best interests of our shareholders.

~~How can I ask questions at the virtual Annual Meeting?~~

In order to submit a question at the virtual Annual Meeting, you will need your 11-digit control number and the meeting password envestnet2020 (case sensitive). If you are a shareholder of record, the control number can be found on your proxy card. If you are a beneficial owner and hold your shares in “street name,” you can obtain a control number from AST after you register to attend the Annual Meeting as described above under the heading “How do I vote during the virtual Annual Meeting?” You may

~~log in 15 minutes before the start of the Annual Meeting and submit questions online. You will also be able to submit questions during the Annual Meeting.~~

~~What do I do if I have technical problems during the virtual Annual Meeting?~~

~~If you encounter any difficulties accessing the virtual Annual Meeting webcast, please call toll free (800) 937-5449 or email~~ ~~help@astfinancial.com~~.

~~Could emerging developments regarding the COVID-19 pandemic affect our ability to hold the Annual Meeting as planned?~~

We are closely monitoring developments with the COVID-19 pandemic. As of the date of this proxy statement, we plan to hold a virtual Annual Meeting as disclosed in this proxy statement. If we decide to change the location, date or time of the Annual Meeting, we will issue a press release announcing the change and will file the press release with the U.S. Securities and Exchange Commission (“SEC”) promptly after a decision is made and as soon as practicable prior to the meeting.

~~What votes need to be present to hold the Annual Meeting?~~

To have a quorum for our Annual Meeting, the holders of a majority of our shares of common stock outstanding as of March 16, 2020 must be present in person or represented by proxy at the Annual Meeting. The electronic presence of a shareholder at the virtual Annual Meeting will be counted as a shareholder present in person for purposes of determining a quorum.

~~What vote is required to approve each proposal?~~

~~Directors are elected by a plurality vote, which means that the nominees receiving the most affirmative votes will be elected, up to~~reduce the number of directors to be ~~chosen at the meeting. However,~~elected. Each nominee has indicated that they will serve if ~~the majority of the votes cast for a~~elected. If any director ~~are withheld, then, notwithstanding the valid election of such director, our by‑laws provide that such director will voluntarily tender~~resigns, dies, or is otherwise unable to serve out his or her ~~resignation for consideration by our Board. Our~~term, or the Board ~~will determine whether to accept~~increases the ~~resignation~~number of ~~such director. All other matters submitted for shareholder approval require~~directors, the ~~affirmative vote~~Board may fill the vacancy until the next annual meeting of ~~the majority of shares present in person electronically or represented by proxy and entitled to vote.~~shareholders.

~~How are votes counted?~~

In the election of Envestnet directors, your vote may be cast “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. Your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN”Set forth below is information with respect to the ~~proposals relating to the advisory vote to approve executive compensation and the ratification of Envestnet’s independent registered public accounting firm.~~

If you sign (including electronic signatures in the case of Internet or telephonic voting) your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board. If you sign (including electronic signatures in the case of Internet or telephonic voting) your broker voting instruction card with no further instructions, your shares will be voted in the broker’s discretion with respect to routine matters but will not be voted with respect to non‑routine matters. As described under the header “How do I give voting instructions if I am a beneficial holder?” thenominees for election ofas directors and the ~~advisory vote to approve executive compensation are considered non‑routine matters.~~

Weother directors whose terms of office as directors will ~~appoint one or more inspectors of election to count votes cast in person electronically or by proxy.~~

~~What is~~continue after the ~~effect of broker non‑votes and abstentions?~~

A broker “non‑vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner as to how to vote.

Common stock owned by shareholders electing to abstain from voting with respect to any proposal will be counted towards the presence of a quorum. Common stock that is beneficially owned and is voted by the beneficial holder through a broker or bank will be counted towards the presence of a quorum, even if there are broker non‑votes with respect to some proposals, as long as the broker votes on at least one proposal. Broker “non‑votes” will not be considered present and voting with respect to elections of directors or other matters to be voted upon at the2023 Annual Meeting. ~~Therefore, broker “non‑votes” will have~~There are no ~~direct effect~~arrangements or understandings between any director and any other person pursuant to which any director was or is selected as a director or nominee.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Nominees (Class II)

	Luis Aguilar Age 69			Mr. Aguilar has served as a member of our Board since March 2016. Mr. Aguilar was a Commissioner at the U.S. Securities and Exchange Commission (“SEC”) 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, 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 SEC. Mr. Aguilar represented the SEC 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, a firm focused on cybersecurity since January 2016. He was a director of MiMedx Group, Inc. from March 17, 2017 through September 19, 2019. Mr. Aguilar earned a J.D. from the University of Georgia School of Law, an M.A. (Laws in Taxation) from Emory University and a B.S. from Georgia Southern University. Mr. Aguilar has completed certifications from the National Association of Corporate Directors (NACD) in Directorship, Board Leadership and Cyber Risk Oversight. 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. Mr. Aguilar brings to our Board expertise in investment management, compliance, risk management, cybersecurity, corporate governance, government relations and public policy.
	Gayle Crowell Age 72			Ms. Crowell has served as a member of our Board since March 2016. She served as a member of the Yodlee, Inc. (“Yodlee”) board of directors from July 2002 until November 19, 2015, when Yodlee was acquired by the Company, and as lead independent director of Yodlee between March 2014 and November 2015. Ms. Crowell served as an operational business consultant for Warburg Pincus LLC, a private equity firm, from June 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 boards of directors of Pliant Therapeutics, a biotechnology company developing therapies for fibrotic diseases, Hercules Capital, a specialty finance company serving the technology and life sciences sectors, GTreasury, a fully integrated cash and risk management solution providing strategic treasury management, Instinct Science, a veterinary practice software and workflow platform, and Centerbase, a full-service, cloud-based legal practice management solution. Ms. Crowell earned a B.S. in Education from the University of Nevada at Reno. Ms. Crowell also attended the Directors College Program at Stanford Law School and the Executive Program for Growing Companies at Stanford Graduate School of Business. Ms. Crowell’s qualifications to serve on our Board include her experience as a senior executive in the technology industry. Ms. Crowell brings to our Board expertise in technology and software, cybersecurity, compliance, digital transformation, sales and marketing and leadership.

ENVESTNET | PROXY STATEMENT 7

CORPORATE GOVERNANCE AND BOARD MATTERS

James Fox

Age 71

Mr. Fox has served as a member of our Board since February 2015 and Chair of the Board since March 2020. Mr. Fox 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., First Data Corporation, eOne Global, and PFPC. He serves as a director of Madison CF (UK) Limited, The Ultimus Group LLC and Yukon YC Holdings LLC. He also served as a director of Brinker Capital Holdings, Inc. from July 2015 until September 2020.

Mr. Fox participated in the Advanced Management Program at the Wharton School of the University of Pennsylvania. He earned an M.B.A. in Finance from Suffolk University and a B.A. in Economics from the State University of New York at Oswego.

Mr. Fox’s qualifications to serve on our Board include his extensive experience as a Chief Executive Officer and business leader in the financial services industry and his knowledge gained from service on the boards of various other companies. Mr. Fox brings to our Board expertise in wealth management, accounting and financial reporting, public company leadership and mergers, acquisitions and other strategic transactions.

8 ENVESTNET | PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS

Directors whose terms expire in 2024 (Class I)

	Wendy Lane Age 71			Ms. Lane was appointed to our Board in March 2023. Ms. Lane has served as Chair of Lane Holdings, Inc., a private equity investment company, since 1992. Previously, she was a Principal and Managing Director of the Investment Banking Group at Donaldson, Lufkin & Jenrette Securities Corporation, serving in these and other positions from 1981 to 1992. Prior to that, she was an investment banker at the Goldman Sachs Group, Inc. from 1977 to 1980. Ms. Lane currently serves on the board of directors of Verisk Analytics, Inc., a data analytics and risk assessment firm. She previously served on the boards of directors of NextPoint Financial, Inc., which was initially a special purpose acquisition company, but currently provides consumer finance and tax advisory services, from August 2020 to July 2021, CoreLogic, Inc., a financial, property, and consumer information analytics firm, from November 2020 to February 2021, Willis Towers Watson PLC, an advisory and solutions company, from April 2004 to May 2022, MSCI Inc., an analytics company, from January 2015 to April 2019, and UPM-Kymmene Oyj, a Finnish forest industry company, from March 2005 to April 2018 and five other public company boards. Ms. Lane earned a B.A. in Mathematics and French from Wellesley College, graduating with highest honors as a Durant Scholar, and an M.B.A. from Harvard Business School. Ms. Lane’s qualifications to serve on our Board include her extensive experience as a board member of public companies in data and analytics and other regulated industries. Ms. Lane brings to our Board expertise in corporate governance, investment management, finance, compensation, strategy and transformation and capital allocation.
	Valerie Mosley Age 62			Ms. Mosley has served as a member of our Board since October 2018. Ms. Mosley is the founder and CEO of BrightUp Wealth, a company that provides financial advice to historically underserved markets, including low-income and minority investors. Ms. Mosely is also the 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 DraftKings, Caribou and Eaton Vance Funds. Ms. Mosley received an M.B.A. from the University of Pennsylvania and a B.A. from Duke University. She serves on the non-profit board New Profit and the McClean Hospital board. Ms. Mosley’s qualifications to serve on the Board include her extensive experience in the wealth management business. Ms. Mosley brings to our Board expertise in investment management, the perspectives of public company investors, accounting and financial reporting and strategic planning.

ENVESTNET | PROXY STATEMENT 9

CORPORATE GOVERNANCE AND BOARD MATTERS

Gregory Smith

Age 58

Mr. Smith has served as a member of our Board since February 2015. Mr. Smith currently is an Executive-in-Residence and Lecturer at the University of Wisconsin-Milwaukee’s Lubar School of Business. He was Managing Partner of Barnett Management Advisors, LLC from 2012 until 2020. 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 Wall Street investment banking career, including six years as a Managing Director. He is currently a Director and Vice Chair of Church Mutual Holding Company, Inc. (f/k/a Church Mutual Insurance Company). He also served as a Director of its subsidiary, CM Vantage Specialty Insurance Company until the formation of the holding company in 2020. He is 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 earned an A.B. with honors from Princeton University and an M.B.A. with honors from The University of Chicago. 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 matters and mergers and acquisitions, including as a Chief Financial Officer. Mr. Smith brings to our Board expertise in finance, investment strategy and capital allocation, strategic transactions, financial reporting and accounting.

10 ENVESTNET | PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS

Directors whose terms expire in 2025 (Class III)

	William Crager Age 59			Mr. Crager serves as our Chief Executive Officer and has served as a member of our Board since March 2020. 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 a B.A. from Fairfield University where he majored in economics and now serves on the Fairfield Board of Trustees. Mr. Crager’s qualifications to serve on our Board include his extensive senior executive experience in the financial services industry, having served in leadership roles at Envestnet since 2002. Mr. Crager brings to our Board expertise in financial services, wealth management, FinTech, digital transformation, operations and public company leadership.
	Lauren Taylor Wolfe Age 44			Ms. Taylor Wolfe was appointed to our Board in March 2023. Ms. Taylor Wolfe is the co-founder and has served as the Managing Partner of Impactive Capital LP, an active impact investing firm, since its founding in April 2018. Prior to founding Impactive Capital LP, Ms. Taylor Wolfe served as Managing Director and Investing Partner at Blue Harbour Group, L.P., an investment management firm, from 2007 to January 2018. Earlier in her career, Ms. Taylor Wolfe served as a Portfolio Manager at SIAR Capital LLC, an investment firm specializing in undervalued and emerging growth companies, from 2003 to 2007, and as an Associate at Diamond Technology Partners, a strategic technology consulting firm, from 2000 to 2003. Ms. Taylor Wolfe previously served on the board of directors of HD Supply Holdings, Inc., an industrial distributor, from March 2017 until it was acquired by The Home Depot, Inc. in December 2020. Ms. Taylor Wolfe has served on the 30% Club Steering Committee, an organization dedicated to increasing gender balance on boards and in executive leadership positions, from December 2016 to January 2019 and was an Angel member of 100 Women in Finance from 2016 to 2020. Ms. Taylor Wolfe earned a B.S. in Applied Economics and Management, magna cum laude, from Cornell University and an M.B.A. from The Wharton School at the University of Pennsylvania. Ms. Taylor Wolfe’s qualifications to serve on our Board include her experience in the investment management industry. Ms. Taylor Wolfe brings to our Board expertise in capital allocation, finance and the perspectives of public company investors.
	Barbara Turner Age 59			Ms. Turner was appointed to our Board in March 2023. She has more than 35 years of leadership experience in the financial services industry. Most recently, Ms. Turner was President and Chief Executive Officer of Ohio National Financial Services, Inc., the first woman and person of color to hold this role. During her 26 year tenure at Ohio National, Ms. Turner served as Vice Chair, Chief Operating Officer, Chief Administrative Officer and Chief Compliance Officer for Ohio National’s parent company and President and Chief Executive Officer of its broker-dealer and investment advisory subsidiaries. Previously, she held roles at Cox Financial Corporation, Reynolds DeWitt Securities, Provident Bank, and Central Trust Bank. Ms. Turner is the Board Chair of the United Way of Greater Cincinnati and the incoming Board Chair of the Urban League of Greater Southwestern Ohio. She also serves on the board of The Christ Hospital Health Network. Ms. Turner previously served as Vice Chair of the Cincinnati USA Regional Chamber of Commerce, the Vice Chair of the insurance industry trade association LL Global (LIMRA) and on the Board of Directors of the American Council of Life Insurers. Ms. Turner attended the University of Cincinnati and is a graduate of the SIFMA/Wharton Securities Industry Institute (SII) and the FINRA Institute at Wharton Certified Regulatory and Compliance Professional (CRCP) programs. Ms. Turner’s qualifications to serve on our Board include her track record of exceptional leadership as a senior executive in the financial services industry. Ms. Turner brings to our Board expertise in financial services, compliance and information security, operations and leadership.

Departing Directors

Ross Chapin

Effective as of our 2023 Annual Meeting, Ross Chapin will retire from our Board. We extend our sincere gratitude to Mr. Chapin for his service as a director.

ENVESTNET | PROXY STATEMENT 11

CORPORATE GOVERNANCE AND BOARD MATTERS

Our Board of Directors

Overview

The Nominating and Governance Committee works with the Board on an annual basis to evaluate the ~~outcome of any~~Board as a whole and its individual members in light of the ~~proposals. Abstentions will be considered present~~needs of the Board, including the extent to which the current composition of the Board reflects a wide-ranging mix of knowledge, experience, skills, viewpoints, tenures and ~~voting~~backgrounds.

Diversity

We believe that Envestnet’s Board represents the varied and ~~will have~~multifaceted nature of the ~~effect~~business environment in which the Company operates. Envestnet is committed to diversity of ~~a vote against a proposal.~~

~~Who will pay the costs of soliciting proxies for the Annual Meeting?~~

~~Envestnet will pay all the costs of soliciting proxies for the Annual Meeting. Our directors~~gender, ethnicity and employees may also solicit proxies by telephone, by fax or other electronic means of communication, or in person. We will reimburse banks, brokers, and other nominees for the expenses they incur in forwarding the proxy materials to you.

~~Where can I find the voting results?~~

~~We will report the voting results in a Form 8‑K that we will file with the SEC within four business days after the Annual Meeting. You can find the Form 8‑K at~~ ~~www.sec.gov~~ ~~or on our website at~~ ~~www.envestnet.com~~.

~~Will Envestnet’s independent registered public accounting firm attend the Annual Meeting?~~

Representatives of KPMG LLP (“KPMG”) will attend the virtual Annual Meeting and will have the opportunity to make a statement if they wish and will be available to respond to appropriate questions from shareholders.

~~Do directors attend the Annual Meeting?~~

~~Directors are encouraged to attend all meetings of shareholders called by Envestnet. All of our directors, who were members~~race. Currently, 60% of our Board atmembers self-identify as female and/or from ethnically or racially diverse backgrounds.

	Gender			Racial/Ethnic Diversity*			Tenure

Includes two current directors who self-identify as Black or African American and one current director who self-identifies as Hispanic or Latino.

Leadership

One of our Board’s key responsibilities is to determine an optimal leadership structure to provide effective oversight of management and operate a fully engaged, high-quality Board. The Board understands that no single approach to Board leadership is universally accepted and that the ~~time, attended the 2019 Annual Meeting.~~

~~How can~~appropriate leadership structure may vary based on a ~~shareholder, employee, or other interested party communicate directly with our Board?~~

Our Board provides a process for shareholders, employees or other interested parties to send communications to our Board. Shareholders, employees or other interested parties wanting to contact the Board, the independent directors, the Chairman of the Board, the chairperson of any Board committee, or any other director may send written communications to the Board by email at ~~corpsecy@envestnet.com~~ or by mail at c/o Corporate Secretary, 35 East Wacker Drive, Suite 2400, Chicago, Illinois, 60601. Communication with the Board may be anonymous. The Secretary will forward all communications addressed to the Board, to the Chairperson of the Audit Committee or the Chairperson ofcompany’s size, industry, operations, history and culture. With this in mind, the Nominating and Governance Committee ~~who will then determine when it is appropriate to distribute such communications to other members~~ of our Board evaluates the Board’s leadership structure on a regular basis.

The Company’s by-laws and Corporate Governance Guidelines do not require that the positions of Chairperson and CEO be separate, but rather permit the Board or to ~~management.~~

~~Whom should I call if I have~~determine the most appropriate leadership structure for the Company at any ~~questions?~~

~~If you have any questions about the virtual Annual Meeting or voting, please contact Shelly O’Brien, our Corporate Secretary, at (312) 827‑2800 or at~~ ~~corpsecy@envestnet.com. If you have any questions about your ownership of Envestnet common stock, please contact Investor Relations at (312) 827‑3940 or by email at~~ ~~investor.relations@envestnet.com.~~

~~CORPORATE GOVERNANCE~~

~~Overview~~

~~We review annually, internally~~given time and ~~with~~give the Board the ~~provisions~~ability to choose a Chairperson that it deems best for the Company. By retaining flexibility to adjust the Company’s leadership structure, the Board believes that it is best able to provide for appropriate management and leadership of the ~~Sarbanes‑Oxley Act~~Company as circumstances warrant.

At present, the Board has determined that separating the positions of ~~2002,~~CEO and Chairperson is the ~~rules of~~most appropriate leadership structure for the ~~SEC~~Company. The Board believes that separating the positions allows our CEO to focus on strong executive leadership and the ~~NYSE’s listing standards regarding corporate governance policies~~day-to-day operational, financial and ~~processes,~~performance matters vital to Envestnet’s business, and ~~are in compliance with~~ the ~~rules and listing standards. We have adopted Corporate Governance Guidelines covering issues such as executive sessions of~~Chairperson to focus on leading the Board ~~director qualification standards, including independence, director responsibilities, and Board self‑evaluations. We have also adopted a Code~~in providing independent oversight of Business Conduct and Ethics for our employees and directors and charters for each of our Audit, Compensation, Nominating and Governance, Compliance and Information Security and Strategy Committees. A copy of our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and each committee charter, is 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 at (312) 827‑2800, facsimile at (312) 621-7091 or e‑mail at corpsecy@envestnet.com. Our website address is providedmanagement. James Fox has served as an ~~inactive textual reference only; the information provided on or accessible through our website is not part of this proxy statement.~~

~~Leadership Changes~~

Following the unexpected and sudden passing of our former Chairman and CEO Judson Bergman, our Board of Directors implemented Envestnet’s emergency succession plan. Effective October 3, 2019, our Board appointed William Crager as interim CEO and Ross Chapin, our lead independent director since 2015 ~~as the interim Chairman of Envestnet’s Board of Directors.~~

~~Effective March 30, 2020, our Board appointed Mr. Crager as Envestnet’s Chief Executive Officer~~ and as ~~a member of~~

~~the Board of Directors. The Board’s decision was based on numerous factors, including Mr. Crager’s extensive experience in the financial services industry, including 20years with Envestnet, his demonstrated leadership and management qualities, his strong relationships with~~ our ~~customers as well as Mr. Crager’s performance as interim CEO since October 2019. Mr. Crager also continues as Chief Executive, Envestnet Wealth Solutions.~~

In addition, effective March 30, 2020, the Board appointed Stuart DePina, Chief Executive, Envestnet Data & Analytics, as President of Envestnet. Also effective March 30, 2020, the Board appointed James Fox as ChairmanChairperson of the Board ~~and Charles Roame as Vice Chairman of the Board. With the appointment of Mr. Fox as a non-executive Chairman of the Board, Mr. Chapin no longer serves as lead independent director.~~

~~Corporate Governance Highlights~~

Our independent directors meet at regularly scheduled executive sessions without the participation of management. James Fox, our Chairman, is the presiding director for executive sessions of independent directors.

Seven of our nine directors are independent. Mr. Crager is not considered an independent director because he is our CEO. Mr. Arora is not considered an independent director because he was an executive officer of the Company within the last three years.

Only independent directors may serve on the Audit and Compensation Committees. In addition, a majority of the directors that serve on the Nominating and Governance, Compliance and Information Security, and Strategy Committees must be independent. Currently, each committee of our Board is composed entirely of independent directors.

Our Audit Committee hires, determines the compensation of, and decides the scope of services performed by our independent registered public accounting firm. In addition, no member of our Audit Committee currently serves on the audit committees of more than two public companies (including Envestnet). Our Audit Committee charter provides that if a member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board will determine if such simultaneous service would impair the ability of such member to effectively serve on the Audit Committee.

~~Our Compensation Committee evaluates the performance of the CEO based on corporate goals and objectives and, with the other independent directors, sets the CEO’s compensation.~~since March 30, 2020. The ~~Compensation Committee also has responsibility for evaluating the performance of our senior management and determining executive compensation.~~

~~The Compensation Committee works with the Nominating and Governance Committee and the CEO on succession planning.~~

~~The Board and each committee of the Board performs an annual self‑evaluation.~~

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,Chairperson’s responsibilities include, 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.

Envestnet holds regular Board meetings that last approximately two days each. In addition, our Board holds 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 Board of Directors~~

Our Board oversees our business and monitors the performance of management. The directors keep themselves up‑to‑date on the Company by discussing matters with the CEO, other key executives and our principal external advisors, such as outside legal counsel, outside auditors, investment bankers, and other consultants, by reading the reports and other materials that we send them regularly and by participating in Board and committee meetings.

The Board usually meets seven times per year in regularly scheduled meetings, but will meet more often if necessary. From time to time, the Board has telephonic sessions on various topics. The Board met nineteen times, including these telephonic sessions, during 2019. All of our directors attended at least 75% of the aggregate number ofthings: presiding over all meetings of the Board and ~~committees~~executive sessions of the independent directors; presiding over meetings of shareholders; serving as a liaison between management of the Company and the Board; and discussing with the CEO agendas for Board meetings and information to be provided to the Board. Other responsibilities of ~~which they were~~the Chairperson are determined by the Board from time to time.

Structure

Our Board is divided into three classes with the terms of office of each class ending in successive years. Our by-laws provide for a ~~member held while they were in office during~~minimum of five and a maximum of 11 directors and empower our Board to fix the ~~year ended December 31, 2019.~~ exact number of directors and appoint persons to fill any vacancies on the Board until the next annual meeting.

12 ENVESTNET | PROXY STATEMENT

~~Director Independence~~

CORPORATE GOVERNANCE AND BOARD MATTERS

~~In February 2020,~~

Independence

Based on its most recent review, conducted in March 2023, our Board determined that the following directors are independent under the listing standards of the ~~NYSE: Luis~~New York Stock Exchange (“NYSE”): Mr. Aguilar, ~~Ross~~Mr. Chapin, ~~Gayle~~Ms. Crowell, ~~James~~Mr. Fox, ~~Valerie~~Ms. Lane, Ms. Mosley, ~~Charles Roame,~~Mr. Smith, Ms. Taylor Wolfe and ~~Gregory Smith.~~Ms. Turner. Mr. Crager is not considered an independent director because he is our CEO. In making its determination of independence, the Board applied the categorical standards for director independence set forth in the NYSE’s rules and ~~therefore~~also determined, based on all known relevant facts and circumstances applicable to each individual director, that no other material relationships existed between us and these directors. The Board also considered the other directorships held by the independent directors and determined that none of these directorships constituted a material relationship with us.

In addition, our Board determined that Mr. Smith, Mr. Chapin, Mr. Fox and ~~Mr. Roame,~~Ms. Taylor Wolfe, the members of our Audit Committee, satisfy the audit committee independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that Mr. Fox, Mr. Chapin, Ms. Crowell and Mr. Smith, the members of our Compensation Committee, satisfy the additional independence requirements for members of the compensation committee under the NYSE listing standards.

Our independent directors meet at regularly scheduled executive sessions without the participation of management. Mr. Fox, our Chair, is the presiding director for executive sessions of independent directors.

9Committees

~~The Committees~~During 2022, our Board had five standing committees that perform certain delegated functions on behalf of the ~~Board~~

~~Our Board has~~Board. The five standing ~~committees:~~committees are: an Audit Committee, a Compensation Committee, a Compliance and Information Security Committee, a Nominating and Governance Committee and a Strategy Committee.

Luis
Aguilar

Ross
Chapin

William
Crager

Gayle
Crowell

James
Fox

Valerie
Mosley

Gregory
Smith

Meetings
Held in
2022

Audit Committee

Compensation Committee

Compliance and Information Security Committee

Nominating and Governance Committee

Strategy Committee

= Chair

= Member

~~The Audit Committee~~

~~The Audit Committee provides oversight~~Information in the table above reflects our committee meetings and Board composition as of and for 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 registered public accounting firm KPMG.

~~The Audit Committee is composed entirely of independent directors,~~year ended December 31, 2022. Ross Chapin will retire as ~~defined by the NYSE listing standards, who also satisfy the requirements of Rule 10A-3 under the Exchange Act.~~

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

~~The Board has determined that each~~a member of the Audit Committee, ~~satisfies the financial literacy requirements~~Compensation Committee and Strategy Committee as of the ~~NYSE and that each is an audit~~2023 Annual Meeting. Other changes to committee ~~financial expert, as that term is defined~~assignments since December 31, 2022 are described below 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”.~~Changes.”

The Audit Committee held eight meetings during 2019. Audit Committee meetings are usually held in conjunction with the regularly scheduled meetings of the Board. At least quarterly, the Audit Committee met with management, KPMG, the Chief Financial Officer,

ENVESTNET | PROXY STATEMENT 13

CORPORATE GOVERNANCE AND BOARD MATTERS

Audit Committee
2022 Members: Mr. Smith (Chair) Mr. Chapin Mr. Fox Committee Meetings held in 2022: 5			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 registered public accounting firm KPMG LLP. Our Audit Committee hires, determines the compensation of, and decides the scope of services performed by our independent registered public accounting firm. No member of our Audit Committee currently serves on the audit committees of more than two public companies (including Envestnet). Our Audit Committee charter provides that if a member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board will determine if such simultaneous service would impair the ability of such member to effectively serve on the Audit Committee. Only independent directors may serve on the Audit Committee. The Board has determined that each member of the Audit Committee satisfies the applicable audit committee independence requirements of the NYSE and the Exchange Act. The Board has determined that each member of the Audit Committee satisfies the financial literacy requirements of the NYSE and that each is an audit committee financial expert, 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.” Audit Committee meetings are usually held in conjunction with the regularly scheduled meetings of the Board. At least quarterly, the Audit Committee met with management, KPMG LLP, the Chief Financial Officer, the Principal Accounting Officer and the General Counsel to review, among other matters, the overall scope and plans for the independent audit, and the results of such audit; critical accounting estimates and policies; and compliance with our conflict of interest and Code of Business Conduct and Ethics policies. At least quarterly in 2022, the Audit Committee met or had an opportunity to meet in executive session (i.e., without management present) with representatives of KPMG LLP to discuss the results of KPMG LLP’s work. As of March 2023, Ms. Turner and Ms. Taylor Wolfe each joined the Audit Committee.

Compensation Committee
2022 Members: Mr. Fox (Chair) Mr. Chapin Ms. Crowell Mr. Smith Committee Meetings held in 2022: 7			The Compensation Committee is responsible for evaluating the performance of the CEO based on corporate goals and objectives and, with the other independent directors, sets the CEO’s compensation. The Compensation Committee also evaluates the performance of our senior management and determines executive compensation. Additionally, the Compensation Committee reviews and makes recommendations to the full Board regarding director compensation. The Compensation Committee consults with the Nominating and Governance Committee and works with the CEO and Chairperson of the Board in the Nominating and Governance Committee’s review of succession planning for Envestnet’s CEO, Chairperson of the Board and, as deemed necessary, any other executive officers. Only independent directors may serve on the Compensation Committee. The Board has determined that each member of the Compensation Committee satisfies the applicable compensation committee independence requirements of the NYSE.

14 ENVESTNET | PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS

Compliance and Information Security Committee
2022 Members: Ms. Crowell (Chair) Mr. Aguilar Ms. Mosley Committee Meetings held in 2022: 4			The Compliance and Information Security Committee provides oversight of, and reviews, assesses and makes recommendations to our Board regarding, our regulatory compliance programs and information technology security framework. A majority of the directors that serve on the Compliance and Information Security Committee must be independent. The current committee is comprised entirely of independent directors. As of March 2023, Ms. Turner joined the Compliance and Information Security Committee.

Nominating and Governance Committee
2022 Members: Mr. Aguilar (Chair) Ms. Crowell Mr. Fox Ms. Mosley Mr. Smith Committee Meetings held in 2022: 6			The responsibilities of the Nominating and Governance Committee include identifying individuals qualified to become Board members, recommending director nominees to the Board, and developing, assessing and recommending corporate governance guidelines. The Nominating and Governance Committee reviews at least annually the Company’s charitable giving, including the Envestnet Cares initiative. In addition to general corporate governance matters, the Nominating and Governance Committee assists the Board and its committees in their self-evaluations. The Nominating and Governance Committee, in consultation with the Compensation Committee, reviews annually, or more often if appropriate, succession planning for Envestnet’s CEO, Chairperson of the Board and, as deemed necessary, any other executive officers. A majority of the directors that serve on the Nominating and Governance Committee must be independent. Currently, the Nominating and Governance Committee is composed entirely of independent directors, as defined by the NYSE listing standards. As of March 2023, Ms. Lane was appointed to the Nominating and Governance Committee, and Mr. Smith and Ms. Crowell no longer serve on the Nominating and Governance Committee.

Strategy Committee
2022 Members: Mr. Chapin (Chair) Mr. Crager Mr. Fox Mr. Smith Committee Meetings held in 2022: 5			The Strategy Committee reviews and provides guidance to the management team and the Board with respect to the Company’s strategic initiatives. The Strategy Committee reviews and makes recommendations to the Board regarding specific strategic initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances. A majority of the directors that serve on the Strategy Committee must be independent. As of March 2023, Mr. Smith replaced Mr. Chapin as the Chair of the Strategy Committee, and Ms. Crowell joined the Strategy Committee.

Committee Changes

Effective March 2023, Mr. Smith replaced Mr. Chapin as the Chair of the Strategy Committee, Ms. Crowell joined the Strategy Committee, Ms. Turner joined both the Audit Committee and the Compliance and Information Security Committee, Ms. Taylor Wolfe joined the Audit Committee and Ms. Lane joined the Nominating and Governance Committee. Also effective March 2023, Mr. Smith and Ms. Crowell will no longer serve on the Nominating and Governance Committee.

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Board Responsibilities

Overview

Our Board oversees our business and monitors the performance of management. In addition to its more traditional business and management oversight responsibilities, the Board also monitors the Company’s activities and practices related to ESG matters, including climate-related risks and opportunities. The directors keep themselves up-to-date on the Company by discussing matters with the CEO, other key executives and our principal external advisors, such as outside legal counsel, outside auditors, investment bankers and other consultants, by reading the reports and other materials that we send them regularly and by participating in Board and committee meetings.

Meetings

Envestnet holds regular Board meetings that last approximately two days each. In addition, our Board holds an annual business review meeting to assess specific areas of our operations and to learn about general trends affecting the wealth management industry. The Company provides our directors with the opportunity to attend continuing education programs.

The Board usually meets seven times per year in regularly scheduled meetings but will meet more often if necessary. From time to time, the Board holds telephonic sessions on various topics. During 2022, the Board met 15 times, including through telephonic sessions. All of our directors attended at least 75% of the aggregate number of meetings of the Board and the standing committees on which they served during the year ended December 31, 2022.

Recruitment, Nomination and Succession Planning

The Nominating and Governance Committee works with the Board on an annual basis to evaluate the Board as a whole and its individual members in light of the needs of the Board, including the extent to which the current composition of the Board reflects a wide-ranging mix of knowledge, experience, skills, viewpoints, tenures and backgrounds. In accordance with its charter, the Nominating and Governance Committee identifies potential nominees for directors from various sources, including in partnership with external search firms. When reviewing candidates’ qualifications, the Nominating and Governance Committee considers the relevance of their experience and background as well as their independence, judgment, understanding of our business or related industries, education and professional background (including current employment and other board memberships), reputation for integrity and such other factors as the Nominating and Governance Committee determines are relevant in light of the needs of the Board and our Company. Among other things, the Nominating and Governance Committee considers relevant experience in financial services, investment management, technology, public company leadership, accounting, financial reporting, cybersecurity, compliance and strategic planning to be particularly relevant to the Board and the Company. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent shareholder interests through exercise of sound judgment, using its diversity of experience. The Nominating and Governance Committee also engages a third-party consultant to assist in the review and evaluation of potential nominees. In addition, the Board believes that it is important that the Board members represent a diverse mix of viewpoints and that the skills and backgrounds collectively represented on the Board should reflect the varied and multifaceted nature of the business environment in which the Company operates. Although the Board does not have a specific policy regarding diversity, the Board takes into account, and any search firm engaged to assist in identifying candidates for nomination to the Board is directed to take into account, these attributes and the current composition of the Board.

With regards to the three directors appointed in March 2023, the Nominating and Governance Committee initially identified Ms. Turner as a potential candidate for consideration, and Impactive Capital LP, a 7.6% shareholder of Envestnet, initially identified Ms. Taylor Wolfe and Ms. Lane as potential candidates for consideration. See “Corporate Governance and Board Matters—Cooperation Agreement with Impactive.” The Nominating and Governance Committee evaluated and discussed each of the three candidates before recommending them to the full Board.

In evaluating the suitability of individual Board members, the Board and the Nominating and Governance Committee consider numerous factors, such as the individual’s general understanding of marketing, finance and

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other disciplines relevant to the success of a publicly traded company; performance as a member of the Board; understanding of the Company’s business; education and professional background, including current employment and other Board memberships; reputation for integrity; diversity contributed to the Board in terms of gender, race, ethnicity, age, religion, sexual orientation, geographic representation and any other personal attributes considered relevant. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors with a breadth and depth of knowledge, experience, skills, viewpoints and backgrounds to best advance the success of the Company’s business and represent shareholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the Board.

Once the Nominating and Governance Committee selects qualified candidates and reviews its recommendations with the Board, the Board decides whether to nominate the person for election to the Board. Elections typically occur at our annual meeting but, upon the recommendation of the Nominating and Governance Committee, the Board may approve additions to the Board between annual meetings.

In connection with its self-evaluation described below under “—Director Self-Evaluations,” the Nominating and Governance Committee assesses whether it effectively nominates candidates for director in accordance with the above-described standards specified by the Company’s Corporate Governance Guidelines. See each nominee’s and director’s biography in this proxy statement for a description of the specific experience that each such individual brings to our Board.

Succession planning is a priority for the Board and Company management, with the objective of having a pipeline of diverse leaders for today and the future. To achieve this objective, the Board and management take a proactive approach. We have established a disciplined talent management and succession planning process at the senior level, and we have in place both an emergency and a non-emergency succession plan for the CEO and Chairperson of the Board. The Board works with a third-party consultant to assist with succession planning.

The Nominating and Governance Committee, in coordination with the Compensation Committee, annually reviews the succession plan for the CEO and Chairperson of the Board upon retirement, death or disability. The Nominating and Governance Committee’s review of the succession plan for the CEO is followed by discussion with the non-executive directors of the Board led by the Chairperson of the Board. The Nominating and Governance Committee, in coordination with the Compensation Committee, also annually reviews the succession plan for such other executive officers as the Committee deems appropriate to safeguard continuity in Envestnet’s management, which is then discussed with the full Board. These processes enable the Board to address both long-term planned occurrences, such as retirement or change in roles, as well as short-term unexpected events. The Nominating and Governance Committee also annually reviews its Board refreshment and service length processes as part of its formal director self-evaluation process, described in more detail in the section herein entitled “—Director Self-Evaluations.”

Risk Oversight

Envestnet’s policies and procedures relating to risk assessment and risk management are overseen by our Board. The Board takes an enterprise-wide approach to risk management that is designed to support our business plans within established levels of acceptable risk tolerances. A fundamental part of risk assessment and risk management involves not only understanding key enterprise risks’ likelihood of occurrence, potential impact and management’s initiatives to mitigate those risks, but also understanding what constitutes an appropriate level and tolerance of risk appropriate for our Company. The Board regularly considers our risk profile, including during their annual review and approval of our business plan. The involvement of the Board in setting our business strategy is a key component of its assessment of management’s risk tolerance and also its determination of an appropriate overall level of risk for our Company. Committees of the Board oversee certain risks and the management of such risks relevant to their respective committee charter. The entire Board is regularly informed through committee reports and management presentations about such risks. Any risks that may arise related to ESG matters are overseen by our full Board.

The Audit Committee of the Board reviews our policies and practices with respect to risk assessment and risk management and discusses with management our major financial risk exposures and the steps that have been taken to monitor and control such exposures.

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The Compensation Committee assesses our executive compensation programs annually to ascertain any potential material risks related to compensation policies and practices. In conducting this assessment, the Compensation Committee focuses on our incentive compensation programs in order to identify any general areas of risk or potential for unintended consequences that exist in the design of our compensation programs and to evaluate our incentive plans relative to our enterprise risks to identify potential areas of concern, if any.

The Compensation Committee determined that our compensation programs, policies and practices are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy. The Compensation Committee further determined that the Company’s policies and practices are not structured to encourage executives to take unnecessary or excessive risks, and therefore do not create risks reasonably likely to have a material adverse effect on our Company.

The Nominating and Governance Committee manages risks associated with general corporate governance and succession planning.

The Compliance and Information Security Committee reviews potential risk related to regulatory compliance requirements and reviews and assesses our regulatory compliance programs. The Compliance and Information Security Committee also reviews cybersecurity risk, and reviews and assesses our information technology security framework.

Director Self-Evaluations

The Board and each committee of the Board conduct a formal annual self-evaluation to assess the business skills, experience, and background represented on the Board and to determine whether the Board and its committees are functioning effectively. During the year, the Nominating and Governance Committee receives input on the Board’s performance from directors and discusses the input with the full Board and oversees the self-evaluation process. The self-evaluation focuses on whether the Board is operating effectively and on areas in which the Board or management believes that the Board or any of its committees could improve. The self-evaluation may be in the form of written or oral questionnaires or interviews and is conducted by a third party. Each year the Nominating and Governance Committee discusses and considers the appropriate approach and approves the form of the self-evaluation.

The results of the self-evaluation are reviewed by the Nominating and Governance Committee and shared with the full Board. Any recommendations for improvement are reviewed by the full Board and appropriate plans are initiated by the Board to address such recommendations.

Continuing Education

We expect our directors to be well-informed about the Company’s business, the competitive landscape in which the Company operates and issues currently affecting the Company, the wealth, investment management and technology industries, matters of corporate governance and the broader economy. Because our Board believes that ongoing director education is important to the development of best practices and helps directors fulfil their fiduciary duties to the Company’s shareholders, directors are encouraged to participate in continuing education programs.

Our Corporate Governance Framework

Overview

In exercising its fiduciary duties, the Board is committed to strong corporate governance, as reflected through its policies and practices. We review annually, 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. Envestnet has adopted Corporate Governance Guidelines that provide the framework for the Board’s governance and cover issues such as the Board’s purpose, director qualification standards (including independence), director responsibilities, executive sessions and Board self-evaluations. The Board reviews regularly our policies, practices and processes in the context of current corporate governance trends, shareholder feedback, regulatory changes and recognized best practices and revises such policies when appropriate. Each of Envestnet’s Board committees, which include the Audit, Compensation, Nominating and Governance, Compliance and Information Security and Strategy

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Committees, has adopted a charter defining their respective purposes and responsibilities. Additionally, we require compliance with our Code of Business Conduct and Ethics ~~policies.~~policy, applicable to all of our employees and directors.

~~At least quarterly~~Copies of our governance documents, including our Corporate Governance Guidelines, Code of Business Conduct and Ethics and each committee charter, are available on our website located at www.envestnet.com under “Investor Relations—Governance—Governance Documents” or may be requested by contacting our Corporate Secretary via telephone at (312) 827-2800, facsimile at (312) 621-7091 or e-mail at corpsecy@envestnet.com. Our website address is provided as an inactive textual reference only; the information provided on or accessible through our website is not part of this proxy statement.

Related Party Transaction Policies and Procedures

Our Board has adopted a written policy regarding review and approval of any Related Party transactions. This policy applies to any transaction, arrangement or relationship in ~~2019,~~which we (including any of our subsidiaries) were, are, or will be a participant, the amount involved exceeds $120,000 annually and in which any director, executive officer, 5% or greater shareholder or certain other related parties or entities (each, a “Related Party”), has a direct or indirect material interest. We refer to these transactions as “Related Party Transactions.” Under the policy, the Audit Committee ~~met~~must approve all Related Party Transactions proposed and, if appropriate, ratify any such transaction previously commenced and ongoing. Any related party transactions that are ongoing in nature will be reviewed annually at a minimum. In its evaluation, the Audit Committee considers all of the relevant facts and circumstances in determining whether to approve a Related Party Transaction, including:

■

The benefits to us of the proposed Related Party Transaction;

■

The impact on a director’s independence in the event the Related Party is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder or executive ~~session (i.e., without management present)~~officer;

■

The creation of an actual or apparent conflict of interest;

■

The availability of other sources for comparable products or services;

■

The terms of the proposed Related Party Transaction;

■

The Related Party’s interest in the transaction; and

■

The terms available to unrelated third parties or to employees generally.

The Audit Committee will approve only those Related Party Transactions that are in, or are not inconsistent with, ~~representatives~~the best interests of ~~KPMG~~our Company and our shareholders, as the Audit Committee determines in good faith.

The following types of transactions do not require approval or ratification under this policy:

■

Transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding $120,000;

■

Transactions in which the Related Party’s interest derives solely from his or her service as a director of another corporation or organization that is a party to ~~discuss~~ the ~~results~~transaction;

■

Transactions in which the Related Party’s interest derives solely from his or her ownership of ~~KPMG’s work.~~less than 10% of the equity interest in another person (other than a general partnership interest) which is a party to the transaction;

~~The~~

■

Transactions in which the Related Party’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not-for-profit organization or charity that receives donations from us;

■

Compensation ~~Committee~~

~~The~~arrangements of any named executive officer that are reported in our annual meeting proxy statement and compensation arrangements of any executive officer (other than an individual who is an immediate family member of a Related Party) that have been approved by the Compensation Committee of our Board and that are reported in our annual meeting proxy statement or would be reported if the executive officer were a named executive officer;

■

Director compensation arrangements that have been approved by the Board and that are reported in our annual meeting proxy statement;

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■

Transactions with an entity and its affiliates that is considered a Related Person solely because the entity has ~~responsibility for evaluating~~reported beneficial ownership of more than 5% of Envestnet’s common stock on a Schedule 13G if the ~~performance~~entity is a bank, broker or dealer, insurance company, investment adviser, investment company or other entity that qualifies to report its ownership on Schedule 13G, provided that such transaction is (i) in the ordinary course of business of each of the ~~CEO~~parties and ~~senior management~~(ii) on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliates; 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 independent directors,~~

■

Such other exceptions as ~~defined by the NYSE listing standards, who also satisfy the additional independence requirements specific to compensation committee members~~may be set forth in ~~the NYSE listing standards.~~Item 402(a) of Regulation S-K.

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

~~The Compensation Committee held seven meetings during 2019.~~Related Party Transactions

~~The Compliance and Information Security Committee~~

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

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

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

~~The Compliance and Information Security Committee held four meetings during 2019.~~

~~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 the 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 assists the Board and its committees in their self‑evaluations. The Nominating and Governance Committee also works with the Compensation Committee and the CEO on succession planning.

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

~~The 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,~~institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations, with whom we conduct business in the ~~Board had utilized~~ordinary course on an ~~ad hoc strategy committee to provide oversight~~arm’s length basis, become beneficial owners of 5% or more of our common stock through the aggregation of holdings of their affiliates and/or on behalf of other beneficial owners for whom they act as investment advisor or investment manager. We engaged in the transactions described below with shareholders or their affiliates that owned more than 5% of our common stock at the time of the ~~Company’s overall~~transaction and with other related parties, and we may continue to transact similar business ~~strategy~~during 2023.

BlackRock, Inc. and ~~strategic initiatives.~~ its subsidiaries (“BlackRock”) – In ~~December 2019, the Board made the Strategy Committee~~2022, we paid BlackRock approximately $3,730,000 for use of various BlackRock investment models and strategies, pursuant to pre-existing model licensing and asset management agreements, and for a ~~standing committee~~license to use of its Aladdin wealth platform. The fees for use of the ~~Board. The Strategy Committee reviews~~investment models and ~~provides guidance~~strategies are borne by the advisors and clients, with Envestnet acting as a conduit for the payment.

Pursuant to the model license and asset management ~~team~~agreements, our subsidiary Envestnet Asset Management received from BlackRock various investment model and portfolio maintenance fees, and other data analytics fees totaling approximately $70,000 in 2022. In 2022, BlackRock paid our subsidiary Yodlee approximately $1,570,000 under a pre-existing data license agreement. BlackRock paid Envestnet approximately $250,000 in sponsorship and events fees in 2022.

Vanguard Group, Inc. and its subsidiaries (“Vanguard”) – In 2022, Vanguard paid our subsidiary Yodlee approximately $1,440,000 for data aggregation, account verification and technology services, pursuant to a pre-existing master application service provider agreement. In 2022, Vanguard paid to our subsidiary, Envestnet Asset Management, various investment model maintenance and data analytics fees totaling approximately $100,000. Vanguard paid Envestnet approximately $40,000 in sponsorship and events fees in 2022.

JPMorgan Chase & Co. and its subsidiaries (“JPMorgan”) – In 2022, we paid JPMorgan approximately $1,690,000 for use of various JPMorgan investment models and investment strategies, pursuant to pre-existing model licensing and asset management agreements. The fees for use of the ~~Board~~investment models and strategies are borne by the advisors and clients, with ~~respect~~Envestnet acting as a conduit for payment. JPMorgan acted as one of the joint-book running managers of our offering of $575,000,000 aggregate principal amount of 2.625% Convertible Notes due 2027 (the “Convertible Notes”) in November 2022 and received $2.9 million in underwriting discounts. In connection with our issuance of the Convertible Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the offering or affiliates thereof, including JPMS, and paid JPMS approximately $20 million. In 2022, we paid JPMorgan approximately $1,270,000 in connection with the termination of a pre-existing financial advisory agreement.

In 2022, Yodlee received approximately $6,350,000 from JPMorgan for data aggregation, account verification and technology services pursuant to a pre-existing master application service provider agreement. In 2022, Envestnet, including its subsidiaries, received approximately $12,400,000 for financial planning solution licensing fees and related professional services, sub-advisory and technology fees, and retirement solutions license and service fees. Pursuant to these agreements, Envestnet Asset Management received from JPMorgan various investment model and portfolio maintenance fees and data analytics fees in 2022. JPMorgan paid Envestnet approximately $40,000 in sponsorship and events fees in 2022.

Upward Wealth – In 2022, our Yodlee subsidiary performed $140,250 in professional services for Upward Wealth Inc. (d/b/a BrightUp) (“BrightUp”) for the 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,implementation of Yodlee’s Fastlink 4 service, and implementation and consulting through Yodlee’s Insights service. BrightUp is a company founded by Valerie Mosley, one of our

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directors, to democratize financial wealth-building and personal well-being through providing financial advice to historically underserved markets, including low income and minority investors. Additionally, pursuant to a pre-existing master application service provider agreement with Yodlee, BrightUp paid $81,000 for data aggregation, account verification and technology services. The terms of the ~~Company’s strategic plan. The Strategy~~master application service provider agreement were originally reviewed and approved by our Audit Committee ~~also has~~in 2020 under the ~~responsibility to review~~procedures described above under “—Related Party Transaction Policies and make recommendations to the Board regarding specific strategic initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances. The Strategy Committee is composed entirely of independent directors, as defined by the NYSE listing standards.

~~The members of the Strategy Committee are Mr. Roame (Chairperson), Mr. Chapin, Mr. Fox and Mr. Smith.~~

Procedures.”

Restrictions on ~~Short-term Speculative Transactions, Hedging and Pledging~~

Short-Term Speculative Transactions and Hedging

We consider it improper and inappropriate for directors, officers, employees, ~~consultants~~ and temporary contract workers (whom we refer to as “covered persons”) to engage in short-term or speculative transactions in our securities. Consequently, we have adopted a policy that prohibits covered persons from engaging in short sales of our securities (sales of securities that are not then owned), including “sales against the box” ~~(sales~~(sales with delayed delivery) and in transactions in publicly traded options on our securities (such as puts, calls and other derivative securities) on an exchange or in any other organized market. We also only allow “standing orders” for a brief period of time.

Furthermore, we believe that certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, may result in a misalignment of our interests and the interests of covered persons. Accordingly, we have adopted a policy that prohibits hedging transactions and all other similar forms of monetization transactions. For purposes of this policy, hedging includes the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or engaging in any other ~~transaction,~~transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities.

Margin Accounts and Pledging

Envestnet’s current policy permits covered persons to hold our securities in margin accounts and pledge our securities in limited circumstances to strike an appropriate balance between the ability of covered persons to manage their financial affairs with the potential adverse impact to shareholders and the Company that could result from the pledging of a significant number of Company securities by covered persons. Covered persons are prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan unless the covered person clearly demonstrates the ability ~~the~~to repay any obligations arising under the margin account or any loan without resorting to the securities held in the margin account or pledged securities in the case of a loan. We believe that a complete ban on pledging could discourage our executive officers, directors and other covered persons from owning significant levels of Envestnet securities, which we believe would negatively affect shareholders.

Envestnet securities may constitute a significant portion of our ~~officers’s~~officers’ and ~~directors’s~~directors’ personal assets. As a result, situations may arise in which using Envestnet securities as collateral for ~~his or her~~ financial obligations or holding Envestnet securities in a margin account is ~~an attractive~~a preferable means ~~to obtain~~of obtaining liquidity ~~rather~~ than ~~achieving it~~solely through decreased security ownership. Absent the ability to pledge Envestnet securities in this manner, an officer or director may be forced to sell shares, which is not in our shareholders’ best interests. An absolute prohibition on pledging could create a disincentive for our officers and directors to hold substantial amounts of Envestnet securities for long time periods. Although securities held in a margin account or pledged as collateral for a loan may be sold by the broker if a covered person fails to meet a margin call or by the lender in foreclosure if the covered person defaults on the loan, we believe that our policy’s requirement that the covered person demonstrate the ability to repay any obligations arising under the margin account or any loan both effectively mitigates the risk that forced sales of pledged shares could prompt a broader sell-off or further depress a declining stock price and provides our officers and directors with reasonable flexibility to use their Envestnet securities as collateral ~~for loans for needed~~and liquidity, ~~and encourages them to retain~~encouraging retention of substantial ownership of our securities.

Code of Business Conduct and Ethics

We are committed to upholding ethical standards in all of our corporate and business activities. The Company has long maintained the “Code of Business Conduct and Ethics,” which sets forth the values, principles and business practices that guide the business conduct of Envestnet, as discussed further below in the section entitled “Environmental, Social and Governance—Promoting Strong Corporate Governance—Code of Business Conduct and Ethics.”

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Shareholder Engagement

Our Board ~~Leadership Structure~~

~~The Nominating and Governance Committee of our Board evaluates the Board’s leadership structure on a regular basis.~~

~~The Company’s By-laws and the Corporate Governance Guidelines do not require the separation of the positions of the Chairman and the CEO. The Corporate Governance Guidelines permit the Board~~is committed to ~~determine the most appropriate leadership structure for the Company at any given time and give the Board the ability to choose a Chairman that it deems best for the Company.~~

Historically, the Board believed the combined role of CEO and Chairman under Mr. Bergman was the appropriate leadership structure for the Company. Combining the CEO and Chairman roles under Mr. Bergman provided efficient and effective decision-making and unified leadership for the Company, with a single person setting the tone for management of the Company. Mr. Bergman was well-suited to serveacting in the ~~Chairman role because his familiarity with the Company’s business enabled him to effectively lead the Board in its discussion, consideration, and execution~~best interests of the Company’s ~~strategy. The Board also felt that the combined roles of Chairman~~shareholders, and ~~CEO were appropriately balanced by the designation of~~views ongoing dialogue with shareholders as a ~~lead independent director, Mr. Chapin. Mr. Chapin’s responsibilities as lead independent director included, among other things, presiding over all executive sessions~~critical component of the ~~non‑employee directors, where non‑employee directors meet outside the presence~~Company’s corporate governance program. Our Board believes such ongoing dialogue promotes transparency, improves understanding of ~~the management directors, presiding at all other meetings~~shareholder perspective and increases accountability. We maintain an active and broad-based shareholder outreach program, communicating with and seeking input from shareholders on issues of ~~the Board at which the Chairman was not present, serving as~~importance to them, including a ~~liaison between the Chairman~~variety of topics related to our corporate governance practices, executive compensation, ESG matters and ~~the independent directors and discussing with the Chairman all information sent to the Board, including meeting agendas.~~business strategy.

Following Mr. Bergman’s passing, the Board decided to separate the positions of interim CEO and interim Chairman and designated our lead independent director, Ross Chapin, who had served as our lead independent director since 2015, as our interim Chairman. The Board felt that separating the two positions at that time would allow the interim CEO to focus on the transition following Mr. Bergman’s passing while providing for a more engaged Board presence through an interim Chairman. Given the successful transition and effective management ofThroughout 2022, the Company ~~under~~conducted extensive engagement with investors, including proactively contacting the ~~interim CEO~~Company’s top institutional shareholders inviting them to dialogue with us and interim Chairman, the Board determined that separating the positions of CEO and Chairman at this time is the most appropriate leadership structure for the Company. Effective March 30, 2020, the Board appointed independent director James Fox as Chairman of the Board. The Chairman’s responsibilities include, among other things: presiding over all meetings of the Board and executive sessions of the independent directors; presiding over meetings of stockholders; serving as a liaison between management of the Company and the Board; and discussing with the CEO agendas for Board meetings and information to be provided to the Board. The other responsibilities of the Chairman are determined by the Board from time to time.

~~The Board’s Oversight of Risk~~

provide feedback on Envestnet’s policies and procedures relating to risk assessment and risk management are overseen by our Board. The Board takes an enterprise‑wide approach to risk management that is designed to support our business plans at a reasonable level of risk. A fundamental part of risk assessment and risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for our Company. The Board annually approves our business plan, giving consideration to risk management. The involvement of the Board in setting our business strategy is a key part of its assessment of management’s risk tolerance and also its determination of what constitutes an appropriate level of risk for our Company. Each committee of the Board oversees certain risks and the management of such risks. As described further below, however, the entire Board is regularly informed through committee reports and management presentations about such risks.

~~The Audit Committee of the Board reviews our~~corporate governance policies and practices, holding regular conversations with ~~respect~~investors and prospective investors, both after earnings and news releases and on an ongoing basis, and attending investor conferences, road shows and other industry events where we had opportunities to ~~risk assessment~~engage with current and ~~risk management~~potential investors.

These ongoing shareholder engagement efforts have allowed our Board to better understand shareholder perspectives and ~~discusses with management our major financial risk exposures~~hold productive and ~~the steps that have been taken to monitor~~informative discussions on a variety of topics, including corporate governance, environmental and ~~control such exposures.~~

~~The Compensation Committee assesses our~~human capital matters, executive compensation, ~~programs to ascertain any potential material risks that may be created by the compensation program.~~

In conducting this assessment, the Compensation Committee focuses on our incentive compensation programs in order to identify any general areas of risk or potential for unintended consequences that exist in the design of our compensation programs;financial performance and ~~to evaluate our incentive plans relative to our enterprise risks to identify potential areas of concern, if any.~~

The Compensation Committee considered the findings of this assessment of compensation policies and practices and determined that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall businesscompany strategy. The Company’s policies and practices are not structured to encourage executives to take unnecessary or excessive risks, and therefore do not create risks reasonably likely to have a material adverse effect on our Company.

~~The Nominating and Governance Committee manages risks associated with general corporate governance and succession planning.~~

~~potential risk related to our information technology systems, including cybersecurity risk, and reviews and assesses our information technology security framework.~~

~~Director Self-Evaluations~~

The Board and each committee of the Board conduct a formal annual self‑evaluation to assess the business skills, experience, and background represented on the Board and to determine whether the Board and its committees are functioning effectively. During the year, the Nominating and Governance Committee receives input on the Board’s performance from directors and discusses the input with the full Board and oversees the self-evaluation process. The self‑evaluation focuses on whether the Board is operating effectively and on areas in which the Board or management believes that the Board or any of its committees could improve. The self-evaluation may be in the form of written or oral questionnaires or interviews and may be conducted by a third party. Each year the Nominating and Governance Committee discusses and considers the appropriate approach and approves the form of the self-evaluation.

The results of the self-evaluation are reviewed by the Nominating and Governance Committee and summarized for the full Board. Any recommendations for improvement are reviewed by the full Board and appropriate plans are initiated by the Board to address such recommendations.

~~Director Nominations~~

In accordance with its charter, the Nominating and Governance Committee identifies potential nominees for directors from various sources. When reviewing candidate’s qualifications, the Nominating and Governance Committee considers the relevance of their experience and background as well as their independence, judgment, understanding of our business or other related industries and such other factors as the Nominating and Governance Committee determines are relevant in light of the needs of the Board and our Company. The Nominating and Governance Committee will select qualified candidates and review its recommendations with the Board, which will decide whether to nominate the person for election to the Board. Elections typically occur at our annual meeting but, upon the recommendation of the Nominating and Governance Committee, the Board may approve additions to the Board between annual meetings.

The Board believes that it is important that the Board members represent a diverse mix of viewpoints. The Nominating and Governance Committee works with the Board on an annual basis to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members in light of the needs of the Board, including the extent to which the current composition of the Board reflects a diverse mix of knowledge, experience, skills and backgrounds. The skills and backgrounds collectively represented on the Board should reflect the diverse nature of the business environment in which the Company operates. In evaluating the suitability of individual Board members, the Board and the Nominating and Governance Committee take into account numerous factors such as the individual’s general understanding of marketing, finance and other disciplines relevant to the success of a publicly traded company; performance as a member of the Board; understanding of the Company’s business; education and professional background, including current employment and other Board memberships; reputation for integrity; gender; race and any other factors they consider to be relevant. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best advance the success of the Company’s business, and represent shareholder interests through the exercise of sound judgment, using its diversity of experience. Any search firm engaged to assist the Board or the Nominating and Governance Committee in identifying candidates for appointment to the Board is specifically directed to include diverse candidates. In determining whether to recommend a director for re‑election, the Nominating and Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

In connection with its self‑evaluation described above under “Director Self-Evaluations,” the Nominating and Governance Committee assesses whether it effectively nominates candidates for director in accordance with the above described standards specified by the Company’s Corporate Governance Guidelines. See each nominee’s and director’s biography appearing later in this proxy statement for a description of the specific experiences that each such individual brings to our Board.

Shareholder Recommendations and Nominations of Director Candidates

The Nominating and Governance Committee will consider a shareholder’s recommendation for directors by following substantially the same process and applying substantially the same criteria as for candidates recommended by other sources, but the Nominating and Governance Committee has no obligation to recommend such candidates for nomination by the Board. To have a director recommendation evaluated by the Nominating and Governance Committee, a shareholder should provide timely notice of its recommendation with the biographical and background materials set forth in Section 5.2 of our by-laws related to director nominations. Shareholder recommendations for directors should be mailed to: Corporate Secretary, Envestnet, Inc., ~~35 East Wacker Drive,~~1000 Chesterbrook Boulevard, Suite ~~2400, Chicago, Illinois, 60601.~~250, Berwyn, Pennsylvania 19312. No person recommended by a shareholder will become a Company nominee for director and be included in athe Company’s proxy statement unless the Nominating and Governance Committee recommends, and the Board approves, such person.

If a shareholder desires to nominate a person for election as director at a shareholders’ meeting, that shareholder must comply with Section 5.2 of our ~~by‑laws,~~by-laws, which requires, among other things, notice not more than 120 days nor less than 90 days in advance of the anniversary of the date of the proxy statement provided in connection with the previous year’s annual meeting of shareholders. For more information, see the section entitled “Shareholder Proposals for ~~2021~~2024 Annual Meeting.”

Communicating with the Board

~~Related Party Transaction Policy and Procedures~~

Our Board ~~has adopted~~provides a process for shareholders, employees or other interested parties to send communications to our Board. Shareholders, employees or other interested parties wanting to contact the Board, the independent directors, the Chairperson of the Board, the Chair of any Board committee, or any other director may send written ~~Related Party transactions policy. This policy applies~~communications to ~~any transaction, arrangement~~the Board by email at corpsecy@envestnet.com or ~~relationship in which we (including any~~by mail c/o Corporate Secretary, 1000 Chesterbrook Boulevard, Suite 250, Berwyn, Pennsylvania 19312. Communication with the Board may be anonymous. The Secretary will forward all communications addressed to the Board, to the Chair of our subsidiaries) were, are, or will be a participant, the amount involved exceeds $120,000 annually and in which any director, officer, 5% or greater shareholder or certain other related parties or entities (each, a “Related Party”), has a direct or indirect material interest. We refer to these transactions as “Related Party Transactions.” Under the policy, the Audit Committee ~~considers all~~or the Chair of the ~~relevant facts~~Nominating and ~~circumstances in determining whether~~Governance Committee, who will then determine when it is appropriate to ~~approve a Related Party Transaction, including:~~

~~The benefits~~distribute such communications to usother members of the ~~proposed Related Party Transaction;~~Board or to management.

Cooperation Agreement with Impactive

On March 27, 2023, Envestnet entered into a cooperation agreement (the “Cooperation Agreement”) with Impactive Capital LP and Impactive Capital Master Fund LP (together with their respective affiliates, “Impactive”). Pursuant to the Cooperation Agreement, among other things, the Board appointed Ms. Taylor Wolfe and Ms. Lane as directors of the Company effective upon entry into the Cooperation Agreement, and also added Ms. Taylor Wolfe to the Audit Committee and Ms. Lane to the Nominating and Governance Committee. The ~~impact on~~Cooperation Agreement provides for certain director replacement rights, pursuant to which the Board and Impactive have

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CORPORATE GOVERNANCE AND BOARD MATTERS

agreed to cooperate to select a ~~director’s independence~~mutually acceptable independent replacement director (pursuant to the listing standards of the New York Stock Exchange) in the event ~~the Related Party is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder or executive officer;~~

~~The creation of an actual or apparent conflict of interest;~~

~~The availability of other sources for comparable products or services;~~

~~The terms of the proposed Related Party Transaction;~~

~~The Related Party’s interest in the transaction; and~~

~~The terms available~~Ms. Lane ceases to ~~unrelated third parties or to employees generally.~~

The Audit Committee will approve only those Related Party Transactions that are in, or are not inconsistent with, the best interests of our Company and our shareholders, as the Audit Committee determines in good faith.

~~The following types of transactions do not require approval or ratification under this policy:~~

~~Transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding $120,000;~~

~~Transactions in which the Related Party’s interest derives solely from his or her service~~serve as a director prior to Envestnet’s 2024 Annual Meeting. Impactive has agreed to abide by certain voting commitments and standstill restrictions, and the Board has agreed to put forth for shareholder consideration a customary proposal to declassify the Board at Envestnet’s 2024 Annual Meeting. The Cooperation Agreement also contains customary mutual non-disparagement provisions. Subject to certain exceptions set forth in the Cooperation Agreement, the Cooperation Agreement will remain effective until the later of ~~another corporation or organization that~~Envestnet’s 2024 Annual Meeting and 60 days after the date on which Ms. Taylor Wolfe is no longer a ~~party to the transaction;~~

~~Transactions in which the Related Party’s interest derives solely from his or her ownership of less than 10%~~member of the ~~equity interest~~Board. A summary of the Cooperation Agreement was included in ~~another person (other than~~ a ~~general partnership interest) which is a party to the transaction;~~

Transactions in which the Related Party’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not‑for‑profit organization or charity that receives donations from us;

~~Compensation arrangements of any executive officer (other than an individual who is an immediate family member of a Related Party) that have been approved~~Form 8-K filed by the ~~Compensation Committee of our Board~~Company with the SEC on March 28, 2023, and the full Cooperation Agreement was filed as an exhibit to that ~~are reported in our annual meeting proxy statement or would be reported if the executive officer were a named executive officer; and~~filing.

~~Director compensation arrangements that have been approved by our Board and that are reported in our annual meeting proxy statement.~~

~~Related Party Transactions~~

~~Since January 1, 2019, we have had no Related Party Transactions.~~

Indemnification of Directors and Executive Officers

We have entered into agreements to indemnify our directors and certain of our officers in addition to the right to indemnification provided to such persons in our certificate of incorporation and ~~by‑laws.~~by-laws. These agreements will, among other things, require us to indemnify these individuals to the fullest extent permitted under Delaware law, including for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in our right, on account of services by any such person as a director or officer of our Company or as a director or officer of any of our subsidiaries, or as a director or officer of any other company or enterprise if any such person serves in such capacity at our request. We also intend to enter into indemnification agreements with our future directors and executive officers.

Director Compensation

~~Delinquent Section 16(a) Reports~~

Our ~~executive officers~~Board believes that compensation paid to non-employee directors should be competitive with our peers, align the long-term interests of our directors with those of our shareholders and ~~directors are subject~~enable us to attract and retain individuals of the highest quality and expertise to serve on our Board. The Compensation Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the ~~reporting requirements of Section 16 of~~full Board with respect to the ~~Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Except as disclosed in the next sentence, we believe that all~~compensation of our ~~executive officers~~independent directors annually. The Board evaluates these recommendations and ~~directors complied with all filing requirements imposed by Section 16(a)~~makes a final determination on the compensation of ~~the Exchange Act on a timely basis during~~our directors.

For fiscal year ~~2019. Due to an administrative error, (1) Messrs. Arora, Grinis, Mayer and Thomas and Ms. O’Brien were each late in filing a Form 4 to report~~2022, our ~~withholding of shares of common stock to satisfy their tax withholding obligations~~

in connection with a vesting of restricted stock units and (2) Mr. Arora was late in filing an additional Form 4 to report the forfeiture of restricted stock units in connection with his stepping down as our Vice Chairman and Chief Executive of Envestnet | Yodlee.

~~DIRECTOR COMPENSATION~~

~~Our~~ non-employee directors ~~receive~~received an annual retainer of ~~$190,000.~~$215,000. Directors ~~receive~~received $50,000 of the annual retainer in cash and the remaining ~~$140,000~~$165,000 in restricted stock units. The ~~Chairperson~~non-employee members of ~~our Audit Committee receives an~~the Board are also entitled to the following additional annual ~~retainer~~retainers: $90,000 for the Chair of ~~$25,000. The Chairpersons of our other committees receive an additional annual retainer of $20,000. The former lead independent director received an additional annual retainer of~~the Board; $30,000 for ~~his service as lead independent director in 2019. All non-Chairperson~~the Lead Director, if applicable; $25,000 for the Chair of the Audit Committee; $20,000 for the Chairs of the other committees; and $10,000 for all non-Chair committee members ~~receive an additional annual retainer of $10,000~~ for each committee on which they serve. In addition to the retainer amounts, each non-employee director is entitled to receive a fee of $1,000 for telephonic attendance or $5,000 for in-person attendance for each Board and standing committee meeting attended that exceeds the number of meetings contemplated in the annual retainer (“additional meeting fees”). Any such additional annual retainer amounts and additional meeting fees paid to a director for serving on a committee as a ~~Chairperson~~Chair or as a member are paid 25% in cash and 75% in restricted stock units. All non-employee directors receive an initial equity grant of $100,000 of restricted stock units upon joining the Board, which fully vest on the first anniversary of the grant date.

Anil Arora stepped down as Vice Chairman of Envestnet and Chief Executive of Envestnet | Yodlee effective March 1, 2019 and continues to serve as a director on our Board. Mr. Arora became entitled to compensation as a non-employee director beginning April 1, 2020.

Cash amounts paid to directors are paid quarterly with respect to the pro rata portion of fees earned during that quarter. Equity amounts paid to directors are granted once a year no later than March 31st for the amounts earned during the previous ~~year. With respect to equity awards granted in 2019, restricted stock units~~year and fully vest on the first anniversary of the grant.

~~In addition, all directors who join the Board receive an initial equity grant of $100,000 of restricted stock units.~~

All equity grants to our ~~non‑employee~~non-employee directors are made pursuant to ~~our~~the Envestnet, Inc. 2010 ~~Long‑Term~~Long-Term Incentive ~~Plan.~~

Plan (“2010 Long-Term Incentive Plan”). We also reimburse all of our directors for their reasonable expenses incurred in attending meetings of our Board or committees.

Minimum Stock Ownership Guidelines ~~- Non-employee Directors~~

To align the interests of the non-employee members of our Board with the long-term interests of our shareholders, all non-employee directors must maintain an ownership level in our common stock equal to or greater than $300,000. Unvested RSUs and vested stock options held by directors count toward meeting required ownership levels. Directors have four years from the date that they become directors to come into compliance with the ownership guidelines. As of the record date, all of our non-employee directors are in compliance with our stock ownership guidelines.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Director Compensation Table

The following table sets forth the compensation paid to our non-employee directors ~~except~~in 2022. Mr. ~~Arora, in 2019. Mr. Arora was an NEO~~Crager, our CEO, receives no additional compensation for ~~2019~~his service as a director.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Luis Aguilar		60,000		195,000		255,000
Ross Chapin		63,250		204,750		268,000
Gayle Crowell		62,250		201,750		264,000
James Fox		88,750		281,250		370,000
Valerie Mosley		57,250		186,750		244,000
Gregory Smith		67,500		217,500		285,000

(1)

Represents the aggregate cash portion of annual retainers, Board Chair retainer, committee Chair retainers, member committee fees and ~~his 2019 compensation is presented in the summary compensation tables included elsewhere in this proxy statement.~~ additional meeting fees, as applicable.

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
(2)

*Restricted stock unit awards were granted on ~~March 4, 2019~~February 28, 2023, with a fair market value of ~~$61.40.~~$62.51 per share. The amounts reported represent the aggregate grant date fair value during the fiscal year, as calculated under the Financial Accounting Standards Board’s Accounting Codification Topic 718 (“ASC 718”). Under ASC 718, the grant date fair value is calculated using the closing market price of our common stock on the date of grant, which is then recognized, subject to market value changes, over the requisite service period of the award.

Outstanding ~~Unvested~~Equity Awards

As of December 31, ~~2019,~~2022, the following ~~unvested~~equity awards were outstanding for each non-employee director ~~except Mr. Arora whose outstanding unvested awards~~in 2022:

Luis Aguilar	1,745	Options
	2,252	Restricted Stock Units
Ross Chapin	23,192	Options
	2,312	Restricted Stock Units
Gayle Crowell	1,745	Options
	2,352	Restricted Stock Units
James Fox	8,082	Options
	3,275	Restricted Stock Units
Valerie Mosley	—	Options
	2,152	Restricted Stock Units
Gregory Smith	8,038	Options
	2,573	Restricted Stock Units

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Environmental, Social and Governance

Overview

Envestnet is committed to integrating environmental, social and governance factors into our actions to help create long-term value for our shareholders, employees and the communities in which we operate. Envestnet is also committed to offering sustainable investment products and promoting tools for financial wellness that are ~~set forth~~accessible and inclusive. We believe in being a positive economic force, a responsible citizen in our communities and a mindful steward of the resources we consume. These principles are grounded in a single ultimate aspiration that guides us and inspires us to move forward: making financial wellness a reality for everyone and building a company that strengthens the communities we serve for generations to come.

Additional information on our environmental and social responsibility practices appears on our website. Information contained on the website is not incorporated by reference into this proxy statement or any other report we file with the SEC. Additional information on our engagement with shareholders appears below under the section “Executive Compensation Design—Shareholder Engagement.”

Commitment to the Environment

Envestnet recognizes that a healthy, sustainable future requires environmental stewardship, and is committed to being mindful of the resources we consume. Envestnet operates in a relatively low-carbon industry and recognizes that our most significant opportunity to reduce environmental impact is through our office locations. In 2022, we made further progress toward our long-range plan to reduce the Company’s energy usage and carbon emissions by allowing most of our workforce to work remotely, supporting flexible work schedules and reducing our real estate footprint by 30%. We encourage our employees to respect the environment. To reinforce this message, we promote waste reduction and recycling efforts. We continue to explore ways to further improve operational effectiveness and decrease our energy usage and carbon emissions.

Social and Human Rights Statement

Envestnet conducts our business in a responsible manner for our communities, our employees, our advisors and their clients. The Company endeavors to support the basic rights of all individuals, observe fair and ethical labor practices and provide meaningful opportunities for development for our employees, promote giving back to the communities where we live and work and offer access to responsible investing.

Developing the Future of Financial Wellness

Envestnet is committed to developing financial literacy and an understanding of the financial services industry through various initiatives and partnerships, including the Envestnet Institute on Campus, Envestnet | MoneyGuide University Program, the Envestnet Scholarship Program (through EIOC) and Envestnet Education Initiative with EVERFI.

The Envestnet Institute on Campus

EIOC is a program for university students designed to bridge the gap between academic knowledge and the application of this knowledge in the Wealth and Asset Management industries. Many of our employees have graduated from this key Learning and Development program. As of December 2022, the curriculum is offered at 52 schools, including Historically Black Colleges and Universities such as Delaware State University. The program includes mentoring, job placement, and financial education initiatives. Over 6,700 students have completed the program, averaging an approximate 72% completion rate. More than 2,400 women and over 2,000 students of color have completed the program. EIOC continues to support job and internship placements through its résumé database, which contains over 3,500 résumés for employers seeking workforce-ready employees for internships and entry-level positions.

Envestnet | MoneyGuide University Program

In addition, through the Company’s Envestnet | MoneyGuide University Program, we partner with over 100 universities and colleges to incorporate technology into their financial planning programs by providing free access

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE

to MoneyGuide’s software platform. In 2022, over 5,000 students used this financial planning software to gain practical experience and hands-on practice.

The Envestnet Scholarship Program (through EIOC)

Envestnet has partnered with the Center for Financial Planning (“CFP”) on this endeavor as part of its Envestnet Institute on Campus program. Scholarships are offered to qualified individuals seeking to complete a CFP Board-Registered Certificate Program, which then qualifies the student to sit for the CFP® certification exam. Scholarships are offered to qualified individuals who can demonstrate financial need and are from underrepresented populations within the financial planning profession and academia. In 2022, the Envestnet Scholarship issued 21 new scholarship awards totaling over $125,000.

Envestnet Education Initiative with EVERFI

Envestnet supports EVERFI, Inc., whose mission is to leverage scalable technology to build innovative, impactful education networks that empower people and transform communities. Envestnet supports EVERFI’s efforts to help teachers, schools, and districts bring real-world skills to students. This partnership supports students ranging from 3rd to 12th grade at no cost to individual schools or school districts in states with principal Envestnet office locations. In the 2021-2022 school year, Envestnet’s grant brought financial education curricula to 26 schools, reaching over 1,000 students with over 900 hours of learning. Envestnet expanded its sponsorship to include seven additional schools, all located in the Greater Raleigh, North Carolina area, in the 2022-2023 school year.

Foundation for Financial Planning

Envestnet partners with the Foundation for Financial Planning (“FFP”) to help make financial wellness possible for everyone. FFP is the nation’s leading charity dedicated to advancing pro bono financial planning for at-risk populations including active military members, wounded veterans, people with serious medical diagnoses, seniors and family caregivers, low-income individuals, domestic violence survivors and many more. With the help of Envestnet and other donors, FFP has reached approximately 84,000 people in need through workshops, webinars and one-on-one financial planning sessions.

Responsible Investing

Providing access to sustainable investment products and services is an important component of our financial wellness ecosystem, and a key element in building intelligent financial lives. Envestnet is committed to building an end-to-end sustainable investing solution set, with tools embedded into advisor workflows, empowering them to more comprehensively view alignment of client portfolios with sustainable investment preferences. We offer a wide range of capabilities, including portfolio analytics, investment solutions, manager research, overlay technology, reporting, education and thought leadership.

Envestnet is a signatory to the United Nations Principles for Responsible Investment (“PRI”), further demonstrating our dedication to responsible investing. The PRI works to create more sustainable capital markets by encouraging responsible investment practices through incorporation of ESG factors into decision-making and operations. We believe that adoption of the PRI principles as a framework for our consideration of ESG factors, where consistent with our fiduciary responsibilities, will improve our ability to meet commitments to beneficiaries as well as better align our investment activities with the broader interests of society.

Supporting Our Communities

Envestnet is committed to strengthening our communities and empowering employees to make a positive impact. Envestnet fosters community engagement by encouraging employee support through both charitable and volunteer activities. Our charitable focus embraces education, financial literacy and helping those in need in the communities where we work and live. We achieve these goals through dedication to our Envestnet Cares initiative, multiyear partnerships through our Signature Impact initiatives, annual giving to organizations highlighted by employees and multiplying the generosity of employees through a donation matching program. In 2022, Envestnet donated approximately $1.3 million to over 550 organizations.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Envestnet Cares

The Envestnet Cares program empowers our employees to engage in their local communities with paid time off for volunteer activities, charitable donation matching, and partnerships with several non-profit organizations. U.S. employees receive a match up to $3,000 annually as well as increased match and limits for special match campaigns. In 2022, Envestnet matched employee charitable gifts to approximately 500 organizations. Envestnet made charitable contributions to over 40 other organizations that are important to our employees and the communities in which they live. In 2022, our employees received three paid volunteer days for use when volunteering for a non-profit organization of their choice during the workweek, or as part of a Company-organized volunteering event. As part of this program, Envestnet employees volunteered a total of over 4,500 hours.

Signature Impact

Signature Impact initiatives are focused on fostering long-term partnerships with charitable organizations in the communities where we do business. Long-term commitments provide a more predictable source of funding for our charitable partners. By focusing our charitable giving we can have a more meaningful and lasting impact on charities that support education, financial literacy, and people in need. In addition to our relationships with CFP, FFP and EVERFI, we have relationships with the several other organizations helping our communities. Our additional Signature Impact Partners include Project HOME, The Southern Poverty Law Center, Americares, Opportunity International and Water.org.

Project HOME’s mission is to empower adults, children and families to break the cycle of homelessness and poverty, to alleviate the underlying causes of poverty, and to enable all of us to attain our fullest potential as individuals and as members of the broader society.

The Southern Poverty Law Center is a catalyst for racial justice in the South and beyond, working in partnership with communities to dismantle white supremacy, strengthen intersectional movements, and advance the human rights of all people.

Americares is a health-focused relief and development organization that saves lives and improves health for people affected by poverty or disaster. Each year, Americares reaches 85 countries on average, including the United States, with life-changing health programs, medicine, medical supplies and emergency aid. Americares is one of the world’s leading nonprofit providers of donated medicine and medical supplies.

By providing financial solutions and training, Opportunity International empowers people living in poverty to transform their lives, their children’s futures, and their communities. Their vision is a world in which all people have the opportunity to achieve a life free from poverty, with dignity and purpose.

Water.org is an international nonprofit organization that has positively transformed more than 51 million lives around the world with access to safe water and sanitation through affordable financing. Founded by Gary White and Matt Damon, they have been pioneering market-driven financial solutions to the global water crisis for 30 years, giving women hope, children health, and families a future.

Supporting Our Employees

At Envestnet, we understand that developing and supporting our employees, promoting inclusion and diversity and fostering a work environment in which all individuals are treated with respect and dignity are critical to our mission. In order to attract and retain top talent, Envestnet provides competitive base pay and recognizes exceptional work in many ways, including rewards such as annual bonus consideration and long-term equity incentive grants.

We offer a comprehensive suite of benefits designed to support the professional and personal well-being of our employees. Envestnet’s programs and benefits include, among others, health, dental and vision insurance, life insurance, medical and dependent care flexible spending account, short- and long-term disability, accidental death and dismemberment insurance, a 401(k) plan with company matching, student debt repayment, college scholarship plans for employees’ children, adoption assistance, a parental stipend for parents with children under age six, discount programs, paid time off (including volunteer days and parental leave for the birth or adoption of a child), military leave with pay differential, pet benefits, a Wellness Program and an Employee Assistance Program.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Envestnet further demonstrates our commitment to supporting and developing our employees through learning and development opportunities to help employees perform at their best and enjoy fulfilling careers, including online training courses, tuition and certification reimbursements, and mentorship programs.

Promoting Diversity and Inclusion

At Envestnet, we believe fostering a diverse, inclusive, and accessible organization makes us more successful and is inherent to the way we do business every day. A diverse and inclusive environment encourages innovation, creativity, and productivity, and results in better products, services and outcomes for our clients. We are committed to hiring, developing, and retaining employees irrespective of their race, ethnicity, gender identity or expression, sexual orientation, background, or location.

We nurture and promote our vision for diversity, inclusion and equity through a variety of programs internal to Envestnet as well as leveraging external knowledge and resources to achieve the best outcomes possible for our employees, including through the following activities:

■

To create the foundation for the culture we want, our Employee Resource Groups (“ERG”) offer a safe space for employees to relate to each other, hear other perspectives and gain insights into solutions and opportunities.

■

Envestnet Bridges, which was our first employee resource group, continues to offer monthly conversations on topical issues regarding race and individualism, ongoing educational resources and training on inclusive topics such as “Allyship, Understanding Language, and Racism: Why Your Story Matters.”

■

In 2019, ~~Outstanding~~Envestnet launched Women’s Initiative Network (WIN) to better understand how we can use our internal strengths and experiences to help women develop to their fullest potential. While our commitment to diversity and inclusion has not changed, we have updated our mission to expand how we think about all women and to support their journey through the workplace and life. To support this purpose, Envestnet announced an expanded organization—Harbor. Harbor aims to support all women in challenging stereotypes, tackling the advancement ceiling, and navigating the path to their futures.

■

Envestnet’s Diversity, Equity ~~Awards~~and Inclusion Executive Council, which is comprised of senior leaders who actively guide and champion DEI initiatives across four pillars—training, workforce diversity, professional development, and community impact, meets monthly to talk through challenges and opportunities.

■

Envestnet’s IDEAS Council is an employee-led counsel that is a forum for our ERG efforts, providing guidance, perspective and continuity to better promote a welcoming environment focused on workplace diversity and inclusion.

■

In order to ensure that our employees have the training and development necessary to our culture and commitment to DEI, every employee must participate in a half-day live DEI training, as well as a broader learning path on LinkedIn Learning. This training is available to all Envestnet employees with courses ranging from Unconscious Bias and Privilege to Dealing with Internalized Microaggression.

■

As part of our work to provide our employees with the support needed, we created and provided a Gender Transitioning & Gender Affirmation in the Workplace guide that is part of our internal Employee Handbook, helping to create a respectful workplace for all members of our community, including those of all gender identities and expressions.

■

Our approach to development includes a number of internal programs which leverage peer-coaching and support—most recently our Global Mentoring Program paired women in India and the U.S. to further develop leadership skills and strengthen internal connections.

■

We have supported the Black Wharton Undergraduate Association at ~~Fiscal Year-End table~~the University of Pennsylvania as a Silver Donor.

■

We have continued our partnership with the Greenwood Project, which connects Black and Latinx students to internships within the financial services industry.

■

We have partnered with the University of Delaware Women’s Leadership to launch two successful virtual cohorts in 2021 to help female students advance in their leadership journey; this work continued into 2022.

28 ENVESTNET | PROXY STATEMENT

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

■

We continue to focus on the importance of a diverse candidate pool that offers a variety of skills and abilities for our organization. All Envestnet recruiters are Certified Diversity Recruiters (“CDR”) which ensures we use effective diversity and inclusion talent acquisition practices. When using external recruiting resources in 2022, we added diverse national partners and educational institutions.

■

The Envestnet Delegates Program (“EDP”) focuses on finding high performing/high potential employees and providing these individuals with development opportunities and increased access to leaders, information, and training. The EDP participants are our next generation leaders, and this is one way Envestnet continues to promote and support our diverse employees in their career progression.

■

Envestnet became the inaugural ambassador for Money Management Institute, an organization with a mission to prepare underrepresented talent for the FinTech industry.

Promoting Strong Corporate Governance

Envestnet is committed to the long-term success of our business, as well as our shareholders, customers and employees, through strong corporate governance and ethical business practices. Every Envestnet employee is expected to embody our values at every level of the organization. One of the ways we create an organization that is respectful, ethical and accountable is through our Code of Business Conduct and Ethics (“Code of Conduct”) and related Whistleblower Policy.

Code of Business Conduct and Ethics

The Code of Conduct is applicable to all directors, officers and employees, and serves as an ethical compass and sets forth basic principles to guide day-to-day activities. The Code of Conduct 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 the Foreign Corrupt Practices Act of 1977, and reporting illegal or unethical behavior. The Code of Conduct also sets forth Envestnet’s firm commitment to equal opportunity and treatment for employees in all aspects of employment, a work environment in which all individuals are treated with respect and dignity and intolerance of discrimination or harassment of any kind. Our commitment to diversity, equity and inclusion reflects an understanding and acceptance of diverse points of view, abilities, backgrounds and experiences. This commitment applies to every aspect of our business, and we firmly stand against discrimination and harassment of any type without regard to race, color, religion, age, national origin, disability status, genetics, protected veteran status, sexual orientation, gender identity or expression, or any other characteristic protected by federal, state, or local laws. The Board reviews the Code of Conduct on an annual basis and makes changes as appropriate.

Whistleblower Policy

Our employees, officers, directors and temporary/contract employees have an obligation to report any conduct that may be unethical, illegal or otherwise inconsistent with the Code of Conduct. The Code of Conduct sets forth one method for confidentially and anonymously reporting concerns about conduct that may be illegal, unethical or otherwise inconsistent with the Code of Conduct, including regarding accounting, internal accounting control or auditing matters involving the Company. The Company handles such reports pursuant to the procedures outlined in its formal Whistleblower Policy. The Company will not retaliate against any employee, officer or director who makes a good faith report or assists in the investigation of a report. Envestnet communicates the Whistleblower Policy to employees in a number of ways, including in its annual employee training. The Board reviews the Whistleblower Policy on an annual basis and makes changes as appropriate.

For more information on our corporate governance practices at the Board level, please see the section herein entitled “Corporate Governance and Board Matters—Our Corporate Governance Framework.”

ENVESTNET | PROXY STATEMENT 29

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides information about our performance, compensation framework, compensation decisions and associated governance for our Named Executive Officers (NEOs) in 2022. Our current NEOs are as follows:


	William Crager Chief Executive Officer			Peter D’Arrigo Chief Financial Officer			Shelly O’Brien Chief Legal Officer, General Counsel and Corporate Secretary

Stuart DePina, who served as President and was terminated without cause in connection with a reorganization effective June 30, 2022, is included ~~elsewhere~~as an NEO for 2022 pursuant to applicable SEC rules.

Table of Contents

	Executive Summary
	Key Highlights \| Pay and Performance Alignment \| What We Do and Don’t Do \| Looking Ahead					32
	Compensation Design
	Guiding Principles \| Compensation Framework \| Use of Market Data \| Shareholder Engagement					35
	2022 Compensation Decisions
	2022 Incentive Compensation Overview \| Base Salary \| Annual Incentive Program \| Annual Equity Incentive Awards \| Settlement of the 2019 PSUs \| Mr. DePina Separation \| Benefits and Perquisites					38
	Compensation Governance
	Role of the Compensation Committee \| Role of Advisors \| Stock Ownership Guidelines \| Clawback Policy \| Tax Considerations					43
	Compensation Committee Report					46

30 ENVESTNET | PROXY STATEMENT

EXECUTIVE COMPENSATION

Current NEO Compensation at a Glance
The following table summarizes the Compensation Committee’s determinations in respect of NEOs’ 2022 annual compensation, as well as the comparative values for 2021. Reflecting our commitment to performance-based compensation, the 2022 annual compensation average individual decrease was 33.5% from the prior year due to below target achievements under our incentive plans. The table below is different from the SEC required Summary Compensation Table (“SCT”) and reflects how Envestnet manages executive compensation, with equity award values determined with reference to prior year performance. Compensation values are presented in thousands of dollars.
Current NEOs(1)	Year	Total Annual Compensation	Salary(2)	Annual Cash Incentive(3)	Equity Incentive(4)
William Crager Chief Executive Officer	2022	4,383	646	382	3,355
William Crager Chief Executive Officer	2021	6,880	600	780	5,500
Peter D’Arrigo Chief Financial Officer	2022	1,941	446	275	1,220
Peter D’Arrigo Chief Financial Officer	2021	2,945	405	540	2,000
Shelly O’Brien Chief Legal Officer, General Counsel and Corporate Secretary	2022	979	374	147	458
	2021	1,403	365	288	750

Notes. (1) Mr. DePina is excluded from the table given his separation during the year. (2) Salary as paid during the year as reported in the SCT for the relevant year. (3) The cash incentive paid under the Annual Incentive Program (“AIP”) in respect of performance during the relevant year, as reported in the SCT. (4) The approved equity incentive award value based on prior year performance, granted in Q1 following the conclusion of the relevant year. Values differ from the SCT which captures grant date fair values in the year in which the award was made.

ENVESTNET | PROXY STATEMENT 31

EXECUTIVE COMPENSATION

Executive Summary

Key Highlights

■

Grew our share of the addressable market. Over 250 new clients were signed in 2022, connecting them to the power of the Envestnet ecosystem, with 5% growth in the total accounts on our platform to 18.3 million. Net asset flows in AUM/A totaled $57.3 billion.

■

Reduced annual compensation in alignment with Company financial performance. Despite notable strategic and operational achievements, Company financial performance was below the challenging targets reflected in our incentive framework. As a result, the 2022 annual NEO compensation average individual decrease was 33.5% from the prior year due to below target achievements under our incentive plans.

■

Secured high say-on-pay support and maintained dialogue with our shareholders. Over 98% of votes were cast in support of our 2022 advisory vote on executive compensation, demonstrating high levels of sustained support for our framework and outcomes. During the year we continued to engage with shareholders to understand any perspectives they wished to share on executive compensation, and other topics more broadly. Overall, in discussions stemming from our general shareholder outreach, shareholders did not raise any notable concerns.

■

Reviewed and refined our executive compensation program for 2023. To ensure the executive compensation framework continues to align with our stated strategic priorities and in order to address minority concerns about measure overlap across our short- and long-term incentive programs, the Compensation Committee approved modest changes to the incentive measures for 2023.

Pay and Performance Alignment

Envestnet delivered solid results in 2022, despite a challenging economic environment and market headwinds, outperforming the industry in capturing net flows and market share. In 2021, the Company initiated an intentional investment plan focused on unlocking future value on an accelerated basis for our shareholders, accepting that this ~~proxy statement:~~would impact short-term results and in particular near-term profitability. The impact of these investments was evident in the many strategic achievements summarized below, including:

■

$132 billion in total platform net flows;

■

$57 billion in net flows from AUM/A which equates to 7% organic growth;

■

$32 billion of AUM net flows which equates to 9% organic growth; and

■

5% growth in the platform accounts served to more than 18 million.

Across our key financial metrics on a full-year basis Envestnet delivered growth in Adjusted Revenue, with decreases in both Adjusted EBITDA and Adjusted Net Income per share reflecting both market conditions and our planned Investments.

While our financial performance fell below the target goals established under our incentive plans, there were many notable strategic accomplishments that reflect the strength of our overall performance in 2022.

32 ENVESTNET | PROXY STATEMENT

EXECUTIVE COMPENSATION

	Captured more of the addressable market		■ Achieved net asset flows in AUM/A of $57.3 billion, primarily from growth with existing advisors ■ AUM accounted for 56% of AUM/A net flows ■ Increased accounts on our platform by 5% to 18.3 million ■ Increased AUM/A accounts per advisor by 9.4% to over 70 accounts per advisor ■ Increased advisors and accounts utilizing our overlay services by 26% and 33%, respectively ■ Expanded advisors and accounts using our direct indexing capabilities by 48% and 30%, respectively
	Modernized our digital engagement with customers		■ Launched our Next Generation Proposal tool and enabled it at over 87% of client firms ■ Grew financial planning through open application programming interfaces (“APIs”) and MyBlocks™ ■ Increased new financial advisors leveraging MyBlocks™ by over 41% ■ Advanced our digital connectivity to our clients by increasing insights delivered per day by 82% to over 20 million
~~Luis Aguilar~~	~~146~~Strengthened our ecosystem with new offerings	~~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~~

~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~

~~General~~

Our Board is divided into three classes with the terms of office of each class ending in successive years. Our by‑laws provide for a minimum of 5 and a maximum of 11 directors and empower our Board to fix the exact number of directors and appoint persons to fill any vacancies on the Board until the next annual meeting.

Following the recommendation of the Nominating and Governance Committee, our Board has nominated William Crager to serve a two-year term to expire at the annual meeting in 2022 and Luis Aguilar, Ross Chapin, and James Fox to each serve a three-year term to expire at the annual meeting in 2023 or, in each case, until his successor is duly elected and qualified or until his earlier resignation, removal, death or incapacity. Each nominee is currently serving as a director of Envestnet.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE AS A DIRECTOR OF ENVESTNET.~~

If any director nominee is unable to serve, the individuals named as proxy may vote for another nominee proposed by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why any nominee may be unable to serve as a director. If any director resigns, dies, or is otherwise unable to serve out his or her term, or the Board increases the number of directors, the Board may fill the vacancy until the next annual meeting of shareholders.

Set forth below is information with respect to the nominees for election as directors and the other directors whose terms of office as directors will continue after the Annual Meeting. There are no arrangements or understandings between any director and any other person pursuant to which any director was or is selected as a director or nominee.

~~Nominee for election for a term expiring in 2022 (Class III)~~

■



~~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 affiliatedEntered into a partnership with ~~Nuveen Investments. Mr. Crager received an MA from Boston University and~~FNZ, 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.

~~Nominees for election for a term expiring in 2023 (Class II)~~



~~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 all legal and compliance matters regarding Invesco Institutional. While at Invesco, 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. 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~~global platform 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 of office will continue after this meeting~~



~~Directors whose terms expire in 2021 (Class I)~~
~~Valerie Mosley~~	Ms. Mosley, age 60, has served as a 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.~~sector, which will provide a fully digital, end-to-end custody offering to our clients and open an international distribution channel for the Wealth Data Platform ■ Launched the API Developer Portal, which is integrated with Envestnet’s API Management System, providing on-demand documentation for APIs, single sign-on and data extracts across the enterprise ■ Successfully completed multiple acquisitions that expand our capabilities and addressable market
	Improved internal automation and efficiencies	■ Successfully reduced expenses by an estimated $10 million to $13 million on a go forward basis by outsourcing certain Data & Analytics back-office operations ■ Reduced real estate footprint by 30% ■ Processed 220 million trade orders, a record high and representing a 31% increase on 2021

In aggregate these achievements were reflected in our compensation decisions and outcomes in respect of 2022:

Annual incentives were
earned at
49% – 51% of target

PSUs that concluded their
performance period on
December 31, 2022
vested at 34% of target

Equity award values for 2022,
reflecting grants made in the first
quarter of 2023, were reduced by
an average of 39% compared to
2021 equity award values

ENVESTNET | PROXY STATEMENT 33

EXECUTIVE COMPENSATION

Further details on the goals and achievements are provided in the section “—2022 Compensation Decisions” starting on page 38.

What We Do and Don’t Do

Envestnet is committed to responsible executive compensation practices that reflect recognized high corporate governance standards. A summary of our notable practices is provided below.

	What We Do		What We Don’t Do
~~Charles Roame~~	~~Mr. Roame, age 54, has served as~~ ■ Pay for performance by basing a ~~member~~substantial part of ~~our Board since 2011~~NEO compensation on Company 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 Engines (and the related affiliates of Hellman & Friedman, which ownindividual performance ■ Deliver the majority of Edelman Financial Engines), as a board member of FacetWealth and as a trustee for the SA Funds where he chairs the Nominating & Governance Committee and serves on the Audit 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 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 an undergraduate degree from Michigan State University.

	~~Mr. Roame’s qualifications to serve on our Board include his experience as an advisor~~NEOs’ pay in the ~~wealth management and fintech industry, including~~form of equity-based compensation, with half in the ~~area~~form of ~~corporate strategy.~~
PSUs ■ Require meaningful stock ownership ■ Maintain a robust Clawback Policy applicable to cash and equity-based incentives ■ Retain an independent compensation consultant ■ Conduct ongoing shareholder engagement ■ Conduct an annual say-on-pay advisory vote
~~Gregory Smith~~	~~Mr. Smith, age 56, has served as~~	■ No single-trigger vesting of equity awards following a ~~member~~change in-control ■ No excise-tax “gross-ups” ■ No excessive perquisites ■ No nonqualified or supplemental retirement plans ■ No option repricing without prior shareholder approval ■ No hedging of our Board since 2015. Mr. Smith currently is an Executive‑in‑Residence and Lecturer at the University of Wisconsin‑Milwaukee’s Lubar School of 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 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 an undergraduate degree, and The University of Chicago where he received an MBA. More recently, he has been recognized as a Board Leadership FellowCompany’s securities by ~~the National Association of Corporate Directors.~~
employees
	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.



~~Directors whose terms expire in 2022 (Class III)~~
~~Anil Arora~~	Mr. Arora, age 59, has served as a member of our Board since November 2015. He served as Vice Chairman of our Company, and Chief Executive of Envestnet \| Yodlee from November 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, Gateway Internet and prior to that as 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, 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 a MBA from the University of Michigan and 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 69, has served as a member of our Board since March 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, and as lead independent director of Yodlee, Inc. between March 2014 and November 2015. Ms. Crowell served as an operational business consultant for Warburg Pincus LLC, a private equity firm, from June 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 boards of directors of Pliant Therapeutics, a biotechnology company developing therapies for fibrotic diseases and Hercules Capital, a specialty finance company. Ms. Crowell received 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 in the technology industry.~~

~~SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS~~

~~Security Ownership of Management~~

The following table sets forth, as of March 16, 2020, the beneficial ownership of our common stock by our current directors, our Named Executive Officers (as defined in “Executive Compensation - Compensation Discussion and Analysis”) and our directors and executive officers as a group. Unless otherwise indicated, the named individual has sole voting and investment power over the common stock under the column “Shares Held.”

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 %

*Denotes beneficial ownership of less than one percent. Beneficial ownership percentages are based on 53,195,798~~shares of our common stock outstanding as of March 16, 2020.~~


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


~~(2)~~	~~Mr. Bergman passed away before March 16, 2020, the determination date for this table.~~


~~(3)~~	~~Includes 100 shares indirectly held by Mr. Crager’s wife.~~


~~(4)~~	~~Includes 100,000 shares held as security in a margin account.~~


~~(5)~~	~~Includes 272 shares held by two trusts in which Mr. Arora is a trustee.~~


~~(6)~~	~~Includes 13,038 shares held by a trust in which Mr. Roame is the trustee.~~


~~(7)~~	~~Includes 3,852 shares held by a trust in which Ms. Crowell is a trustee and beneficial owner.~~

Looking Ahead

~~Security Ownership of Certain Beneficial Owners~~

~~The following table sets forth, as of March 16, 2020, all persons we know to be direct or indirect owners of more than 5% of our common stock based on reports filed with~~To ensure the ~~SEC by each of the firms listed in the table below.~~

Name and Address of Beneficial Owner
Number of
Shares
Beneficially
Owned

Percent of
Class
BlackRock Inc. (1) 6,114,301
11.5 %
55 East 52nd Street
New York, NY 10055
The Vanguard Group (2) 4,728,634
8.9 %
100 Vanguard Blvd.
Malvern, PA 19355
Janus Henderson Group PLC (3) 3,777,457
7.1 %
201 Bishopsgate
EC2M 3AE, United Kingdom
Wells Fargo & Company (4) 3,580,362
6.7 %
420 Montgomery Street
San Francisco, CA 94163


~~(1)~~	Based on Amendment #4 to Schedule 13G filed by BlackRock, Inc. (“Blackrock”) on February 10, 2020, reporting the amount of securities beneficially owned as of December 31, 2019. BlackRock reported sole voting power with respect to 6,030,153 shares and sole dispositive power with respect to 6,114,301 shares.

~~(2)~~

Based on Amendment #5 to Schedule 13G filed by The Vanguard Group (“Vanguard”) on February 12, 2020, reporting the amount of securities beneficially owned as of December 31, 2019. Vanguard reported sole voting power with respect to 103,158 shares, shared voting power with respect to 12,434 shares, sole dispositive power with respect to 4,619,930 shares, and shared dispositive power with respect to 108,704 shares.


~~(3)~~	Based on Amendment #2 to Schedule 13G filed by Janus Henderson Group PLC (“Janus Henderson Group”) on February 13, 2020, reporting the amount of securities beneficially owned as of December 31, 2019. Janus Henderson Group reported shared voting and shared dispositive powers with respect to 3,777,457 shares.

~~(4)~~

Based on Amendment #8 to Schedule 13G filed by Wells Fargo & Company and certain of its subsidiaries (“Wells Fargo”) on February 4, 2020, reporting the amount of securities beneficially owned as of December 31, 2019. Wells Fargo reported sole voting power with respect to 165,054 shares, shared voting power with respect to 428,109 shares, sole dispositive power with respect to 165,054 shares, and shared dispositive power with respect to 3,415,308 shares.

~~EXECUTIVE COMPENSATION~~

~~Compensation Discussion and Analysis (“CD&A”)~~

This section describes the compensation program for the 2019 Named Executive Officers (“NEOs”) and the compensation changes implemented by the Compensation Committee for fiscal year 2019. The NEOs for 2019 include:

~~Named Executive Officers for 2019~~



~~Name~~		Title*
~~Judson Bergman~~		~~Former Chief Executive Officer (“CEO”) and Chairman of the Board~~
~~Anil Arora~~		~~Former Chief Executive, Envestnet \| Yodlee~~
~~William Crager~~		~~Interim Chief Executive Officer, President, and Chief Executive, Envestnet Wealth Solutions~~
~~Peter D’Arrigo~~		~~Chief Financial Officer (“CFO”)~~
~~Scott Grinis~~		~~Chief Technology Officer~~
~~Stuart DePina~~		~~Chief Executive, Envestnet Data & Analytics~~
~~Joshua Mayer~~		~~Chief Operating Officer~~

*The titles in the table above reflect positions held by the NEOs as of the end of 2019.

~~Leadership Changes~~

On January 9, 2019, William Crager, President of Envestnet assumed the position of Chief Executive, Envestnet Wealth Solutions, which includes Envestnet Enterprise, Envestnet | Tamarac, Envestnet Retirement Solutions and Envestnet | MoneyGuide. Stuart DePina assumed the role of Chief Executive, Envestnet Data & Analytics, which includes Envestnet | Yodlee. Concurrent with this reorganization, Anil Arora stepped down as Vice Chairman of Envestnet and Chief Executive of Envestnet | Yodlee, effective February 28, 2019. Mr. Arora continues to serve as a director of Envestnet and is entitled to compensation as a non-employee director of Envestnet beginning April 1, 2020.

Following the unexpected and sudden passing of Judson Bergman, our Chairman and Chief Executive Officer, on October 3, 2019, the Board implemented Envestnet’s emergency succession plan. Effective October 3, 2019, William Crager, President of Envestnet at the time and Chief Executive, Envestnet Wealth Solutions, was appointed as interim Chief Executive Officer. Effective March 30, 2020, Mr. Crager was appointed as Chief Executive Officer and continues in his role of Chief Executive, Envestnet Wealth Solutions, and Stuart DePina, the Chief Executive, Envestnet Data & Analytics, was appointed as President of Envestnet. Mr. Crager had served as President of Envestnet since 2002.

~~Highlights of 2019 and Long-Term Performance~~

~~Overall Envestnet achieved solid performance in 2019 demonstrated by growth in revenue of 11%. GAAP net loss was~~

$17.2 million and GAAP net loss per diluted share was $0.33. Adjusted EBITDA and adjusted net income per diluted share (“adjusted EPS”) grew at 23% and 12%, respectively. These results improved from 2018 due to revenue growth, management of operating expenses, and acquisition activity. Revenue, adjusted EBITDA, and adjusted EPS are important value drivers for our business as we look to grow while maintaining profitability.

~~Financial Performance 2019 versus 2018~~

~~Adjusted EBITDA and adjusted net income per diluted share are non-GAAP measures. Please see~~ ~~Appendix A~~ ~~for a discussion and reconciliation to the most directly comparable GAAP measure.~~

~~Strategic Accomplishments~~

~~Wealth platform advisors increased by 5,403 representing a 5.6% year-over-year increase.~~

~~Wealth platform accounts increased by more than 1.0 million representing a 9.7% year-over-year increase.~~

~~Wealth platform assets increased by almost $1.0 trillion representing a 36.2% year-over-year increase.~~

~~Signed and onboarded new enterprise customers.~~

~~Completed the acquisition of MoneyGuide - the leading goals-based financial planning application used by financial advisors.~~

~~Completed the acquisition of PortfolioCenter - Schwab Performance Technologies’ portfolio management and reporting technology solution for independent registered investment advisors (RIAs).~~

~~5 Year Performance~~

In 2019, we continued to build on our proven record of innovation and growth. We experienced robust revenue growth, and increased our market share in the growing $20 trillion advisor marketplace. We now serve roughly one in three advisors, including 40% of large RIAs (those with over $1 billion in assets under management). Envestnet’s 2019 performance continues to demonstrate our ability to build sustained core growth across all our key metrics and to achieve our long-term strategic goals. Additionally, our cumulative total shareholder return for the last 5 years was 41.7% and has exceeded that of the Russell 2000 Index of 38.7%.

While our GAAP net income (loss) varied from year-to-year, our non-GAAP performance, which adjusts primarily for non-cash and non-recurring expenses, was strong and continued to improve, as illustrated below.

2014 ($) 2015 ($) 2016 ($) 2017 ($) 2018 ($) 2019 ($)
GAAP Net Income (Loss) in Thousands 13,979
4,436
(55,567 ) (3,280 ) 4,010
(17,202 )
GAAP Net Income (Loss) per Share attributable to Envestnet 0.38 0.12 (1.30) (0.08) 0.12 (0.33)

~~Adjusted EBITDA and adjusted net income per diluted share are non-GAAP measures. Please see~~ ~~Appendix A~~ ~~for a discussion and reconciliation to the most directly comparable GAAP measure.~~

~~Shareholder Engagement and 2019 Say-on-Pay Vote~~

Envestnet’s current executive compensation program reflects a comprehensive evaluation by the Compensation Committee and management, and includes the feedback and perspectives of shareholders. In 2019, Envestnet’s compensation program received support from approximately 98% of votes cast. Due to the strong level of support, we maintained our existing executive compensation program for 2019 in response to this vote. However, Envestnet has continued to regularly solicit feedback from shareholders regarding our executive compensation program.

In the last year, we contacted shareholders representing approximately 92% of our outstanding shares, and received feedback from shareholders representing approximately 20% of our outstanding shares. Each discussion with our shareholders was interactive and constructive. We also engaged with proxy advisory firms to gain insight into their views on our executive compensation programs. Our Committee and management will continue to reach out to our shareholders on an annual basis.

Discussions in 2019 and 2020 continue to indicate that shareholders are generally supportive of our current approach to executive compensation. Shareholders expressed a range of views on potential performance metrics, although there is widespread support for the current metrics. The Committee will continue to keep this, and all aspects of the program under review.

~~The Compensation Committee is committed to engaging with shareholders on executive compensation and making changes that are directly responsive to shareholder feedback and that enhance~~continuing alignment of our executive compensation ~~program~~framework with our strategic priorities, the Compensation Committee approved several changes to our incentive measures.

■

We have committed to deliver an Adjusted EBITDA Margin of 25% by 2025. In alignment with this commitment, the 2022 Performance Stock Units (“PSUs”) granted in the first quarter of 2023 will be subject to two equally weighted performance conditions of Relative TSR and Adjusted EBITDA Margin. This simplified structure focuses on creating sustainable shareholder value and successfully managing operating expenses to improve profitability. The Company must achieve a 25% Adjusted EBITDA Margin in the final year of the three-year performance period to earn a target payout.

■

Adjusted EBITDA is an earnings measure, which is then used to calculate Adjusted EBITDA Margin (by dividing Adjusted EBITDA by Adjusted Revenue) to measure the operating efficiency of our Company.

2021 PSUs Granted in 2022

2022 PSUs Granted in 2023

■

The 2023 AIP will be based on Adjusted Revenue Growth, Adjusted EBITDA and individual/team performance, with the ~~Envestnet business strategy.~~weighting of the financial measures increased to 80%. This reflects our commitments to deliver top-line growth that translates into profitable value created for our shareholders, while enabling recognition of broader individual and team achievements.

34 ENVESTNET | PROXY STATEMENT

~~Envestnet’s~~

EXECUTIVE COMPENSATION

2022 AIP

2023 AIP

We believe the combination of performance measures that will apply in 2023 appropriately balance our strategic priorities around growth and profitability:

2023 Performance Measures	Where It Is Used	Why It Is Important
Adjusted Revenue Growth	AIP	Measures our top-line results and our ability to grow our customer base and/or relationships
Adjusted EBITDA	AIP	Measures our bottom-line results, our ability to increase profitability and our ability to reinvest and generate future returns for shareholders
Individual/Team	AIP	Enables an assessment of qualitative and quantitative contributions at the individual and team level that are not directly relevant at an enterprise-wide level and/or captured in our financials; these outcomes have a direct impact on our current and future economic results and the success of our organization
Adjusted EBITDA Margin	PSUs	Measures our operational efficiency in terms of how revenue and operating expenses move relative to each other as we grow, and ultimately contribute to our profitability
Relative TSR	PSUs	Demonstrates our ability to deliver superior returns to our shareholders

In particular, Adjusted EBITDA and Adjusted EBITDA Margin are different measures that assess different outcomes over different time horizons that complement each other as we think holistically across our incentive framework.

These changes have the added benefit of removing duplication of performance measures across our incentive plans.

Compensation ~~Philosophy and~~ Design

Guiding Principles

~~Our Company’s philosophy is~~We strive to ~~attract~~create a diverse and ~~motivate~~inclusive environment as we believe this fosters a culture that attracts and motivates employees ~~and~~to operate at their highest level. We provide ~~them~~employees with competitive, performance-based compensation that encourages the achievement of results that create long-term shareholder value. Our total rewards practices are aligned with the market, consistent with our risk profile and reflective of our solid governance practices. The following principles are the basis for our executive compensation program and align pay with performance and shareholder interests:

■

Compensation is based on clearly articulated goals and results.

~~We reward performance~~

■

Performance-based rewards are consistent with our long-term business strategy and aligned with long-term shareholder value creation.

ENVESTNET | PROXY STATEMENT 35

~~Envestnet’s Executive~~

EXECUTIVE COMPENSATION

Compensation ~~Program~~Framework

~~As noted, our~~The guiding principles ~~form~~and practices summarized above underpin our compensation framework. The core components of an executive officer’s total compensation comprise base salary, an annual cash incentive awarded under our AIP and an annual equity award. Reflecting our commitment to pay for performance, annual equity award values are informed by performance in the ~~basis~~year and granted in the first quarter of the following year. The key features of each of these elements are described below, along with the associated weight for ~~our executive compensation program which is structured as follows.~~2022 based on actual 2022 compensation.

	Element			CEO 2022 Mix(1)		Other NEO 2022 Mix(1,2)		Key Features

~~Compensation Component~~		~~Purpose~~		~~Key Design Features~~
Base Salary		~~Attracts~~					■ Reviewed but not necessarily adjusted annually ■ Level informed by market competitiveness, individual performance and ~~retains NEOs with a market competitive level~~scope of ~~fixed compensation~~responsibility		~~• Level set with reference to market, to reflect role scope, criticality, individual experience, and individual performance.~~
	Annual Cash Incentive ~~Plan (“AIP”)~~		~~Aligns compensation with annual company results~~		~~• Short-term variable compensation~~				■ ~~• Maximum~~Target value ~~capped at 125% of target~~established based on prior year actual • ■ Earned based on performance relative to pre-set goals ■ 75% based on financial performance, which in ~~four areas: revenue (35%), adjusted~~2022 comprised Adjusted Revenue, Adjusted EBITDA ~~(20%), adjusted~~and Adjusted EPS ~~(20%)~~ and in 2023 will comprise Adjusted Revenue and Adjusted EBITDA ■ 25% based on individual/team performance ~~(25%)~~ ~~• Subject to the Clawback Policy~~
~~Restricted Stock Units (“RSUs”)~~		~~Provides employees with company stock to maintain retention while aligning with shareholder interests of sustainable value creation~~		~~• Long-term variable compensation~~ ~~• Represents 50% of the target value of long-term equity-based compensation~~■ ~~• Awards vest over three years, with one-third vesting on the first anniversary of grant and one-twelfth vesting on each three-month anniversary for the following two years~~ ~~• Subject to the Clawback Policy~~
~~Performance Stock Units (“PSUs”)~~		~~Aligns compensation to the long-term business objectives designed to create shareholder value.~~		~~• Long-term variable compensation~~ ~~• Represents 50% of the target value of long-term equity-based compensation~~ ~~• Maximum vesting~~Payouts capped at 150% of target and subject to our Clawback Policy ~~• Performance measured~~
	Equity Incentive							■ Grant value informed by prior year company and individual performance with reference to our AIP scorecard ■ 50% granted as PSUs subject to a three-year performance period, and 50% granted as RSUs that vest over ~~three years~~a three-year period ~~• Earned based on~~ ■ PSUs vest subject to performance relative to pre-set goals, which for 2021 PSUs granted in ~~four equally weighted areas: revenue~~2022 comprised Adjusted Revenue growth, ~~adjusted EBITDA growth, adjusted~~Adjusted EPS growth and ~~relative~~Relative TSR, and for 2022 PSUs granted in 2023 comprises Adjusted EBITDA Margin and Relative TSR ~~• Awards accrue dividends~~ ~~• Subject to the Clawback Policy~~

Notes.

~~The performance metrics used in our incentive plans have been selected given their clear alignment with our strategic priorities.~~(1)



~~Metric~~		~~Why It Matters~~
~~Revenue~~		~~Revenue is an important measure of top-line results.~~
~~Adjusted EBITDA~~		~~Adjusted EBITDA is an important measure of bottom-line results.~~
~~Adjusted EPS~~		~~The inclusion of adjusted EPS as a performance metric may prevent growing either revenue or adjusted EBITDA solely through acquisitions that might otherwise be dilutive on a per-share basis.~~
~~Individual/Team Performance~~		~~Individual and team performance are measured based on established goals and metrics. These outcomes have a direct impact on our economic results and the success of our organization.~~
~~Relative TSR~~		~~Relative Total Shareholder Return was selected for its alignment with shareholders.~~

~~The majority of target pay, defined as~~Reflects 2022 total compensation mix which comprises base salary paid in 2022, the ~~year, target bonus~~annual cash incentive paid in respect of 2022 performance and the equity award approved ~~target equity value, for our Named Executive Officers~~ in ~~2019 was delivered~~respect of 2022 performance and granted in ~~variable, at-risk compensation.~~the first quarter of 2023.

(2)

~~(1) Other NEOs is an average~~Excludes Mr. DePina.

Use of ~~target compensation for Messrs. D’Arrigo, Grinis, DePina,~~Market Data

To inform decisions on NEO pay levels and ~~Mayer.~~

~~What We Do and What We Don’t Do~~

~~Our Compensation Committee believes that our compensation practices are key to furthering our compensation principles and ensuring sound governance practices.~~



~~What We Do~~	~~What We Don~~’~~t Do~~
~~• Pay for performance by basing a substantial part of NEO’s compensation on Company and individual performance, including PSUs~~ ~~• Conduct annual outreach with investors and an annual say-on-pay advisory vote~~ ~~• Strong emphasis on long-term equity compensation; majority of NEO’s pay is in the form of equity compensation~~ ~~• Retain an independent compensation consultant~~ ~~• Maintain a Clawback Policy on incentive awards~~ ~~• Require stock ownership (as a multiple of base salary) for NEOs~~	~~• No single trigger vesting of equity awards following a change in-control~~ ~~• No excise-tax “gross-ups”~~ ~~• No Supplemental Executive Retirement Plan (“SERP”)~~ ~~• No re-pricing of underwater stock options~~ ~~• No excessive perquisites~~ ~~• No hedging of Company’s securities by employees~~

~~Role of Compensation Committee and Management~~

~~The Compensation Committee has the responsibility to oversee and approve executive compensation programs at Envestnet. At the beginning of each year,~~design, the Compensation Committee ~~approves the components~~maintains a defined group of ~~compensation for the NEOs, the individual performance goals for the Chief Executive Officer (“CEO”), and sets the performance goals for any related compensation programs.~~

~~At the end of the year,~~peer companies to reference. During 2022, the Compensation Committee conducts an in-depth review of overall Company results and the CEO’s performance relative to the identified goals. The CEO provides an overview of the performance of each of the other NEOs to the Compensation Committee and presents his compensation recommendations. The Compensation Committee exercisesconducted its discretion to make changes to any recommendations made by the CEO and approves all compensation decisions for the NEOs with the objective of ensuring that compensation delivered is aligned with the achieved performance results. Compensation decisions for the CEO, including the interim CEO, are made by the Compensation Committee based on its assessment of Company results and his individual performance.

In 2018 and the first half of 2019, the Compensation Committee retained Compensation Advisory Partners (“CAP”) to assist the Compensation Committee with the review of the executive compensation programs. CAP worked with the Compensation Committee to develop the peer group used in the 2017 and 2018 compensation decisions and provided the data on executive compensation design practices and pay levels among those peer companies.

In the second half of 2019, the Compensation Committee retained Willis Towers Watson to advise the Compensation Committee on matters including the peer group used in the 2019 compensation decisions and executive compensation.

~~Peer Group~~

The Compensation Committee should have a full understanding of competitive practices with respect to both pay levels and pay design to inform decision making. In 2017, the Compensation Committee adopted a peer group to provide these insights. Selection criteria used to identify peers included industry, size and the extent to which they were a competitor for business, talent, and investment.

~~The peer group for~~ ~~2017- 2018 compensation decisions~~ ~~comprised the following companies:~~



~~2017-2018 Peer Company Group (1)~~
~~Blucora, Inc.~~	~~MarketAxess Holdings Inc.~~	~~SS&C Technologies Holdings, Inc.~~
~~Cornerstone OnDemand, Inc.~~	~~Morningstar, Inc.~~	~~The Ultimate Software Group, Inc. (2)~~
~~FactSet Research Systems Inc.~~	~~MSCI Inc.~~	~~WageWorks, Inc. (3)~~
~~Fair Isaac Corporation~~	~~SEI Investments Co~~	~~Workday, Inc.~~

~~(1) DST Systems and Financial Engines, Inc. previously removed following their respective acquisitions during 2018.~~

~~(2) Acquired in February 2019 by private equity.~~

~~(3) Acquired in August 2019 by HealthEquity.~~

Envestnet’s Compensation Committee took into account revenue and market capitalization when reviewing compensation levels for NEOs. To supplement this peer group information, the Compensation Committee also reviewed data from third party surveys, particularly technology firms, to obtain a broad view of the competitive marketplace for talent. Total direct compensation for the NEOs was positioned between the 25th percentile and median of this peer group, consistent with our relative size.

In light of the fast-paced nature of our industry, and the reduction of the peer group to 12 following two acquisitions of peer group companies in 2019, in the third quarter of 2019 the Compensation Committee engaged its independent compensation consultant to conduct aannual review of the peer group. ~~The goal~~Cornerstone OnDemand was removed from the group due to its acquisition completed in October 2021. To ensure the peer group remained robust, three new companies were added with the resulting group summarized below. Envestnet was ~~more robust~~positioned between the 25th and 50th percentiles in terms of ~~size, while remaining relevant~~revenue and ~~appropriate for Envestnet. As with the 2017 review, foundational criteria were established to identify potential peers:~~

~~Listed companies in the application software industry that conduct business similar to Envestnet~~

~~Companies with revenues and~~trailing twelve-month market capitalization ~~within a reasonable range of Envestnet~~against both the 2022 and 2023 peer groups.

~~Companies that consider Envestnet a peer~~

36 ENVESTNET | PROXY STATEMENT

~~Companies considered peers of Envestnet by other third parties~~

~~Having established a list based on these criteria, judgment was applied~~

EXECUTIVE COMPENSATION

Former Peer

2022/2023 Compensation Peer Group

Consistent Peers

New Peers

■

Cornerstone On Demand, Inc.

■

ACI Worldwide, Inc.

■

AssetMark Financial Holdings, Inc.

■

Avantax, Inc.(1)

■

Axos Financial, Inc.

■

Bottomline Technologies Inc.

■

FactSet Research Systems Inc.

■

Fair Isaac Corporation

■

Guidewire Software, Inc.

■

LPL Financial Holdings, Inc.

■

MarketAxess Holdings Inc.

■

Morningstar, Inc.

■

MCSI Inc.

■

New Relic, Inc.

■

SEI Investments Company

■

SS&C Technologies, Inc.

■

Zendesk, Inc.

■

Informatica, Inc.

■

Nutanix, Inc.

■

Verint Systems, Inc.

2021/2022 Compensation Peer Group

(1)

Formerly known as ~~to the relevance of potential peers based on the extent to which they are perceived by Envestnet to be competitors for talent. As a result of the review the following~~ ~~16 company~~Blucora, Inc.

The 2021/2022 peer group was ~~approved~~established in 2021 and was used ~~for 2019 compensation~~to inform pay decisions:



~~2019 Peer Group~~
~~Retained Companies~~		~~New Companies~~
~~Blucora, Inc.~~	~~Morningstar, Inc.~~	~~ACI Worldwide~~
~~Cornerstone OnDemand, Inc.~~	~~MSCI Inc.~~	~~AssetMark Financial Holdings~~
~~FactSet Research Systems Inc.~~	~~SEI Investments Co~~	~~Bottomline Technologies~~
~~Fair Isaac Corporation~~	~~SS&C Technologies~~	~~Guideware Software~~
~~MarketAxess Holdings Inc.~~		~~New Relic~~
		~~RealPage~~
		~~Zendesk~~

~~Three companies were removed from the peer group:~~

~~Ultimate Software and WageWorks~~ that took effect in ~~light of their respective acquisitions, and~~

~~Workday given it is significantly larger than Envestnet, and has limited relevance given its business mix~~

~~Relative to this new~~2022. The 2022/2023 peer group ~~Envestnet ranked at median on revenue~~was established in 2022 and ~~around the 20~~^th ~~percentile on~~was used to inform pay decisions that take effect in 2023.

A combination of market ~~capitalization. Market~~ data ~~from~~for this group, broader contextual information from compensation surveys for non-CEO roles, and individual considerations collectively inform decisions on executive compensation.

Shareholder Engagement

Envestnet regularly engages with our shareholders to proactively provide a forum to discuss any questions and concerns on topics that may include executive compensation. Discussions throughout 2022 and into 2023 indicate that a majority of shareholders continue to be supportive of our current approach to executive compensation. This observation is supported by sustained high levels of say-on-pay support the company has achieved, with over 98% of votes cast in favor at our 2022 Shareholders Meeting.

In reviewing the executive compensation program, the Compensation Committee considers feedback received during these meetings, any feedback received through other channels (including letters to the Company), as well as ~~broader contextual information, was taken into account~~the commentary issued by major proxy advisory firms whose advice is utilized by many of our shareholders. This feedback, coupled with the say-on-pay outcome, provides a helpful and rounded external perspective.

This feedback provided context in ~~establishing any~~informing the changes approved for 2023 in respect of our incentive performance measures. In particular, the Compensation Committee sought to reduce overlap in the performance measures used across our annual and long-term incentive plans, a concern cited by a major proxy advisory firm. Envestnet and the Compensation Committee remains committed to engaging with shareholders on executive compensation practices and plans and implementing changes ~~for 2020.~~that are responsive to feedback and enhance alignment of our executive compensation program with our strategic priorities. Further details on our 2022/3 engagement can be found in the Section entitled “Corporate Governance and Board Matters — Shareholder Engagement.”

28ENVESTNET | PROXY STATEMENT 37

EXECUTIVE COMPENSATION

2022 Compensation Decisions ~~Made in 2020 for 2019 Performance~~

2022 Incentive Compensation Overview

In the first quarter of each year, the Compensation Committee and management consider ~~the~~Company and individual performance for the prior fiscal year with reference to the AIP scorecard, when determining annual cash ~~bonuses as well as~~incentives and equity awards for the ~~NEOs.~~year. The value of equity awards granted in the first quarter of each year ~~are made for~~is informed by performance in the prior year and therefore the equity awards granted in ~~2020~~2023 are considered part of ~~2019~~2022 compensation.

~~Overall, Envestnet~~Based on the AIP scorecard achievements, which are detailed below, the annual incentive outcomes and equity awards were materially lower than 2021. This reflects below target performance ~~was strong~~ in ~~2019~~respect of the financial performance goals established for 2022. Mr. DePina is not included below, or in the base salary, AIP or equity tables that follow, due to his separation during the year. The terms of Mr.��DePina’s compensation for 2022 (which did not include a base salary increase) were determined in conjunction with his separation from the Company, as further described in “Compensation Discussion and Analysis—Mr. DePina Separation.”

Current NEOs	2022 AIP Paid in 2023			2022 Equity Award Value (Granted in 2023)			Total Variable 2022 Compensation			2021 AIP Paid in 2022			2021 Equity Award Value (Granted in 2022)			Total Variable 2021 Compensation			Year-on-Year Change in Total Variable Compensation
William Crager		$	382,200		$	3,355,000		$	3,737,200		$	780,000		$	5,500,000		$	6,280,000		-40.5%
Peter D’Arrigo		$	275,000		$	1,220,000		$	1,495,000		$	540,000		$	2,000,000		$	2,540,000		-41.1%
Shelly O’Brien		$	147,000		$	457,500		$	604,500		$	288,000		$	750,000		$	1,038,000		-41.8%

Base Salary

NEO salaries were reviewed for 2022 with changes effective from February 1, 2022. Changes reflected several factors including market realignment, role expansions and merit increases.

■

Following several years in ~~our above expectations revenue and adjusted EBITDA performance relative~~the role of CEO, Mr. Crager’s increase reflected an intent to ~~our long-term strategic plan, underpinned by~~align his salary with the ~~significant individual contributions by each~~median of our ~~NEOs. Incentive~~ compensation ~~decisions~~peer group. With the approved salary of $650,000, Mr. Crager remained approximately 7% below the market median for ~~2019 are reflective of strong corporate performance and significant individual contributions.~~our peer group.

~~Based on this process, the Committee approved the following compensation decisions in 2020 for 2019 performance. This table reflects how the Compensation Committee makes compensation decisions and is~~

■

Mr D’Arrigo had not ~~intended to replace the Summary Compensation Table information provided on page 33:~~

Name 2019 AIP and Bonus (Paid in 2020)
Number of RSUs
Granted in 2020
(for 2019 performance)

Number of PSUs Granted in 2020
(for 2019 performance)
Total Number of Units (1)
William Crager 500,000 31,797
31,797
63,594

Stuart DePina 463,989 18,349
10,400
28,749

Peter D’Arrigo 310,000 11,924
11,924
23,848

Scott Grinis 210,000 2,981
2,981
5,962

Joshua Mayer 210,000 4,637
4,637
9,274


~~(1)~~	~~Grant date values: Mr. Crager $4,800,000; Mr. DePina $2,170,000; Mr. D’Arrigo $1,800,000; Mr. Grinis $450,000; Mr. Mayer $700,000.~~

These decisions and payments were made before the full global extent of COVID-19 became apparent. The Compensation Committee will consider the business and financial impact to Envestnet, Inc. in evaluating 2020 performance in early 2021.

~~Base Salary. In 2019, Mr. DePina~~ received an increase ~~following his change in position as Chief Executive~~since 2020. After two years of ~~Envestnet Data & Analytics. NEO base salaries will be reviewed as part of~~strong company and individual performance, Mr. D’Arrigo’s salary was increased to $450,000, informed by proxy and survey data.

■

Ms. O’Brien’s increase was aligned to the ~~annual compensation process in early 2020.~~broader merit increase approved for the Company.

Current NEOs	2022 Base Salary			Base Salary Increase
William Crager		$	650,000		8.3%
Peter D’Arrigo		$	450,000		11.1%
Shelly O’Brien		$	375,000		2.7%

38 ENVESTNET | PROXY STATEMENT

EXECUTIVE COMPENSATION

AIP measures

Annual Incentive Program ~~(“AIP”).~~ ~~In 2018, the Compensation Committee approved an Annual Incentive Plan for~~

The AIP rewards NEOs ~~and other executives to encourage achievement of our near-term objectives. The plan rewards executives~~ based on a combination of Company and individual ~~goals.~~performance. Company performance ~~is measured~~accounts for 75% of the opportunity and in 2022 was assessed based on ~~revenue, adjusted~~Adjusted Revenue, Adjusted EBITDA and ~~adjusted~~Adjusted EPS. ~~Individual~~An assessment of individual and team performance ~~assessment included achievement~~accounts for the remaining 25% of a participant’s opportunity, which enables measurement against strategic objectives ~~financial~~specific to an individual’s role or a team more broadly.

NEOs’ 2022 target opportunities were set equal to their prior year actual bonus as part of our commitment to aligning pay with performance, and ~~other~~the maximum opportunity is capped at 150% of an individual’s target. Threshold performance earns a payout starting at 40% of target. For performance between stated goals, ~~specific to roles.~~

the payout will be calculated based on straight-line interpolation. To determine payments made in ~~2020~~2023 for ~~2019~~2022 performance, ~~under~~ the ~~AIP, the~~Compensation Committee evaluated Company performance against the following pre-established financial ~~goals (as described below).~~goals.

Measure(1)	Weight		Threshold	Target	Exceeds		Maximum		2022 Actual		2022 Payout
Adjusted Revenue ($M)		45%	1,224	1,341 – 1,408		1,478		1,619		1,240		54%
Adjusted EBITDA ($M)		15%	239	262 – 275		289		316		220		0%
Adjusted EPS ($)		15%	1.96	2.14 – 2.25		2.36		2.59		1.86		0%
Payout as % of Target			40% - 80%	80% - 110%		125%		150%		—		24%

~~Company~~(1)

Envestnet utilizes adjusted performance ~~comprises 75%~~measures in the AIP For details of the reconciliation showing how adjusted values are calculated from our audited financial statements see Appendix A.

2022 financial performance resulted in a payout factor of 24% of target for the NEOs. As a result of the financial performance, the Compensation Committee decided to cap the individual and team component of the Chief Executive Officer’s payout at target. For the other NEOs, other than Mr. DePina, a payout factor of 105% of target was approved reflecting consideration of the following achievements:

■

Progressing results and innovative products for our clients;

■

Modernizing our platform for greater operating leverage;

■

Driving greater engagement and usage of the platform by our clients:

■

The number of platform accounts grew to more than 18 million, an increase of 5%;

■

AUM/A accounts per advisor grew 9%;

■

Last year, over 130 firms on the ENV platform adopted new AUM programs;

■

Over 2,000 advisors used an Envestnet proprietary managed portfolio for the first time;

■

Over 100 new solution amendments were signed across client enterprises, providing thousands of advisors with access to the cutting-edge features available through Envestnet, ultimately expanding their options to better serve their clients; improving operational efficiency; and

■

Emphasizing greater expense discipline in a challenging market environment.

ENVESTNET | PROXY STATEMENT 39

EXECUTIVE COMPENSATION

In aggregate, these achievements resulted in the Compensation Committee approving the following AIP awards in respect of 2022 performance.

Current NEOs	2022 Target AIP			2022 Actual AIP			2022 Actual AIP as a % of Target
William Crager		$	780,000		$	382,200		49%
Peter D’Arrigo		$	540,000		$	275,000		51%
Shelly O’Brien		$	288,000		$	147,000		51%

As previously noted, the 2023 AIP performance measures have been simplified to focus on Adjusted Revenue Growth (40%), Adjusted EBTIDA (40%) and individual/team performance ~~comprises 25% under~~(20%). This increases the ~~annual incentive plan.~~

Metric Weighting Threshold ($) Target ($) Maximum ($)
2019
Actual ($)
Payout by Metric*
Revenue ($mil.) 35% 815.00 850.00 - 885.00 930.00 909.40 85%
Adjusted EBITDA ($mil.) 20% 157.50 169.00 - 175.00 185.00 193.30 85%
Adjusted EPS 20% 1.92 1.93 - 2.11 2.21 2.15 82.5%
Individual/Team Performance Evaluation 25% Based on Individual Assessment
Payout as % of Target 50% 90% - 110% 125%

*For the determinationemphasis on financial performance and reflects our commitments to deliver top-line growth that translates into profitable value created for our shareholders, while enabling recognition of ~~the percentage for the payout by metric, the 2019 actual results were adjusted to exclude amounts attributable to the acquisition of MoneyGuide.~~

~~For each NEO, the Compensation Committee evaluated their~~broader 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 such assessment, which, when combined with the results of the financial metrics, resulted in the payments noted in the table below.achievements.

Annual Equity Incentive Awards

~~Based on 2019 Company performance and NEO accomplishments, the Compensation Committee approved the following AIP and bonus payments.~~

Target AIP ($) AIP Payout ($) Payout as % of Target Additional Payment ($) Total AIP and Bonus Payment ($)
William Crager 588,000
500,000
85 % —
500,000
Stuart DePina 480,000
453,989
97 % 10,000
463,989
Peter D’Arrigo 375,000
310,000
83 % —
310,000
Scott Grinis 245,000
210,000
86 % —
210,000
Joshua Mayer 235,000
210,000
89 % —
210,000

~~Equity Awards.~~Equity awards are granted annually to eligible employees, including our NEOs to recognize performance, to align equity participants with the interests of our shareholders and to retain top talent. Long-term equity incentive awards represent a significant portion of the NEO’s total compensation.

~~Consistent with recent years, NEOs’ 2019 equity awards were~~ Awards are made ~~in the form of PSUs and RSUs,~~ under the Envestnet shareholder-approved ~~plans.~~equity incentive plan, and for NEOs are granted in an equal mix of performance-vested PSUs and time-vested RSUs.



~~Performance Share Units (PSUs)~~	~~Introduced in 2018~~Target Equity Mix
		~~Account for~~ ~~50% of the equity mix~~ ~~unless otherwise noted~~■
	~~Vest subject to performance measured over three years~~
	~~Consistent with 2018, 2019 awards subject to four equally weighted measures: revenue growth, adjusted EBITDA growth, adjusted EPS growth and relative TSR~~
	~~Awards accrue dividends that are paid to the extent the award is earned~~
	~~Awards subject to Clawback Policy~~

Revenue growth, adjusted EBITDA growth, and adjusted EPS growth were selected for the PSU program as they are important measures of top-line and bottom-line results. While some of the metrics overlap with the Annual Incentive Plan, the PSUs are measured based on growthRSUs vest over a three-year period, focusing executives on sustained multi-year results, and requiring year-over-year growth in order to reach the target goals. Relative TSR was selected for its alignment with shareholder interests. No PSUs will be earned if achievement is below the threshold level. The following performance goals were approved for the 2019 PSUs granted in 2020:

Metric Metric Weighting Threshold Target Maximum
Revenue Growth (CAGR*) 25% 8% 14% 20%
Adjusted EBITDA Growth (CAGR) 25% 10% 16% 22%
Adjusted EPS Growth (CAGR) 25% 10% 16% 22%
Relative TSR compared to Russell 2000 Index Constituents 25% 35th Percentile Median 75th Percentile
Payout as % of Target 50% 100% 150%

* Compound Annual Growth Rate



~~Restricted Stock Units (RSUs)~~		~~Account for 50% of the equity mix~~
		~~Vest over three years,~~ with one-third vesting on the first anniversary of the date of grant, and ~~one twelfth (1/12)~~one-twelfth vesting on each three-month anniversary for the following two ~~years~~years.
		~~Awards~~ ■ PSUs vest subject to the achievement of pre-set performance goals over a three-year performance period, subject to a maximum payout factor of 150% of target. Threshold performance results in 50% of the target PSUs vesting, with no payout for performance below threshold. For performance between stated goals, the payout will be calculated based on straight-line interpolation. ■ Both RSUs and PSUs are subject to our Clawback ~~Policy~~Policy.

As described above, the grant value of equity awards is informed by Company and individual performance in the prior year, meaning that there is both a backward-looking and forward-looking performance aspect to them. Below we describe the 2021 awards, granted in the first quarter of 2022 and included in our compensation tables for the year, as well as the 2022 awards, which are considered part of 2022 compensation despite being granted in the first quarter of 2023.

2021 Equity Awards

~~The~~Reflecting strong performance in 2021, the Compensation Committee approved the following awards which were granted in ~~2020~~the first quarter of 2022 and included in the SCT for 2022.

Current NEOs	2021 Target Value			Grant Date Fair Value(1)			RSUs Awarded		PSUs Awarded
William Crager		$	5,500,000		$	5,751,055		36,755		36,755
Peter D’Arrigo		$	2,000,000		$	2,091,222		13,365		13,365
Shelly O’Brien		$	750,000		$	784,228		5,012		5,012

(1)

Reflects value Included in the 2022 SCT. In determining the number of RSUs and PSUs to award the approved target value is divided by the closing stock price on the day prior to grant. As a result, these values differ from the grant date fair values which are calculated in accordance with ASC 718 which uses a Monte Carlo valuation in respect of the TSR performance ~~for 2019:~~condition.

40 ENVESTNET | PROXY STATEMENT

EXECUTIVE COMPENSATION

Name Target Equity Value ($) PSUs Awarded Weight of PSUs RSUs Awarded Weight of RSUs
William Crager 4,800,000
31,797
50% 31,797
50%
Stuart DePina (1) 2,170,000
10,400
50% 10,400
50%
Peter D’Arrigo 1,800,000
11,924
50% 11,924
50%
Scott Grinis 450,000
2,981
50% 2,981
50%
Joshua Mayer 700,000
4,637
50% 4,637
50%


~~(1)~~	In addition to the grants made in the table for Mr. DePina for his performance in 2019, Mr. DePina also received a grant of 7,949 RSUs as an additional retention grant as part of the consideration for his agreement to enter into a new employment agreement in July of 2019.

~~The Committee determined~~

2021 PSUs Granted in 2022

Awards of PSUs may be earned subject to ~~continue using PSUs for~~measures aligned to our strategic priorities and incentivize the ~~2020-2022~~right behaviors related to our period of business investments and focus on top-line growth.

■

Adjusted Revenue growth measures our ability to successfully deliver sustained top-line growth through a combination of expanding our customer base and growing our existing relationships. Ensuring we deliver top-line growth through periods of investment is critical to our long-term success, and sustained growth will be required to earn a payout in respect of this element.

■

Adjusted EPS performance will be assessed based on growth in the final two years of the performance period, reflecting our focus on strategic investments while ensuring EPS growth rates return to historical standards.

■

Relative TSR will be measured over the full three-year performance period and ~~retained~~seeks to ensure outcomes align with shareholder interests and the ~~weighting~~creation of ~~PSUs~~sustainable long-term value.

The Compensation Committee approved the following performance goals in respect of each of these measures.

2022-2024 Measures(1)(2)	Measurement Basis	Weight	Threshold	Target	Maximum
Adjusted Revenue Growth	Three-year CAGR	33.33%	8%	14%	20%
Adjusted EPS Growth	Two-year CAGR	33.33%	10%	16%	22%
Relative TSR vs. Russell 2000 Index Constituents	Three-year point-to-point	33.34%	35th Percentile	50th Percentile	75th Percentile
Payout as % of Target			50%	100%	150%

(1)

Envestnet utilizes adjusted performance measures in the equity plan. For details of the reconciliation showing how adjusted values are calculated from our audited financial statements, see Appendix A.

(2)

The performance period runs from January 1, 2022 to ~~50%~~December 31, 2024. The three -year performance period for Adjusted Revenue Growth and Relative TSR is January 1, 2022 to December 31, 2024. The two-year performance period for Adjusted EPS Growth is January 1, 2023 to December 31, 2024.

Performance will be assessed in the first quarter of ~~total long-term incentives~~2025 following the conclusion of the three-year performance period.

2022 Equity Awards

Reflecting below target performance in 2022, the Compensation Committee approved the following awards which were granted in ~~2020~~the first quarter of 2023 and will be included in the SCT for 2023. Mr. DePina was not granted any equity awards in respect of 2022.

Current NEOs	2022 Target Value			RSUs Awarded		PSUs Awarded
William Crager		$	3,355,000		26,674		26,674
Peter D’Arrigo		$	1,220,000		9,699		9,699
Shelly O’Brien		$	457,500		3,637		3,637

As described in the Executive Summary, the performance measures attached to ~~NEOs.~~the 2022 PSUs were updated to reflect our external commitments regarding Adjusted EBITDA Margin improvement and to reduce duplication of performance measures across our incentive plans. Accordingly, the 2022 PSUs may be earned subject to the following measures.

■

Adjusted EBITDA Margin will assess our success in managing operating expenses to deliver profitable growth for our shareholders, and complements the annual revenue and absolute EBITDA goals included in our 2023 AIP scorecard.

■

Relative TSR seeks to ensure outcomes align with shareholder interests and the creation of sustainable long-term value.

The Compensation Committee approved the following performance goals in respect of each of these measures.

ENVESTNET | PROXY STATEMENT 41

EXECUTIVE COMPENSATION

2023-2025 Measures(1)(2)

Measurement Basis

Weight

Threshold

Target

Maximum

Adjusted EBITDA Margin

Final year

50%

23%

25%

27%

Relative TSR vs. Russell 2000 Index Constituents

Three-year
point-to-point

50%

35th
Percentile

50th
Percentile

75th
Percentile

Payout as % of Target

50%

100%

150%

(1)

(2)

The performance period runs from January 1, 2023 to December 31, 2025.

Performance will be assessed in the first quarter of 2026 following the conclusion of the three-year performance period.

Settlement of the 2019 PSUs

The 2019 PSU awards granted in February 2020 were subject to a three-year performance period that concluded on December 31, 2022. In February 2023 the Compensation Committee reviewed performance in relation to the established performance goals and approved a payout of 33.9% of target.

2020-2022 Measures(1)	Measurement Basis	Weight	Threshold	Target	Maximum	Actual	Payout
Adjusted Revenue Growth	Three-year CAGR	25%	8%	14%	20%	10.9%	74.1%
Adjusted EBITDA Growth	Three-year CAGR	25%	10%	16%	22%	4.4%	0%
Adjusted EPS Growth	Three-year CAGR	25%	10%	16%	22%	(1.6)%	0%
Relative TSR vs. Russell 2000 Index Constituents	Three-year point-to-point	25%	35th Percentile	50th Percentile	75th Percentile	38th Percentile	61.4%
Payout as % of Target			50%	100%	150%		33.9%

(1)

Envestnet utilizes adjusted performance measures in the equity plan. For details of the reconciliation showing how adjusted values are calculated from our audited financial statements see Appendix A.

Benefits and Perquisites

~~We provide the following benefits~~Envestnet provides limited executive perquisites to our ~~executives~~NEOs. In 2022, Mr. Crager received use of an apartment in close proximity to the Company’s headquarters for commuting purposes. Given this was a business need, the Company agreed to cover the additional taxes on the ~~same basis as~~underlying benefit. The NEOs and a select group of senior leaders also have access to a supplementary health and wellness allowance.

The programs noted below are provided to all of our ~~employees:~~employees, inclusive of the NEOs.

	Healthcare			Welfare			Retirement
	■ Health, dental and vision insurance ■ Health care and dependent care flexible spending accounts			■ Life and accidental death & dismemberment insurance ■ Short and long-term disability			■ 401(k) plan, with company match

	Additional Benefits
	■ Expanded mental health services & counseling ■ Tuition reimbursement and student debt repayment ■ Additional wellness benefits			■ Adoption and surrogacy benefits ■ Parental stipend ■ College scholarship plan for employees’ children

~~Health, dental and vision insurance;~~

42 ENVESTNET | PROXY STATEMENT

~~Life insurance;~~

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

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

EXECUTIVE COMPENSATION

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

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

~~We believe~~For more information on our benefits package, ~~is consistent~~see the section above entitled “Environmental, Social and Governance—Supporting Our Employees.”

Mr. DePina Separation

Stuart DePina was terminated without cause from his position as President of Envestnet in connection with ~~companies~~a reorganization of the Company, effective June 30, 2022. Prior to this date, Mr. DePina received no base salary increase for 2022, meaning his base salary during the year remained $500,016. In connection with ~~which we compete for talent. In addition~~his termination of employment, he became entitled to the ~~benefits described above,~~payments under Section 6.d of his employment agreement, comprising cash severance payments totaling $2,200,032, payable in equal installments over a 24-month period, a pro-rated bonus in respect of his 2022 services equal to $300,000 and a single lump-sum payment in respect of health premium payments equal to $29,538. Additionally, we determined that it was in the best interests of Envestnet to enter into a separation agreement (the “Separation Agreement”) with Mr. DePina. Pursuant to the Separation Agreement, in exchange for his compliance with non-competition, non-solicitation, confidentiality and non-disparagement covenants (including meaningful additional protections for Envestnet in the form of an extension of his non-compete and non-solicitation covenants from 12 to 24 months to align Mr. DePina’s restricted period with that applicable to our other NEOs, and a revised and expanded definition of “business” for purposes of his non-competition covenants), his signing and not revoking a release of claims against Envestnet, and his continued compliance with the consultant agreement entered into in connection with his termination, Mr. DePina will receive a monthly consulting fee of $20,000, have the right to exercise certain ~~limited perquisites. Perquisites available~~stock options and the right to continue to vest in equity awards granted prior to 2022, in each case, as if he remained employed by Envestnet and will be treated as terminating due to “retirement” for purposes of his equity awards granted in 2022 pursuant to the applicable grant agreements, effective as of the end of his performance of services as a consultant. Mr. DePina’s equity awards remain subject to the terms of the Envestnet Clawback Policy and to forfeiture and/or clawback in the event Mr. DePina violates the terms of certain restrictive covenants. The terms of Mr. DePina’s Separation Agreement and consultant agreement were unanimously approved by the Compensation Committee.

Compensation Governance

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing and approving executive compensation programs at Envestnet. At the beginning of each year, the Compensation Committee approves the components of compensation for the NEOs ~~include~~and individual performance goals for the Chief Executive Officer (“CEO”) and sets the performance goals for any related compensation programs.

At the end of the year, the Compensation Committee conducts an ~~allowance~~in-depth review of overall Company results and the CEO’s performance relative to the identified performance goals.

To assist in this process, the CEO provides an overview of the performance of each of the other NEOs to the Compensation Committee and presents his compensation recommendations. CEO and other NEO pay levels are evaluated and approved after an analysis of total compensation for ~~parking~~similar positions, consideration of external market conditions and a review of individual performance. While a specific percentile is not targeted, the aggregate impact of pay decisions by role is informed by a competitive range around the market median taking into account the aforementioned factors. The Compensation Committee exercises its discretion to revise any recommendations made by the CEO and approves all compensation decisions for the NEOs with the objective of delivering compensation that is aligned with performance results. Compensation decisions for the CEO are made by the Compensation Committee based on a ~~car~~number of relevant factors, including an assessment of Company results and the CEO’s individual performance.

The Compensation Committee has the ability to retain an ~~allowance~~outside independent advisor to provide an external perspective when discharging its duties. During fiscal 2022, the Committee engaged Willis Towers Watson US LLC (“WTW”) in this capacity, to provide advice and information regarding executive compensation, including the compensation peer group composition, pay levels and practices and incentive design. Aggregate fees paid to WTW for ~~health and wellness activities.~~services related to executive compensation for fiscal 2022 were approximately $280,000.

During fiscal 2022, WTW was also engaged by management to continue providing services unrelated to executive compensation for advice regarding broader human resource related matters. This engagement was reviewed

ENVESTNET | PROXY STATEMENT 43

EXECUTIVE COMPENSATION

and approved by the Board. The aggregate fees paid for those other services for fiscal 2022 were approximately $300,000. All additional services performed by WTW were approved by and performed at the direction of management in the ordinary course of business. The Compensation Committee annually reviews the independence of WTW in light of SEC and NYSE rules regarding compensation consultant independence and has affirmatively concluded that WTW has no conflicts of interest relating to its engagement by the Compensation Committee.

Stock Ownership Guidelines -

Our NEOs

~~The Company believes~~ are subject to robust share ownership guidelines, which require them to build up an interest in Envestnet stock over time. We believe that requiring ~~executive~~ ownership ~~in our common stock creates~~increases the alignment between executives and shareholders, mitigates risk, and encourages executives to act toin ways that increase shareholder ~~value.~~ value sustainably.

	Minimum requirements			■ CEO: 600% of base salary ■ Other NEOs: 300% of base salary
	Time horizon			■ Five years from becoming an NEO
	Counted equity interests			■ Shares owned directly by the NEO (including those held as a joint tenant or as tenant in common) ■ RSUs (vested and unvested) ■ Stock options that are fully vested and exercisable ■ Shares owned in a self-directed IRA ■ Shares owned or held for the benefit of a spouse or minor children
	Retention requirement			■ NEOs are required to retain all shares acquired through option exercises and other stock awards until their respective ownership requirements are met ■ Sale of shares is not permitted until the guidelines are met

The ~~stock ownership guidelines for NEOs are~~Compensation Committee assesses compliance annually, and as ~~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,~~2022 all current NEOs were in compliance with ~~the~~these guidelines.

~~Envestnet, Inc.~~ Clawback Policy

~~In January 2018,~~Envestnet maintains a Clawback Policy that provides the Compensation Committee ~~adopted~~with the ~~Envestnet, Inc. Clawback Policy (the “Clawback Policy”), which provides that~~ability to determine whether to pursue a clawback, and if so, whether it would result in the event a “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 Company (a “clawback event”), the Compensation Committee would determine, in its discretion, whether any unsettled incentive awards ~~held by the covered person would be~~being forfeited or ~~any~~ previously settled ~~incentive~~ awards ~~held by such person would be required to be repaid to~~being repaid. A summary of the ~~Company. For purposes~~key features is provided below.

	Covered persons			■ Section 16 officers ■ Any other officer of the Company designated by the Compensation Committee ■ Individuals that are no longer considered Section 16 officers and individuals otherwise considered covered persons who separate from the Company continue to be subject to the Clawback Policy
	Triggering events			A covered person engages in fraud or other intentional misconduct that: ■ Materially relates to a restatement of our financial statements, or ■ Results in material financial or reputational harm to the company
	Covered compensation			All incentive compensation (cash and equity) that is: ■ Awarded, earned, vested or settled during or after the fiscal year in which a clawback event occurs, or ■ Is outstanding during or has a performance period that relates to the fiscal year in which the clawback event occurs The entire pre-tax value of covered compensation is subject to forfeiture or recoupment, at the discretion of the Compensation Committee

44 ENVESTNET | PROXY STATEMENT

EXECUTIVE COMPENSATION

The Company is in the process of reviewing and updating the Clawback Policy ~~a “covered person” is any person who is an “officer” (as that term is defined in Section 16~~to satisfy the requirements of ~~the Exchange Act), as well as any other officer of the Company designated~~Rule 10D-1 adopted by the ~~Compensation Committee.~~

~~Table~~Amounts shown in this column include the grant date fair values for PSUs at the target payout based on the probable outcome of ~~Contents~~

~~Covered persons that cease~~SEC on October 26, 2022 consistent with Section 10D added to ~~be employed by the Company or are no longer “officers” under Section 16 of~~ the Exchange Act ~~continue~~as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. New Rule 10D-1 directs the national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy requiring the recovery, or “clawback,” of certain incentive-based executive compensation. The Company will adopt such new compliant clawback policy no later 60 days following the date that the NYSE publishes final listing standards as required by Rule 10D-1, which is expected 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 discretionlate 2023.

Tax Considerations

Section 162(m) of the ~~Compensation Committee, under the Clawback Policy.~~

~~Impact~~Internal Revenue Code of ~~Tax Treatments on Compensation~~

~~Code Section 162(m)~~1986, as amended (the “Code”) limits the deductibility of annual compensation in excess of $1 million paid to “covered employees” ~~(as~~(as defined by the Code) of the Company ~~unless the compensation satisfied an exception, such as the exception~~with some limited exceptions 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”) 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 that these changes do not apply to compensation paid pursuant to ~~a “binding written contract” that was~~certain arrangements in ~~effect~~place 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.2017. 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 ~~2017.~~ 2016.

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).

32ENVESTNET | PROXY STATEMENT 45

~~Table~~TABLE OF CONTENTS

EXECUTIVE COMPENSATION

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 2022 Annual Report on Form 10-K and in this proxy statement.

James Fox, Chair
Ross Chapin
Gayle Crowell
Gregory Smith

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2022, Mr. Fox, Mr. Chapin, Ms. Crowell and Mr. Smith served on our Compensation Committee. No director who served on the Compensation Committee in fiscal year 2022 is, or has been, employed by us or our subsidiaries or is an employee of ~~Contents~~

any entity for which any of our executive officers serves on the board of directors.

~~2019~~2022 Summary Compensation Table

The following table contains compensation information for our former Chief Executive Officer, our Chief Executive Officer, our Chief Financial Officer, the three other most highly compensated executive 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 this proxy statement.~~2022 NEOs. The information included in this table reflects compensation paid to our NEOs for services rendered to us.

Name and Title	Year		Salary ($)		Bonus ($)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation Plan Compensation ($)(3)		Change in Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)		Total ($)
William Crager Chief Executive Officer		2022		646,000		—		5,751,055		382,200		—		141,936		6,921,191
		2021		600,000		—		4,769,575		780,000		—		23,054		6,172,629
		2020		581,250		—		4,988,552		660,000		—		24,197		6,253,999
Peter D’Arrigo Chief Financial Officer		2022		446,000		—		2,091,222		275,000		—		112,362		2,924,584
		2021		405,015		—		1,788,591		540,000		—		16,354		2,749,960
		2020		398,347		—		1,870,727		450,000		—		21,046		2,740,120
Stuart DePina(6) Former President		2022		250,008		—		2,433,891		—		—		2,685,932		5,369,831
		2021		500,016		—		2,316,646		650,000		—		20,170		3,486,832
		2020		498,348		—		2,231,621		550,000		—		161,890		3,441,859
Shelly O’Brien Chief Legal Officer, General Counsel and Corporate Secretary		2022		374,000		—		784,228		147,000		—		22,673		1,327,901
		2021		364,993		—		725,410		288,000		—		20,369		1,398,772
		2020		358,980		—		758,708		240,000		—		25,180		1,382,867

(1)

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)~~	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 ASC 718.

~~(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 respect to 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 year following the year in 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 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 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.”

Amounts disclosed in the Equity Awards column relate to grants of restricted stock units, performance stock units (“PSUs”), 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 FASB ASC Topic 718.

(2)

~~(4)~~

For Mr. Bergman, the amount disclosed reflects a parking and car allowance of $8,964, and matching contributions to his 401(k) account of $8,400 in 2019; $8,250 in 2018; $8,100 in 2017. For Mr. Arora, the amount disclosed 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. For Mr. Crager, the amount disclosed reflects a health-related stipend of $15,646 and matching contributions to his 401(k) account of $8,400 in 2019; $8,250 in 2018; $8,100 in 2017. For Mr. D’Arrigo, the amount disclosed reflects a health-related stipend of $11,241, parking allowance of $720 and matching contributions to his 401(k) account of $8,400 in 2019; $8,250 in 2018; $8,100 in 2017.For Mr. Grinis, the amount disclosed reflects a health-related stipend 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 October 3, 2019 and Chief Executive Officer on March 30, 2020.~~

~~2019~~the performance condition, determined as of the grant date, which for 2022 is for Mr. Crager $3,001,046; for Mr. D’Arrigo $1,091,252; For Mr. DePina $1,270,066; and for Ms. O’Brien $409,230. The maximum potential values of the 2021 PSUs is 150% of target. For 2022, the PSU maximum value at grant date fair value would be for Mr. Crager $4,501,569; for Mr. D’Arrigo $1,636,878; for Mr. DePina $1,905,099; and for Ms. O’Brien $613,845. Further information regarding the 2022 awards is included in tables below entitled “2022 Grants of ~~Plan‑Based~~Plan-Based Awards ~~Table~~Table” and “2022 Outstanding Equity Awards at Fiscal Year-End.”

(3)

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 2022 were paid in February 2023). For more information, see “Executive Compensation—2022 Compensation Decisions—Annual Incentive Program.”

(4)

As reflected in the Nonqualified Deferred Compensation Table below, as participants in Envestnet’s Deferred Compensation Plan, Mr. DePina and Mr. D’Arrigo had negative aggregate earnings of -$11,293 and -$1,526, respectively, in fiscal year 2022.

(5)

For Mr. Crager, the amount disclosed for 2022 reflects $117,394 for his Berwyn apartment and executive wellness stipend of $15,392 and matching contributions to his 401(k) account of $9,150 in 2022; $8,700 in 2021; and $8,550 in 2020. For Mr. D’Arrigo, the amount disclosed

46 ENVESTNET | PROXY STATEMENT

~~Table~~On February 28, 2022, the Compensation Committee granted PSUs in respect of ~~Contents~~

EXECUTIVE COMPENSATION

for 2022 reflects an executive wellness stipend of $11,212 and matching contributions to his 401(k) account of $9,150 in 2022; $8,700 in 2021; and $8,550 in 2020. For Mr. DePina, the amount disclosed for 2022 reflects (i) in connection with his termination in 2022, the severance payments to which he became entitled totaling $2,200,032, his pro-rated 2022 bonus of $300,000 and a one-time lump sum payment in respect of his COBRA premiums of $29,538, (ii) in connection with his service to Envestnet prior to his termination, an executive wellness stipend of $10,718 and matching contributions to his 401(k) account of $9,150 in 2022; $8,700 in 2021; and $8,550 in 2020 and (iii) in connection with his role as a consultant in 2022 following his termination, his consulting payments totaling $120,000. For Ms. O’Brien, the amount disclosed for 2022 reflects an executive wellness stipend of $12,816 and matching contributions to her 401(k) account of $9,150 in 2022; $8,700 in 2021; and $8,550 in 2020.

(6)

Mr. DePina’s employment was terminated without cause in connection with a reorganization effective June 30, 2022, at which time he became a consultant to the Company through June 30, 2024. Mr. DePina will be treated as not having experienced a termination for purposes of his equity awards granted prior to 2022 while he remains a consultant providing services to the Company. Mr. DePina will be treated as having retired for purposes of his outstanding equity awards granted in 2022, effective as of the end of his consulting period, subject to his compliance with all of the terms of the applicable award agreement for a retirement through the consulting period and subject to his compliance with the terms of his Separation Agreement. The value reported for Mr. DePina in the Stock Awards column reflects the original grant date fair value of the awards granted in February 2022. This figure does not include the incremental accounting charge of $1,852,073.71 recognized in June 2022 in connection with Mr. DePina’s outstanding equity awards upon entering into a consulting agreement with Envestnet. Mr. DePina’s salary as reported in the Summary Compensation Table reflects the prorated portion paid through June 30, 2022, and the value reported for him in the All Other Compensation column includes a severance payment of $2,200,032 which will be paid in equal installments over 24 months beginning in July 2022 and a one-time lump sum payment of $29,538 in respect of his COBRA premiums. However, the full amounts are reported in the 2022 Summary Compensation Table as it derives from Mr. DePina’s 2022 service as an NEO. See “Compensation Discussion and Analysis—Mr. DePina Separation” and the Company’s Current Report on Form 8-K dated June 7, 2022 for additional details.

2022 Grants of Plan-Based Awards Table

The following table contains information concerning grants of ~~plan‑based~~plan-based awards made in ~~2019~~2022 to our NEOs.

Name			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 ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)
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 ($)
William Crager		2/28/2022		312,000		780,000		1,170,000		18,378		36,755		55,133		—		81.65		3,001,046
		2/28/2022		—		—		—		—		—		—		36,755		74.82		2,750,009
Peter D’Arrigo		2/28/2022		216,000		540,000		810,000		6,683		13,365		20,048		—		81.65		1,091,252
		2/28/2022		—		—		—		—		—		—		13,365		74.82		999,969
Stuart DePina		2/28/2022		260,000		650,000		975,000		7,778		15,555		23,333		—		81.65		1,270,066
		2/28/2022		—		—		—		—		—		—		15,555		74.82		1,163,825
Shelly O’Brien		2/28/2022		115,200		288,000		432,000		2,506		5,012		7,518		—		81.65		409,230
		2/28/2022														5,012		74.82		374,998

(1)

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)

Judson Bergman 2/28/2019 350,000
700,000 875,000 11,946
23,891
35,837
—
64.32 1,536,669
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
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
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
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
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
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 were approved by the Compensation Committee and the Board on their respective grant dates.~~

On February 28, 2022, the Compensation Committee established the values and performance measures applicable to our 2022 non-equity incentive compensation awards. The actual cash value was paid in 2023 based on financial metrics and individual factors as described in “Compensation Discussion and Analysis—2022 Compensation Decisions—Annual Incentive Program” above. Each of the financial metrics has a threshold target that must be hit in order to receive a minimum payment equal to 40% 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)

2021 performance. The actual number of PSUs that will become vested is based on financial metrics described in “Compensation Discussion and Analysis—2022 Compensation Decisions—2021 Equity Awards” 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.

(3)

On February 28, 2022, the Compensation Committee granted RSUs in respect of 2021 performance. All restricted stock units were approved by the Compensation Committee and the Board on their respective grant dates.

Narrative to ~~2019~~2022 Summary Compensation Table and ~~2019~~2022 Grants of ~~Plan‑Based~~Plan-Based Awards Table

See “Executive ~~Compensation -~~ Compensation—Compensation Discussion and ~~Analysis~~”Analysis” above and “—Equity Incentive Plans” below for a more detailed discussion of the compensation plans pursuant to which the amounts listed under the ~~2019~~2022 Summary Compensation Table and ~~2019~~2022 Grants of ~~Plan‑Based~~Plan-Based Awards Table were paid or awarded, and the criteria on which such payments were based.

35ENVESTNET | PROXY STATEMENT 47

EXECUTIVE COMPENSATION

~~2019~~2022 Outstanding Equity Awards at Fiscal ~~Year‑End~~ Year-End

The following table lists all outstanding equity awards held by our NEOs as of December 31, ~~2019:~~2022:

			Option Awards(1)								Stock Awards(2)(3)
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that have not Vested (#)		Market Value of Shares or Units of Stock That Have Not Yet Vested ($)
William Crager		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		5,733		—		31.70		3/28/2027		—		—
		2/28/2020		—		—		—		—		31,797		1,961,875
		2/28/2020		—		—		—		—		2,650		163,505
		3/11/2021		—		—		—		—		34,144		2,106,685
		3/11/2021		—		—		—		—		14,229		877,929
		2/28/2022		—		—		—		—		36,755		2,267,784
		2/28/2022		—		—		—		—		36,755		2,267,784
Peter D’Arrigo		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		3,850		—		31.70		3/28/2027		—		—
		2/28/2020		—		—		—		—		11,924		735,711
		2/28/2020		—		—		—		—		994		61,330
		3/11/2021		—		—		—		—		12,804		790,007
		3/11/2021		—		—		—		—		5,336		329,231
		2/28/2022		—		—		—		—		13,365		824,621
		2/28/2022		—		—		—		—		13,365		824,621
Stuart DePina		2/28/2020		—		—		—		—		10,400		641,680
		2/28/2020		—		—		—		—		1,530		94,401
		3/11/2021		—		—		—		—		12,289		758,231
		3/11/2021		—		—		—		—		8,680		535,556
		2/28/2022		—		—		—		—		15,555		959,744
		2/28/2022		—		—		—		—		15,555		959,744
Shelly O’Brien		2/27/2015		4,800		—		53.88		2/27/2025		—		—
		2/29/2016		2,464		—		20.51		2/28/2026		—		—
		3/28/2017		1,667		—		31.70		3/28/2027		—		—
		2/28/2020		—		—		—		—		4,836		298,381
		2/28/2020		—		—		—		—		404		24,927
		3/11/2021		—		—		—		—		5,193		320,408
		3/11/2021		—		—		—		—		2,165		133,581
		2/28/2022		—		—		—		—		5,012		309,240
		2/28/2022		—		—		—		—		5,012		309,240

(1)

No stock options were granted to NEOs in 2022. All stock options held by our NEOs as of December 31, 2022 were fully vested.

(2)

Vesting for all RSUs occurs with one-third (1/3) of the grant award vesting on the first anniversary of the grant date and one-twelfth (1/12) vesting every quarter thereafter.

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

48 ENVESTNET | PROXY STATEMENT

The amount of earnings reported in this column are not included in the Summary Compensation Table for 2022 because no such earnings would be considered above-market or preferential earnings.

EXECUTIVE COMPENSATION

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
—

(1)

This amount is included in the “Salary” column in the Summary Compensation Table for 2022.

(2)

(3)

This amount represents Mr. D’Arrigo’s balance under the Deferred Compensation Plan at the end of ~~Contents~~

2022, of which the full amount was included in the “Salary” column of the Summary Compensation Table for 2022.


~~(1)~~	The amounts in this column are also included in the Summary Compensation Table as follows: the $48,333 listed for Mr. Bergman is included in the Salary column for 2019 and in part in the Bonus column, and the $388,929 for Mr. Grinis is included in part in the Salary column for 2019 and in part in the Bonus column.

(4)

This amount represents Mr. DePina’s balance under the Deferred Compensation Plan at the end of 2022. All of these amounts were deferred prior to 2020, when Mr. DePina became an NEO, and thus none of these amounts were previously disclosed in the Summary Compensation Table.

The measurement funds available to Participants and the returns earned by those measurement funds in ~~2019~~2022 were:



Fund Name		Return On Investment (%)
	ClearBridge Variable Small Cap Growth Fund (Class 1)	~~32.95~~	-28.85
	LVIP Delaware ~~VIP~~ REIT ~~Series~~Fund (Standard Class)	~~26.81~~	-25.30
	Delaware VIP Small Cap Value Series (Standard Class)	~~28.14~~	-12.90
	LVIP Delaware ~~VIP~~ Value ~~Series~~Fund (Standard Class)	~~19.97~~	-3.27
	Fidelity VIP Freedom 2020 SMPortfolio (Service Class)	~~20.01~~	-15.38
	Fidelity VIP Freedom 2030 SMPortfolio (Service Class)	~~24.37~~	-16.94
	Fidelity VIP Freedom 2040 SMPortfolio (Service Class)	~~28.39~~	-18.30
	Fidelity VIP Freedom 2050 SMPortfolio (Service Class)	~~28.39~~	-18.35
	Fidelity VIP Investment Grade Bond Portfolio (Service Class)	~~9.58~~	-13.30
	Fidelity VIP Overseas Portfolio (Service Class)	~~27.67~~	-24.58
~~Lincoln VIP~~	LVIP Government Money Market Fund (Standard Class)	~~1.79~~	1.30
	LVIP Delaware ~~Special Opportunities~~Mid Cap Fund (Standard Class)	~~30.43~~	-8.87
	LVIP J.P. Morgan High Yield Fund (Standard Class)	~~12.98~~	-10.23
	LVIP S&P 500 Index Fund (Standard Class)	~~31.2~~	-18.31
	PIMCO VIT Commodity Real Return Strategy ~~Portfolio-AdminCls~~Portfolio (Administrative Class)	~~11.43~~	8.61
	PIMCO VIT Total Return (Administrative Class)	~~8.36~~	-14.30

Employment Agreements

~~Employment Agreements.~~ ~~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~~Each of the NEOs is a party to an individual employment agreement with the Company (the “Employment Agreements”). The Employment Agreements have a three-year term, with an automatic one-year renewal unless either party provides advance written notice of non-renewal. Upon an NEO’s termination without cause or for good reason, the Employment Agreements provide for certain severance benefits, including severance pay equal to two times the sum of (a) the NEO’s base salary and (b) the NEO’s average annual bonus over the last two years, a pro-rated bonus for the year of termination (based on the NEO’s average annual bonus over the last two years) and an 18-month health care continuation payment, subject to the NEO’s execution of a release of claims against the Company.

Under the terms of the Employment Agreements (with the exception of Mr. DePina’s Employment Agreement), each NEO is subject to perpetual confidentiality obligation, 24-month post-termination non-competition covenants and 24 month post-termination non-solicitation covenants. The restrictive covenant provisions of Mr. DePina’s Employment Agreement are the same as described in the previous sentence but with a 12-month period for the non-competition and non-solicitation provisions (which were extended to 24 months pursuant to the terms of his separation agreement, as described above under “Compensation Discussion and Analysis—Mr. DePina Separation”).

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 Code, 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, but only if the amount of such payments, after such reduction and after payment of all

50 ENVESTNET | PROXY STATEMENT

EXECUTIVE COMPENSATION

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.

Mr. DePina will continue to serve as a consultant for a period of 24 months effective June 30, 2022, pursuant to the terms of a consulting agreement, dated June 6, 2022 (the “Consultant Agreement”). Pursuant to the Consultant Agreement, Mr. DePina will consult with Envestnet regarding, among other things, Envestnet’s RIA strategy and will be available to periodically consult with Envestnet’s chief executive officer. Mr. DePina will receive $20,000 per month during the term of his consulting arrangement and will be entitled to reimbursement of his reasonable out-of-pocket expenses.

Equity Incentive Plans. We currently maintain two equity-based incentive plans: the 2010 Long-Term Incentive Plan, as amended, and the Envestnet, Inc. 2019 Acquisition Equity Incentive Plan (the “2019 Equity Plan”).

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 within 24 months following a change in control or (b) the 2010 Long-Term Incentive Plan is terminated by us or a successor following a change in control without provision for the continuation of outstanding awards, all outstanding awards will vest and become exercisable, as applicable; 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 will be determined by the Compensation Committee 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. For PSUs granted in 2022 or after, in the event of a change in control, the applicable performance measures for the PSU awards will be determined as if target performance had been satisfied but subject to continued service vesting, though the Compensation Committee may decide to accelerate vesting at the time of such change in control.

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.

For RSUs granted on or after 2020, if the executive’s employment is terminated due to death or disability, the executive (or his or her estate) shall become vested in all such RSUs. For RSUs granted in 2022 and after, if the executive’s employment is terminated as a retirement (subject to a minimum of six months advance written notice and certain age and service requirements) and subject to the execution of a release and continued compliance with certain restrictive covenants, the executive shall remain eligible to vest in the RSUs on the applicable distribution dates.

With respect to the PSU awards, 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 remain eligible to vest in a pro-rata portion of the PSUs on the applicable distribution dates based on actual performance. For PSUs granted in 2022 and after, if the executive’s employment is terminated as a retirement (subject to a minimum of six-months advance written notice and certain age and service requirements) and subject to the execution of a release and continued compliance with certain restrictive covenants, the executive will remain eligible to vest in the PSUs on the applicable distribution dates based on actual performance.

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. None of the NEOs received grants pursuant to the 2019 Equity Plan.

Potential Payments Upon Termination or Change of Control

The Employment Agreements, the 2010 Long-Term Incentive Plan and other applicable employee benefit plans may provide for potential payments to our NEOs in connection with a termination of employment. The following

ENVESTNET | PROXY STATEMENT 51

EXECUTIVE COMPENSATION

tables quantify the potential payments upon termination that our NEOs (other than Mr. DePina) would receive assuming that the relevant termination event had occurred on December 31, 2022.

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, 2022.

As described above in “Compensation Discussion and Analysis—Mr. DePina Separation,” Mr. DePina was terminated without cause in connection with a reorganization effective June 30, 2022. As he incurred a termination prior to the end of the year, he is not included in the tables below. In connection with his termination, Envestnet entered into the Separation Agreement, pursuant to which Mr. DePina will receive cash severance payments totaling $2,200,032, payable in equal installments over a period of 24 months, a single lump-sum payment in respect of health premium payments equal to $29,538 and a pro-rated bonus in respect of 2022 equal to $300,000. Additionally, Mr. DePina will have the right to continue to exercise certain stock options and the right for continued vesting of PSUs worth $2,359,654 and RSUs worth $1,589,700, in each case, as if he remained employed by Envestnet as long as he continues to perform services as a consultant through June 30, 2024 (in addition to a consulting fee equal to $20,000 per month for such services). If he were to terminate as a consultant voluntarily, he would only be eligible to vest in the PSUs and RSUs granted in 2022 worth $959,744 respectively as a retirement (subject to his compliance with the requirements of a retirement) assuming a termination as of December 31, 2022. If he were to terminate as a consultant due to death or disability, he would be eligible to vest in his RSUs granted in 2021 and 2022 worth $1,709,399 and he would remain eligible to vest in his PSUs at the end of the performance period in an amount equal to the number of PSUs granted multiplied by the performance percentage determined based on the 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 divided by 1,095 worth approximately $1,332,324 (in each case assuming a termination due to death or disability as of December 31, 2022). His consulting services cannot otherwise be terminated except for a material breach, in which case he would forfeit all equity awards.

The value of the equity awards for Mr. DePina in the previous paragraph and the value of the equity awards for the other NEOs in following tables was calculated using a stock price per share of $61.70, which is equal to the closing price of one share on the last trading day of the year on December 30, 2022 and assuming the PSUs will vest with a performance percentage equal to 100%.

Termination Due to Death or Disability

Name	Severance Pay ($)		Pro-Rata Bonus ($)		Health Care Continuation ($)		Unvested RSUs ($)		Unvested PSUs ($)		Total ($)
William Crager		—		720,000		—		3,145,713		3,759,686		7,625,399
Peter D’Arrigo		—		495,000		—		1,153,852		1,402,680		3,051,532
Shelly O’Brien		—		264,000		—		442,821		561,845		1,268,666

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 days during the calendar year worked prior to the termination date 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 during 2022 and 2021 for the applicable executive officers. Additionally, any outstanding PSUs held by the NEOs would remain eligible to vest at the end of the performance period in an amount equal to the number of PSUs granted multiplied by the performance percentage determined based on the 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 divided by 1,095. Because the performance percentage is not yet known, the amount in the table estimates the value of the PSUs previously granted that would become vested on such a termination assuming vesting with a performance percentage equal to 100% and a pro-rata fraction determined based on a termination date of December 31, 2022. Finally, RSUs granted in 2021 and 2022 will become fully vested as a result of a termination due to disability or death. All other equity awards held by the NEOs would be forfeited on termination.

52 ENVESTNET | PROXY STATEMENT

EXECUTIVE COMPENSATION

Termination Due to Retirement

Name	Severance Pay ($)		Pro-Rata Bonus ($)		Health Care Continuation ($)		Unvested RSUs ($)		Unvested PSUs ($)		Total ($)
William Crager		—		—		—		2,267,784		2,267,784		4,535,568
Peter D’Arrigo		—		—		—		824,621		824,621		1,649,242
Shelly O’Brien		—		—		—		309,240		309,240		618,480

There is no severance, pro-rata bonus or health care continuation payable to any of the NEOs as a result of a termination due to retirement. RSUs and PSUs granted in 2022 shall continue to vest following a termination due to retirement. Because the performance percentage is not yet known for PSUs, the amount in the table estimates the value of the PSUs previously granted that would become vested on such a termination assuming vesting with a performance percentage equal to 100%. All other equity awards held by the NEOs would be forfeited on termination due to retirement.

Termination Without Cause or for Good Reason

Name	Severance Pay ($)		Pro-Rata Bonus ($)		Health Care Continuation ($)		Unvested RSUs ($)		Unvested PSUs ($)		Total ($)
William Crager		2,740,000		720,000		28,280		—		3,759,686		7,247,966
Peter D’Arrigo		1,890,000		495,000		33,162		—		1,402,680		3,820,842
Shelly O’Brien		1,278,000		264,000		28,280		—		561,845		2,132,125

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~~60-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~~60-day anniversary of the termination date).

Under the terms of the Employment Agreements (with the exception of Mr. 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). The restrictive covenant provisions of Mr. DePina’s Employment Agreement are the 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, 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,

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 inPSUs 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~~. We currently maintain equity‑based incentive plans - the 2004 Stock Incentive Plan, the 2010 Long‑Term Incentive Plan, the Envestnet, Inc. Management Incentive Plan for Envestnet | Tamarac Management Employees (“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.

With respect to the PSU Awards granted in 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 remain eligible to vest in a pro-rata portion of the PSUs on the applicable distribution 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

~~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.

~~Potential Payments Upon 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, 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, 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~~

Name
Severance Pay
($)

Pro-Rata Bonus
($)

Health Care
Continuation
($)

Unvested Stock
Options
($)

Unvested RSUs
($)

Unvested PSUs
($)

Total
($)
William Crager —
525,000
—
—
—
729,342
1,254,342
Peter D’Arrigo —
342,500
—
—
—
344,355
686,855
Stuart DePina —
375,000
—
—
—
902,201
1,277,201
Scott Grinis —
229,025
—
—
—
186,220
415,245
Joshua Mayer
—

222,500

—

—

—

70,304

292,804

Because the performance percentage is not yet known, the amount in the table estimates the value of the PSUs previously granted ~~in 2018 and 2019 that would become vested on such a termination 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 termination. The value of the equity awards for the table above and the following tables was calculated using a stock price per share of $69.63, which is equal to the closing price of one share on the last trading day of the year on December 31, 2019.

~~Termination Without Cause or for Good Reason~~

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 anniversary of the termination date).

The PSUs granted to the NEOs in 2018 and 2019 would remain eligible to vest at the end of the performance period in an amount equal to the number of PSUs granted multiplied by the performance percentage determined based on the 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 divided by 1095. Because the performance percentage is not yet known, the amount in the table estimates the value of the PSUs granted in 2018 and 2019 that would become vested on such a termination assuming vesting with a performance percentage equal to 100% and a pro-rata fraction determined based on a termination date of December 31, ~~2019.~~ 2022.

All other equity awards held by the NEOs would be forfeited on such termination (unless such termination were within ~~twenty-four~~24 months following a change in control as described below).

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EXECUTIVE COMPENSATION

Termination Following Change of Control

Name	Severance Pay ($)		Pro-Rata Bonus ($)		Health Care Continuation ($)		Unvested RSUs ($)		Unvested PSUs ($)		Total ($)
William Crager		2,740,000		720,000		28,280		3,309,218		6,336,343		13,133,841
Peter D’Arrigo		1,890,000		495,000		33,162		1,215,182		2,350,338		5,983,682
Shelly O’Brien		1,278,000		264,000		28,280		467,748		928,030		2,966,058

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~~24 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 Plan Information

The following table summarizes, as of December 31, ~~2019,~~2022, 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 Plan.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)		Weighted-average exercise price of outstanding options, warrants and rights (b)(2)			Number of securities remaining available for future issuance under equity compensation plans (c), excluding securities referenced in column (a)(3)
Equity compensation plans approved by security holders		2,156,468		$	40.07		2,559,804
Equity compensation plans not approved by security holders(4)		62,092		$	—		19,217
Total		2,218,560		$	40.07		2,579,021

(1)

Includes 1,959,511 shares issuable in respect of RSUs and PSUs for equity compensation plans approved by security holders. Includes 62,092 shares issuable in respect of RSUs and PSUs for equity compensation plans not approved by security holders. The only Company equity compensation plan approved by security holders is the 2010 Long-Term Incentive ~~Plan (the “2019 Equity Plan”).~~Plan.

41(2)

~~Table~~Weighted average exercise price of ~~Contents~~

outstanding options only.

(3)

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
Includes shares available for issuance of awards of RSUs, PSUs and/or options.

~~(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.

(4)

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~~60-day anniversary of the PIEtech ~~acquisition,~~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.

~~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.



	~~James Fox, Chairperson~~ ~~Ross Chapin~~ ~~Gayle Crowell~~ ~~Gregory Smith~~

CEO ~~PAY RATIO~~Pay Ratio

We are committed to providing a comprehensive total rewards program to attract, retain, and reward highly qualified, diverse, and productive employees. The total rewards program emphasizes alignment of employee efforts to support our corporate strategies. The components of the program include compensation, benefits, learning and development opportunities and recognition of employee performance. We strive to remain externally competitive in relevant labor markets while maintaining internal equity and rewarding performance. As of December 31, ~~2019,~~2022, we had ~~4,190~~approximately 3,500 employees, including employees in operations, research and development, engineering and systems, executive and corporate functions, sales and marketing and

54 ENVESTNET | PROXY STATEMENT

EXECUTIVE COMPENSATION

investment management and research. Of these, ~~1,643~~approximately 55% employees were located in the United States, ~~2,532~~approximately 44% were located in India, and 15the remaining were located in other international locations.

In accordance with applicable SEC rules, we are providing the ratio of the total annual compensation of Mr. Bergman, our CEO during part of 2019 who served in that position on the date the Company selected to identify the median employee, to the annual compensation of an identified median employee of the Company. For purposes of this ~~2019~~2022 pay ratio disclosure, we used the same median employee that we identified in 2017 since we believe that there has been no change in our employee population or employee compensation arrangements that would result in a significant change in our pay ratio disclosure. We identified the median employee by examining the base salary as of December 31, ~~2017~~2022 (the “determination date”) for all employees, excluding the CEO, who were employed by us on December 31, ~~2017.~~2022. We included all employees, whether employed on a full-time, part-time, or seasonal basis. For full-time employees hired in ~~2017,~~2022, an annualized salary was used. However, compensation for part-time employees was not annualized. We did not make any other assumptions, adjustments, or estimates with respect to base salaries other than converting all base salaries to U.S. dollars on the determination date. After identifying the median employee, the median employee’s total annual compensation was calculated in accordance with the requirements of the Summary Compensation Table.

With respect to Mr. Bergman, we adjusted the amount reported in the “Total” column of our 2019 Summary Compensation Table included in this proxy statement by annualizing his base salary to account for the fact that he ceased employment with us on October 3, 2019.

The ~~2019~~2022 annual total compensation of the median employee, identified based on the methodology described above and converted from ~~Indian rupees~~Canadian dollars to U.S. dollars based on the conversion rate in effect on December 31, ~~2019,~~2022, who was located in ~~India,~~Canada, was ~~$23,240.~~$66,413. The ~~2019~~2022 annual total compensation of Mr. Crager, our CEO, was ~~$4,104,970.~~$6,921,191. As a result, the ratio of the annual total compensation of our CEO to our median employee was ~~177~~105 to 1.

The SEC’s rules requiring pay ratio disclosure allow companies to exercise a significant amount of flexibility in making a determination as to who is the median employee and does not mandate that each public company use the same method. In addition, our compensation philosophy means fair pay based on a person’s role in the Company, a subjective determination of the market value of that person’s job and that person’s performance in that position. As a result, the annual total compensation of our median employee is unique to that person and is not a good indicator of the annual total compensation of any of our other employees and is not comparable to the annual total compensation of employees at other companies. Similarly, we would not expect that the ratio of the annual total compensation of our CEO to our median employee to be a number that can be compared to the ratio determined by other companies in any meaningful fashion.

2022 Pay Versus Performance Table and Supporting Narrative

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation actually paid to our named executive officers and the Company’s financial performance.

Required Tabular Disclosure of Compensation Actually Paid Versus Performance

The table below reflects information on compensation both as reported in the Summary Compensation Table (“Summary Compensation Table Total Pay”) and as “compensation actually paid” (or “CAP”) for the applicable fiscal year for our principal executive officer (“PEO”) and for all of our other named executive officers (“Non-PEO NEOs”) (as an average for such year for the Non-PEO NEOs), accompanied by total shareholder return (TSR), GAAP net income (loss) and Adjusted Revenue (the Company-selected measure). While we use numerous financial and non-financial performance measures to evaluate performance and determine compensation under our compensation programs, Adjusted Revenue, a relevant measure in our NEO short- and long-term incentive plans, is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the below table) used to link compensation actually paid to NEOs to performance during the 2022 fiscal year.

44ENVESTNET | PROXY STATEMENT 55

EXECUTIVE COMPENSATION

Tabular Disclosure of Compensation Actually Paid versus Performance

Year	Summary Compensation Table Total for PEO(1)(2) $		Compensation Actually Paid to PEO(1)(3) $		Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) $		Average Compensation Actually Paid to Non-PEO NEOs(1)(3) $		Value of Initial Fixed $100 Investment Based On:				GAAP Net Income (Loss) (thousands)(5) $		Adjusted Revenue (thousands)(6) $
Year	Summary Compensation Table Total for PEO(1)(2) $		Compensation Actually Paid to PEO(1)(3) $				Average Compensation Actually Paid to Non-PEO NEOs(1)(3) $		Total Shareholder Return(4) $		Peer Group Total Shareholder Return(4) $		GAAP Net Income (Loss) (thousands)(5) $		Adjusted Revenue (thousands)(6) $
2022		6,921,191		3,353,087		3,207,439		1,736,736		88.61		116.13		(80,939)		1,240,000
2021		6,172,629		6,883,899		2,545,188		2,943,664		113.95		181.00		13,296		1,186,801
2020		6,253,999		6,617,417		2,221,741		2,545,525		118.18		144.01		(3,110)		998,922

(1)

NEOs included in these columns reflect the following:

Year	PEO	Non-PEO NEOs
2022	William Crager	Peter D’Arrigo, Shelly O’Brien and Stuart DePina
2021	William Crager	Peter D’Arrigo, Shelly O’Brien and Stuart DePina
2020	William Crager	Peter D’Arrigo, Shelly O’Brien, Stuart DePina and Joshua Mayer

(2)

Amounts reflect Summary Compensation Table Total for our NEOs for each corresponding year.

(3)

The following table details the adjustments to the Summary Compensation Table Total for our PEO, as well as the average for our other NEOs, to determine “compensation actually paid” as computed in accordance with Item 402(v). Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. The figures below may not sum due to the presented amounts being rounded to the nearest whole number.

	PEO						Non-PEO NEO Average
	2022 $		2021 $		2020 $		2022 $		2021 $		2020 $
Summary Compensation Table Total		6,921,191		6,172,629		6,253,999		3,207,439		2,545,188		2,221,741
Less: Reported Fair Value of Equity Awards(a)		5,751,055		4,769,575		4,988,552		1,769,780		1,610,216		1,397,136
Add: Year-End Fair Value of Equity Awards Granted in the Year(b)		4,687,045		5,897,808		4,728,833		1,442,351		1,969,550		1,345,739
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(b)		(638,353)		(465,911)		92,881		(573,204)		(203,865)		61,005
Add: Change in Fair Value of Outstanding and Unvested Equity Awards(b)		(1,865,741)		48,948		530,256		(570,070)		243,007		314,176
Compensation Actually Paid		3,353,087		6,883,899		6,617,417		1,736,736		2,943,664		2,545,525

(a)

The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under U.S. GAAP.

For options, fair values were estimated using the Black-Scholes formula. The range of estimates used in the option fair value calculations are as follows: for 2020, expected life between 3.34 years- 3.58 years, volatility between 30.18%-35.59%, dividend yield of 0%, and risk-free interest rate between 0.32%-1.63%.

For PSUs subject to performance vesting conditions related to Relative TSR, fair values were estimated using a Monte Carlo simulation model. The range of estimates used in the fair value calculations are as follows: (i) for 2022, remaining performance period between 1.00 years - 2.00 years, volatility between 36.47%-37.03%, dividend yield of 0%, and risk-free interest rate between 4.31%-4.62%; (ii) for 2021, remaining performance period between 1.00 years - 2.00 years, volatility between 36.04%-45.61%, dividend yield of 0%, and risk-free interest rate between 0.39%-0.73% and (iii) for 2020, remaining performance period between 1.00 years - 2.00 years, volatility between 42.40%-53.57%, dividend yield of 0%, and risk-free interest rate between 0.10%-0.13%.

For other PSUs, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. See “Stock Compensation Plans” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the corresponding fiscal year, where we explain assumptions made in valuing equity awards at grant.

(4)

The amounts reflect the cumulative total shareholder return of our common stock (column (f)) and the S&P North American Technology

56 ENVESTNET | PROXY STATEMENT

Sector Index (column (g)) at the end of ~~Contents~~each fiscal year. In each case, assume an initial investment of $100 on December 31, 2019, and reinvestment of dividends, if any.

~~Table~~EXECUTIVE COMPENSATION

(5)

Attributable to Envestnet, Inc., the dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year.

(6)

For details of the reconciliation showing how adjusted values (including Adjusted Revenue values) are calculated from our audited financial statements, see Appendix A.

Required Tabular Disclosure of the Most Important Measures Linking Compensation Actually Paid in 2022 to Company Performance

The following non-ranked list shows the financial performance measures we view as the most important to link executive compensation actually paid during the most recent fiscal year to our performance during that same period. For further information regarding these financial performance measures and their function in our executive compensation program, please see “—Compensation Discussion and Analysis” beginning on page 30.

	2022 Most Important Measures (Unranked)
	Adjusted Revenue			Relative TSR
	Adjusted EBITDA			Adjusted EPS

Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

The following graphs further demonstrate the relationship between the compensation actually paid and performance measures that are included in the preceding pay versus performance tabular disclosure.

ENVESTNET | PROXY STATEMENT 57

EXECUTIVE COMPENSATION

Additional details on how, where and why these performance measures are used in our compensation programs can be found in the Compensation Discussion and Analysis section.

58 ENVESTNET | PROXY STATEMENT

EXECUTIVE COMPENSATION

PROPOSAL NO. 2: ADVISORY VOTE ~~TO APPROVE~~ON EXECUTIVE
COMPENSATION

In accordance with the rules of the SEC, ~~rules,~~ we are asking our shareholders to vote to approve, on ana non-binding advisory ~~(nonbinding)~~ basis, the compensation of our NEOs as disclosed in this proxy statement.

~~Envestnet believes compensation should be transparent, understandable~~As described in detail under the heading “Executive Compensation—Compensation Discussion and ~~effectively communicated, consistent with~~Analysis,” our ~~risk profile and reflect good governance practices. Our~~ executive compensation program is designed to attract, motivate and retain ~~skilled~~talented executives who possess the skills required to formulate and ~~to be fiscally responsible to~~drive our ~~shareholders. Envestnet offers an attractive compensation~~strategic direction and achieve annual and long-term performance goals that create shareholder value. The program ~~and~~ seeks to align executive compensation with shareholder value on an annual and long-term basis through a combination of base pay, ~~executives for company~~annual incentives and ~~individual performance, align~~long-term incentives. The Compensation Committee continually reviews the ~~pay~~program elements to ensure they achieve the desired goals of ~~executives~~aligning our executive compensation structure with our shareholders’ interests and long-term value creation and award executives for their achievement of goals set for that performance year or period. The Compensation Committee regularly reviews the compensation programs for our NEOs to ensure that they are achieving the desired goals it sets.current market practices. Please read the “Compensation Discussion and Analysis” discussion for additional details, ~~about our executive compensation programs,~~ including information about the fiscal year ~~2019~~2022 compensation of our NEOs.

We believe that our executive compensation programs are structured in the best manner possible to support the Company and our business objectives. We are asking our shareholders to indicate their support for our NEO compensation as described ~~in the section~~on pages 30-58 of this proxy statement, ~~entitled~~which includes the “Compensation Discussion and Analysis” section and in the compensation tables and related narrative ~~discussion.~~disclosure. As discussed in those disclosures, we believe that our compensation policies and decisions are focused on pay-for-performance principles and strongly aligned with our shareholders’ interests. Compensation of our NEOs is designed to enable us to attract and retain talented and experienced executives to lead our company successfully in a competitive environment. This proposal, commonly known as a ~~“say‑on‑pay”~~“say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the shareholders approve the compensation of the NEOs, as disclosed pursuant to the compensation disclosure rules of the ~~Securities and Exchange Commission,~~SEC, including the ~~Compensation Discussion~~compensation discussion and ~~Analysis,~~analysis, the compensation tables and related narrative ~~discussion, is hereby APPROVED.~~discussion.”

The ~~say‑on‑pay~~say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. ~~However,~~Nevertheless, the Board and the Compensation Committee value the opinions of our shareholders and will review the voting results ~~carefully.~~carefully in making determinations in the future regarding executive compensation arrangements.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF EXECUTIVE COMPENSATION.~~

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF EXECUTIVE COMPENSATION.

45ENVESTNET | PROXY STATEMENT 59

~~Table~~TABLE OF CONTENTS

EXECUTIVE COMPENSATION

PROPOSAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to Rule 14a-21 under the Exchange Act, we are asking shareholders to indicate, in a non-binding advisory vote, how frequently we should seek future advisory votes on the compensation of ~~Contents~~our NEOs, as disclosed pursuant to the SEC’s compensation disclosure rules, such as Proposal No. 2 of this proxy statement. By voting on this Proposal No. 3, shareholders may indicate whether they prefer we conduct advisory votes on named executive officer compensation once every one, two, or three years.

The advisory vote by the shareholders on frequency is distinct from the advisory vote on the compensation of our NEOs. This Proposal No. 3 deals with how frequently future advisory votes on compensation should be presented to our shareholders and, in this regard, we are soliciting your advice on the following resolution:

“RESOLVED that the compensation of our named executive officers be submitted to shareholders for an advisory vote: (1) every year; (2) every two years; or (3) every three years.”

You may cast your vote for your preferred voting frequency by choosing one of the three alternatives or you may abstain from making a choice.

After careful consideration, the Board believes that an annual advisory vote on executive compensation is the most appropriate alternative for the Company, and therefore recommends that you vote for a one-year interval for future advisory votes.

In formulating this recommendation, the Board considered that submitting executive compensation on an annual basis provides shareholders a more meaningful voice on the Company’s executive compensation practices and is consistent with our goal of seeking input from our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices. The Board also considered the publicly expressed views of the institutional investor community, the practices of other companies and the Company’s current practice of having an annual vote.

The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. Although the results of vote are non-binding and advisory in nature, the Compensation Committee and the Board value the opinions of the shareholders and will consider the outcome of the vote when determining the frequency of the shareholder vote on executive compensation. However, because this vote is advisory and not binding on the Board in any way, the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.

		THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A FREQUENCY OF “ONE YEAR” FOR FUTURE NON-BINDING SHAREHOLDER VOTES ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
		Note: Shareholders are not voting to approve or disapprove the recommendation of the Board of Directors regarding Proposal No. 2.

60 ENVESTNET | PROXY STATEMENT

Audit Matters

~~AUDIT COMMITTEE REPORT~~Audit Committee Report

Our management prepares our consolidated financial statements in accordance with ~~U.S.~~ GAAP and is responsible for the financial reporting process that generates these statements. The Audit Committee has reviewed and discussed our audited financial statements with management. Management is also responsible for establishing and maintaining adequate internal control over financial reporting and for performing an assessment of the effectiveness of internal control. KPMG LLP is responsible for auditing those financial statements and expressing an opinion as to their conformity with ~~U.S.~~ GAAP, and annually attesting to the effectiveness of our internal control over financial reporting. The Audit Committee, on behalf of the Board, monitors and reviews these processes, acting in an oversight capacity relying on the information provided to it and on the representations made to it by our management, KPMG LLP and other advisors.

In connection with its audit of our financial statements for the year ended December 31, ~~2019,~~2022, KPMG LLP presented to and reviewed with the Audit Committee the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also discussed with KPMG ~~their~~LLP ITS independence from Envestnet, including a review of audit and ~~non‑audit~~non-audit fees, and has reviewed in that context the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence.

Based on the review and discussions referred to above, and in reliance on the information, opinions, reports or statements presented to the Audit Committee by our management and KPMG LLP, the Audit Committee recommended to the Board that the December 31, ~~2019~~2022 audited consolidated financial statements be included in Envestnet’s Annual Report on Form ~~10‑K.~~ 10-K.

Gregory Smith, Chair
Ross Chapin
James Fox

ENVESTNET | PROXY STATEMENT 61



	~~Gregory Smith, Chairperson~~ ~~Ross Chapin~~ ~~James Fox~~ ~~Charles Roame~~

AUDIT MATTERS

PROPOSAL NO. 3:4: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Typically,~~At the ~~appointment~~2023 Annual Meeting, we are asking our shareholders to ratify the Audit Committee’s selection of KPMG as our independent registered public accounting firm ~~is approved annually by~~for the ~~Audit Committee and ratified by our shareholders.~~year ending December 31, 2023. The Audit Committee reviews both the audit scope and estimated fees for professional services for the coming year. ~~The Audit Committee has appointed KPMG as our independent registered public accounting firm for the year ending December 31, 2020.~~ If the Company’s shareholders do not ratify the appointment of KPMG LLP, the Audit Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. Even if the appointment is ratified, the Audit Committee may in the future replace KPMG as our independent registered public accounting firm if it is determined that it is in the Company’s best interests to do so.

~~Our audited financial statements for~~ We expect that representatives of KPMG LLP will attend the ~~year ended December 31, 2019~~Annual Meeting and will have the opportunity to make a statement if they wish and will be ~~presented at the Annual Meeting.~~available to respond to appropriate questions from shareholders.

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS ENVESTNET’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Independent Registered Public Accounting Firm Fee Information

The following table sets forth the approximate aggregate fees for professional services rendered by KPMG LLP for ~~2018~~2021 and ~~2019:~~2022:

	2021			2022
Audit fees(1)		$	4,254,000		$	4,300,000
Audit-related fees(2)		$	96,500		$	585,000
Tax fees			—			—
All other fees			—			—
Total		$	4,350,500		$	4,885,000

(1)

Audit 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;

consents and comfort letters issued in conjunction with the filing of registration statements and the private offering of convertible notes;

(2)

Audit-related fees include:

services to issue Service Organization Controls (SOC1) reports;

services related to due diligence support for a potential acquisition;

services related to system implementation testing

62 ENVESTNET | PROXY STATEMENT