If any other matter is presented at the Annual Meeting, your proxy will be voted in accordance with the best judgment of the individuals named on the proxy card. As of the date of this proxy statement, we know of no other matters to be acted on at the Annual Meeting.
If you are a beneficial owner of shares, you will receive instructions from your bank, broker, or other 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 votevotes with respect to election of directors, and the advisory vote to approve executive compensation and any other matters treated as non‑routine by the NYSE, isare counted.
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
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.
Yes. If you change your mind after you vote, if you are a shareholder of record, you may revoke your proxy bythrough the following any of the procedures described below. To revoke your proxy:procedures:
•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 attend and vote during the virtual Annual Meeting?
You may attend the Annual Meeting and vote your shares athttps://web.lumiagm.com/241143720 during the meeting. You may log into the meeting beginning at 10:45 a.m. Eastern Time on May 18, 2022, and the Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. 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 envestnet2020envestnet2022 (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”).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 15th 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,Wednesday, May 5, 2020.
11, 2022.
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 partIn light of our effortconcerns related to the ongoing COVID-19 pandemic and 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 envestnet2020envestnet2022 (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 attend and 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. Questions may be submitted by selecting the messaging icon at the top of the screen and typing your message in the chat box once you are in the virtual Annual Meeting. Questions pertinent to meeting matters will be answered during our virtual Annual Meeting, subject to time constraints. A representative of the Company will read the question aloud prior to responding.
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.
4
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
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, 202021, 2022 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 the number of directors to be chosen at the meeting. However, if the majority of the votes cast for a director are withheld, then, notwithstanding the valid election of such director, our by‑laws provide that such director will voluntarily tender his or her resignation for consideration by our Board. Our Board will determine whether to accept the resignation of such director. All other matters submitted for shareholder approval require the affirmative vote of the majority of shares present in person electronically or represented by proxy and entitled to vote.
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” 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?” the election of directors and the advisory vote to approve executive compensation are considered non‑routine matters.
We will appoint one or more inspectors of election to count votes cast in person electronically or by proxy.
What is 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 the Annual Meeting. Therefore, broker “non‑votes” will have no direct effect on the outcome of any of the proposals. Abstentions will be considered present and voting and will have the effect 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 and employees may also solicit proxies by telephone, by fax or other electronic means of communication, or in person. None of our officers or employees will receive any extra compensation for soliciting your proxy. 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 of our Board at the time of the 2021 Annual Meeting attended the 20192021 virtual Annual Meeting.
How can 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 ChairmanChairperson of the Board, the chairpersonChair 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,1000 Chesterbrook Boulevard, Suite 2400, Chicago, Illinois, 60601.250, Berwyn, Pennsylvania 19312. Communication with the Board may be anonymous. The Secretary will forward all communications addressed to the Board, to the ChairpersonChair of the Audit Committee or the ChairpersonChair of the Nominating and Governance Committee, who will then determine when it is appropriate to distribute such communications to other members of the Board or to management.
Whom should I call if I have 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.
Proposals and Board of Directors (“Board”) Recommendations
| | | | | | | | |
Proposals: | Board recommendation: | For more information, see page: |
1. Election of two Class III directors to hold office until the 2025 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death | “FOR” each director nominee | 26 |
2. Approval, on an advisory basis, of 2021 executive compensation | “FOR” | 51 |
3. Ratification of the appointment of KPMG LLP as Envestnet’s independent registered public accounting firm for the fiscal year ending December 31, 2022 | “FOR” | 52 |
Our Board of Directors
Overview of Directors
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Board Committees: | |
Director | Age | Director Since | Independent | Audit | Compensation | Compliance and Information Security | Nominating and Governance | Strategy |
Luis Aguilar | 68 | 2016 | Y | | | ü | Chair | |
Ross Chapin | 69 | 2001 | Y | ü | ü | | | Chair |
William Crager* | 58 | 2020 | N | | | | | ü |
Gayle Crowell* | 71 | 2016 | Y | | ü | Chair | ü | |
James Fox | 70 | 2015 | Y | ü | Chair | | ü | ü |
Valerie Mosley | 62 | 2018 | Y | | | ü | ü | |
Gregory Smith | 58 | 2015 | Y | Chair | ü | | ü | ü |
*Director nominees for election at the 2022 Annual Meeting
Board Diversity
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. We believe that Envestnet’s Board of Directors represents the varied and multifaceted nature of the business environment in which the Company operates. Envestnet is committed to diversity of gender, ethnicity and race, including in leadership roles. Currently, 43% of our Board members are women and/or from ethnically or racially diverse backgrounds.
| | | | | | | | |
Women | Ethnic or Racial Diversity | Tenure |
29% | 29%* | 0-5 years: 29% |
6-10 years: 57% |
More than 10 years: 14% |
*Includes directors who self-identify as the following: one Black or African American and one Hispanic or Latino.
Board and Corporate Governance Highlights
The following are highlights of our corporate governance practices. Please see the section below entitled “Corporate Governance” for more information.
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 | 6 of 7 directors are independent | ü | Stock ownership requirements for directors and named executive officers (“NEOs”) |
ü | Board diversity in terms of gender, race, ethnicity and tenure that provides a range of viewpoints, skills and experience | ü | Regular executive sessions of independent directors |
ü | Regular Board and committee meetings | ü | Continuing education program for directors |
ü | Annual Board and committee self-evaluations | ü | Annual review of Chief Executive Officer (“CEO”) and Chairperson succession planning |
ü | Risk oversight by full Board and committees | ü | Code of Business Ethics and Conduct applicable to all directors, officers and employees |
ü | Policy on public company board service (number of additional public company boards of directors limited to three) | ü | Trading policy that prohibits short-term speculative transactions in hedging and, with limited exceptions, pledging Envestnet securities |
ü | Majority voting and director resignation policy in uncontested director elections | ü | Clawback Policy applicable to all Section 16 directors and officers |
ü | Board oversight of environmental, social and governance matters | | |
CORPORATE
Environmental, Social and Governance (“ESG”) Highlights
The following are highlights of our commitment to ESG matters. Please see the section below entitled “Environmental, Social 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 our communities and a mindful steward of the resources we consume and by investing in our employees. The Company has exemplified its commitment in many ways, including:
| | | | | |
ü | Partnered with not-for-profit charities Greenwood Project and Project Home to offer Envestnet internships for historically underrepresented students |
ü | Developed a global womens’ mentoring program that paired women in India and the U.S. to further develop their leadership skills. |
ü | Launched our Envestnet Diversity, Equity and Inclusion Executive Committee comprised of senior leaders who actively guide and champion Diversity, Equity and Inclusion (“DEI”) initiatives across four pillars – training, workforce diversity, professional development, and community impact |
ü | Created a unified approach to Employee Resource Groups: Envestnet Bridges, WIN under the IDEAS council to further promote workplace diversity and inclusion and building a welcoming environment |
ü | Curated a DEI learning path on LinkedIn Learning available to all Envestnet employees with courses ranging from Unconscious Bias and Privilege to Dealing with Internalized Microaggressions |
ü | Leveraged Envestnet Cares relationships to reach marginalized communities and provide education regarding financial literacy |
ü | Expanded the employee suite of benefits to include parental stipends for children under age 6, adoption and surrogacy benefits, college loan repayment support and paid parental leave |
Executive Compensation Highlights
The following are highlights of our executive compensation practices. Please see the section below entitled “Executive Compensation” for more information.
Our Compensation Committee believes that our compensation practices are key to furthering our compensation principles and ensuring sound governance practices. Our executive compensation practices include the following:
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ü | Pay for performance by basing a substantial part of NEO compensation on Company and individual performance, including performance stock units |
ü | Deliver the majority of NEO pay in the form of equity-based compensation |
ü | Require meaningful stock ownership (as a multiple of base salary) for NEOs |
ü | Retain an independent compensation consultant |
ü | Maintain a Clawback Policy on incentive awards |
ü | Conduct annual outreach with investors on matters including executive compensation and governance |
ü | Conduct annual say-on-pay advisory vote |
ü | Ensure good governance practices: no single trigger vesting on a change in control; no excise tax gross-ups; no supplemental executive retirement plan; no option repricing without prior shareholder approval; and no excessive perquisites |
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Overview
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 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 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. Additional information on our engagement with shareholders appears below under the section “Executive Compensation— Shareholder Engagement and 2021 Say-on-Pay Vote.”
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
The Envestnet Institute on Campus (“EIOC”) is a collaborative relationship between academia and firms in the wealth and asset management space. The EIOC, with 47 participating universities and colleges as of year-end 2021, offers students interested in developing a career in wealth management with a training regimen specifically designed to bridge the gap between academic knowledge and the application of this knowledge in the wealth and asset management industries. Since the EIOC’s inception in 2015, 7000 students have completed the program (of these students, 1,912 are female and 1,726 are minorities). Additionally, through “The Women’s Initiative Program” which started in 2017, 62 college mentees have been matched with dedicated industry professionals who are committed to informing, guiding and supporting their student mentees. Many of our employees have graduated from this key learning and development program. The program also supports industry hiring managers in identifying potential employees who are qualified for a career in financial services.
Envestnet | MoneyGuide University Program
In addition, through the Company’s Envestnet | MoneyGuide University Program, we partner with nearly 90 universities and colleges to incorporate technology into their financial planning programs by providing free access to MoneyGuide’s software platform. In 2021, approximately 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 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.
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.
Responsible Investing
Envestnet is committed to building an end-to-end sustainable investing solution set, with tools embedded into advisor workflows, empowering them to more comprehensively understand how client portfolios align with sustainable investment preferences. Providing access to sustainable investing is an important component of our financial wellness ecosystem, and a key element in building intelligent financial lives. We offer a wide range of capabilities, including portfolio analytics, investment solutions, manager research, overlay technology, reporting, education and thought leadership.
Envestnet has signed the Principles for Responsible Investment (“PRI”). The PRI is an independent investor initiative that has created a set of voluntary and aspirational set of investment principles that offer a menu of possible actions for incorporating ESG issues into investment practices. The goal of the PRI is to create more sustainable capital markets that contribute to a more prosperous world for all. The Principles were developed by an international group of institutional investors reflecting the increasing relevance of environmental, social and corporate governance issues to investment practices. In signing
the PRI, we as a service provider publicly commit to adopt and implement the principles, where consistent with our fiduciary responsibilities. We believe this 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 by empowering employees to make a positive impact. Envestnet is transforming the way financial advice and wellness are delivered. Our mission is to empower advisors and financial service providers with innovative technology, investment solutions, and data-driven intelligence to make financial wellness a reality for everyone. Envestnet is also committed to compassionate action. Our charitable focus embraces education, financial literacy, and helping those in need in the communities where we work and live. We achieve these goals by engaging in
multiyear partnerships through Signature Impact initiatives, annual giving to organizations highlighted by employees, and by multiplying the generosity of employees through a donation matching program. We remain committed to giving back and supporting those in need. Envestnet donated $1 million in 2021 to 504 organizations in the communities where we operate.
As part of our long-term commitment to eight organizations, Envestnet’s Signature Impact program has pledged approximately $2 million, including two initiatives in India.
Envestnet Cares
Through the Envestnet Cares initiative, the Company strives to make a positive philanthropic impact in our communities by fundraising, donating time, or leveraging digital and financial expertise. In addition to long-term partnerships with charitable organizations in the communities in which we do business, we encourage employees to volunteer by providing paid time off for volunteer activities and funding for employee volunteer events, and we match each personal gift by an employee to a registered charity up to $3,000 per year for each employee. In 2021 Envestnet matched $339,000 in employee charitable gifts to 464 organizations.
Reducing Our Impact on the Environment
Envestnet operates in a relatively low-carbon industry and understands the importance of doing our part to reduce our impact on the environment. In 2021 we continued to support employees flexible work schedule, allowing the majority of our workforce to continue to work remotely and reducing the Company’s energy usage and carbon emissions. While this initiative was implemented in the second quarter of 2020, the decision to decrease our footprint was made ahead of the COVID-19 pandemic. Additionally, we continue to explore ways to further improve operational effectiveness and decrease our energy usage and carbon emissions.
Diversity and Inclusion
At Envestnet, we believe that engaging, developing and supporting our employees is critical to our mission of providing the technology, solutions and intelligence to make financial wellness a reality for everyone. We encourage a workplace environment that is respectful, inclusive and open to new ideas and thinking. Envestnet’s Board regularly receives updates and presentations on key organization topics, including ESG, compliance, inclusion and diversity, employee education, development, and succession.
We value the creative ideas, innovative thinking and broader perspectives that come with a diverse workforce and we endeavor to foster a more inclusive and diverse company. Envestnet understands the value that this brings not just to employees, but to its overall business.
Fostering a productive, inclusive culture:
•Created an enterprise-wide strategic initiative dedicated to inclusion and diversity.
•Envestnet Bridges, the employee resource group, hosted monthly conversations on educational and inclusive topics such as Allyship, Understanding Language, and Racism -- Why Your Story Matters.
•Created an IDEAS Council composed of employees across the firm was created to provide high level guidance over all employee resource groups. They are responsible for the ideas to promote workplace diversity and inclusion focusing around building a welcoming environment.
•Leveraged Envestnet Cares relationships to reach marginalized communities and provide education regarding financial literacy.
•Curated a DEI learning path on LinkedIn Learning available to all Envestnet employees with courses ranging from Unconscious Bias and Privilege to Dealing with Internalized Microaggressions.
•Updated recruitment plans to include additional diverse national partners and educational institutions.
•Envestnet’s WIN continued their efforts to better understand how we can use our internal strengths and experiences to help women develop to their fullest potential by providing greater focus on and support for women. WIN gives women
tools, training, and networking connections to advance in their careers and build a platform for them to succeed. WIN strives to empower and educate women of all ages and backgrounds both internally at the Company and in our communities.
•Developed a global women’s mentoring program that paired women in India and the U.S. to further develop their leadership skills.
•Launched the second cohort of our Envestnet Delegates Program to provide leadership development opportunities for high-potential employees to grow their strategic insight and subject-matter expertise by working in other disciplines across the business.The program doubled the number of participants from the first cohort.
•Added LinkedIn Learning as an e-learning resource with a digital library with over 16,000 courses covering technical, business, software and creative topics.
•Support the Black Wharton Undergraduate Association as a Silver Donor.
•Continued partnership with the Greenwood Project, which connects Black and Latinx students to internships within the Financial Services Industry.
•Partnered with the University of Delaware Women’s Leadership to launch two successful virtual cohorts in 2021. The program emphasizes advancing women in their leadership journey.
•Launched our Envestnet Diversity, Equity and Inclusion Executive Council in 2021, comprised of senior leaders who actively guide and champion DEI initiatives across four pillars – training, workforce diversity, professional development, and community impact.
•Became the inaugural ambassador for Money Management Institute, an organization with a mission to prepare under-represented talent for the FinTech industry.
•Added partnership with Project Home, which empowers adults, children and families to break the cycle of homelessness and poverty.Envestnet offers internships to Project Home students.
•Created a Gender Transitioning & Gender Affirmation in the Workplace guide to create a safe and respectful workplace for all members of our community including those of all gender identities and expressions.
Envestnet is committed to supporting and developing our employees and fostering a work environment in which all individuals are treated with respect and dignity. We believe in the importance of promoting diversity and inclusion in the workplace, and we are committed to equal opportunity for employees in all aspects of employment and believe that all individuals should have the opportunity to succeed. We are focused on being an employer of choice for all talent, where employees can feel like they belong. As a company, we strive to embed diversity, inclusion and accessibility into the way we do business every day. We continue to invest significant time and effort toward executing diversity and inclusion best practices.
We believe a diverse and inclusive environment fosters innovation, creativity and productivity, which is key to our success. We are committed to hiring and retaining employees from all races, ethnicities, genders, abilities, backgrounds, experiences and locations. In addition, we have policies that seek to provide equal treatment and are dedicated to providing a safe and healthy working environment for all employees, as discussed below in the section entitled “Code of Business Conduct and Ethics.”
Supporting Our Employees
In order to attract and retain top talent in our highly competitive industry, Envestnet provides competitive base pay and recognizes exceptional work in many ways including through the provision of rewards such as annual bonus consideration and long-term equity incentive grants.
In addition, we offer a comprehensive suite of benefits designed to support the professional and personal well-being of our employees. Envestnet’s total rewards package provides benefits such as 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 match; student debt repayment; college scholarship plans for employees’ children; adoption assistance, discount programs; paid time off, including volunteer days and parental leave for the birth or adoption of a child; military leave with pay differential; and pet benefits. In general, all employees are eligible for these benefits.
All U.S.-based, full-time employees also receive nine paid holidays, a minimum of three weeks paid time off, three floating holidays, and three paid volunteer days per year. India-based employees receive standard health and welfare benefits, as well as additional family medical coverage, an internet stipend, and free transportation home from late shifts. Envestnet supports our employees’ physical and mental health with a no-cost Wellness Program; and provides legal, financial, and work-life solutions with our Employee Assistance Program.
In most of our major offices, we provide membership to on-premises gym facilities and offer discounts for gym memberships, weight loss programs and other fitness-related activities outside of the office and we have collaborated with third parties for well-being solutions. We also offer 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.
CORPORATE GOVERNANCE
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‑OxleySarbanes-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. The Board also reviews regularly our governance 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. We have adopted Corporate Governance Guidelines covering issues such as executive sessions of the Board, director qualification standards, including independence, director responsibilities, and Board self‑evaluations.self-evaluations. We have also adopted a Code of Business Conduct and Ethics for our employees and directors and charters for each of our Audit, Compensation, Nominating and Governance, Compliance and Information Security and Strategy Committees. A copyCopies of our governance documents, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and each committee charter, isare available on our website located at www.envestnet.com and you can view and print these documents by accessing our website, then clicking onunder “Investor Relations,” followed by “Corporate Governance.” In addition, youRelations—Governance —Governance Documents” or may request copies of the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the committee chartersbe requested by contacting our Corporate Secretary via telephone at (312) 827‑2800,827-2800, facsimile at (312) 621-7091 or e‑maile-mail at corpsecy@envestnet.com.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 proxystatement.
Leadership Changes
FollowingAnil Arora resigned from the unexpected and sudden passing of our former Chairman and CEO Judson Bergman, ourBoard effective October 28, 2021.
The Board of Directors implemented Envestnet’s emergency succession plan. Effective October 3, 2019,
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 practicesrelated to ESG matters. 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.
Envestnet holds regular Board meetings that last approximately two days each. In addition, our Board appointed William Crager as interim CEOholds an annual business review meeting to assess specific areas of our operations and Ross Chapin,to learn about general trends affecting the wealth management industry. The Company provides our lead independent director since 2015, asdirectors with the interim Chairman of Envestnet’sopportunity to attend continuing education programs.
The Board of Directors.
Effective March 30, 2020, our Board appointed Mr. Crager as Envestnet’s Chief Executive Officer and as a member of
usually meets seven times per year in regularly scheduled meetings but will meet more often if necessary. From time to time, the Board of Directors. The Board’s decision was basedholds telephonic sessions 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,various topics. During 2021, the Board appointed Stuart DePina, Chief Executive, Envestnet Data & Analytics, as Presidentmet thirteen times, including through telephonic sessions. All of Envestnet. Also effective March 30, 2020,our directors attended at least 75% of the Board appointed James Fox as Chairmanaggregate number of meetings of the Board and Charles Roame as Vice Chairmanthe standing committees on which they served during the year ended December 31, 2021.
Director Independence
In February 2021, our Board determined that the following directors are independent under the listing standards of the Board. WithNYSE: Luis Aguilar, Ross Chapin, Gayle Crowell, James Fox, Valerie Mosley and Gregory Smith. Mr. Crager is not considered an independent director because he is our CEO. In making its determination of independence, the appointmentBoard applied the categorical standards for director independence set forth in the NYSE’s rules and 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 and Mr. Fox, as a non-executive Chairmanthe members of our Audit Committee, satisfy the audit committee independence requirements of Rule 10A-3 of the Board,Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that Mr. Fox, Mr. Chapin, no longer serves as lead independent director.
Corporate Governance HighlightsMs. 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. James Fox, our Chairman,Chairperson, is the presiding director for executive sessions of independent directors.
Board Leadership Structure
The Nominating and Governance Committee of our nine directors are independent. Mr. CragerBoard evaluates the Board’s leadership structure on a regular basis.
The Company’s by-laws and Corporate Governance Guidelines do not require the separation of the positions of the Chairperson and the CEO. The Corporate Governance Guidelines permit the Board to determine the most appropriate leadership structure for the Company at any given time and give the Board the 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 not consideredbest able to provide for appropriate management and leadership of the Company as circumstances warrant.
At present, the Board has determined that separating the positions of CEO and Chairperson is the most appropriate leadership structure for the Company. The Board believes that separating the positions allows our CEO to focus on strong executive leadership and the day-to-day operational, financial and performance matters vital to Envestnet’s business and the Chairperson to focus on leading the Board in providing independent oversight of management. James Fox has served as an independent director because he issince 2015 and as our CEO. Mr. Arora is not considered anChairperson of the Board since March 30, 2020. The Chairperson’s responsibilities include, among other things: presiding over all meetings of the Board and executive sessions of the independent director because he was an executive officerdirectors; presiding over meetings of shareholders; serving as a liaison between management of the Company withinand the last three years.
Only independent directors may serve onBoard; and discussing with the AuditCEO agendas for Board meetings and Compensation Committees. In addition, a majorityinformation to be provided to the Board. Other responsibilities of the directors that serve onChairperson are determined by the Nominating and Governance,Board from time to time.
Committees of the Board
Our Board has five standing committees: an Audit Committee, a Compensation Committee, a Compliance and Information Security Committee, a Nominating and Governance Committee and a Strategy Committees must be independent. Currently, each committeeCommittee.
Audit Committee
The Audit Committee provides oversight of the integrity of our Board is composed entirelyfinancial 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 directors.registered public accounting firm KPMG.
Our Audit Committee hires, determines the compensation of, and decides the scope of services performed by our independent registered public accounting firm. In addition, noNo 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 evaluatesOnly independent directors may serve on the performanceAudit Committee. The Board has determined that each member of the CEO based on corporate goals and objectives and, with the other independent directors, sets the CEO’s compensation. 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, 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 of meetings of the Board and committees of the Board of which they were a member held while they were in office during the year ended December 31, 2019.
Director Independence
In February 2020, our Board determined that the following directors are independent under the listing standards of the NYSE: Luis Aguilar, Ross Chapin, Gayle Crowell, James Fox, Valerie Mosley, Charles Roame, and Gregory Smith. In making its determination of independence, the Board applied the categorical standards for director independence set forth in the NYSE’s rules and therefore determined 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, the members of our Audit Committee satisfysatisfies the applicable 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.
The Committees of the Board
Our Board has five standing committees: an Audit Committee, a Compensation Committee, a Compliance and Information Security Committee, a Nominating and Governance Committee, and a Strategy Committee.
The Audit Committee
The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, the system of internal controls, the audit process, the performance of our internal audit program, and the performance, qualification, and independence of the independent registered public accounting firm KPMG.
The Audit Committee is composed entirely of independent directors, 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)(Chair), Mr. Chapin Mr. Fox, and Mr. Roame.Fox.
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”.Directors.”
The Audit Committee held eightsix meetings during 2019.2021. 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, the Chief 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 2019,2021, the Audit Committee met or had an opportunity to meet in executive session (i.e., without management present) with representatives of KPMG to discuss the results of KPMG’s work.
The
Compensation Committee
The Compensation Committee has responsibilityis responsible for evaluating the performance of the CEO based on corporate goals and senior managementobjectives and, determining executive compensation in conjunction with the other independent directors.directors, sets the CEO’s compensation. The Compensation Committee also worksevaluates the performance of our senior management and determines executive compensation. Additionally, the Compensation Committee reviews and make 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 succession planning.
the Compensation Committee. The Board has determined that each member of the Compensation Committee is composed entirely of independent directors, as defined bysatisfies the NYSE listing standards, who also satisfy the additionalapplicable compensation committee independence requirements specific to compensation committee members set forth inof the NYSE listing standards.NYSE.
The members of the Compensation Committee are currently Mr. Fox (Chairperson)(Chair), Mr. Chapin, Ms. Crowell and Mr. Smith.
The Compensation Committee held sevensix meetings during 2019.2021.
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.
TheA majority of the directors that serve on the Compliance and Information Security Committee must be independent. The current committee is composedcomprised entirely of independent directors,directors; prior to his resignation, Mr. Arora was not considered independent due to his role as defined byan executive officer within the NYSE listing standards.prior three years.
The members of the Compliance and Information Security Committee are Ms. Crowell (Chairperson)(Chair), Mr. Aguilar, and Ms. Mosley and Mr. Roame.Mosley.
The Compliance and Information Security Committee held fourfive meetings during 2019.2021.
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, assessing and recommending corporate governance guidelines. The Nominating and Governance Committee also hasreviews at least annually the responsibility to review and make recommendations toCompany’s charitable giving, including the full Board regarding director compensation.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, also worksin 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 CEOdirectors that serve on succession planning.
Thethe 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.
The members of the Nominating and Governance Committee are Mr. Roame (Chairperson)Aguilar (Chair), Mr. Aguilar, Ms. Crowell, Mr. Fox, Ms. Mosley and Mr. Smith.
The Nominating and Governance Committee held fourfive meetings during 2019.2021.
The Strategy Committee
From time to time prior to December 2019, the Board had utilized an ad hoc strategy committee to provide oversight of the Company’s overall business strategy and strategic initiatives. In December 2019, the Board made the Strategy Committee a standing committee of the Board. The Strategy Committee reviews and provides guidance to the management team and the Board with respect to the Company’s overall business strategy and strategic initiatives. The Strategy Committee’s responsibilities include review with,Committee reviews and recommendations to, management and the Board regarding the development, adoption, modification, and implementation of the Company’s strategic plan. The Strategy Committee also has the responsibility to review and makemakes recommendations to the Board regarding specific strategic initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances. TheA majority of the directors that serve on the Strategy Committee is composed entirely of independent directors, as defined by the NYSE listing standards.must be independent.
The members of the Strategy Committee are Mr. Roame (Chairperson),Chapin, Mr. Chapin,Crager, Mr. Fox and Mr. Smith.
The Strategy Committee held seven meetings during 2021.
Succession Planning
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 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.
We are committed to the development of employees through the global performance management process, agile career progressions and virtual/online training programs which provide opportunities for feedback, learning and growth across our organization. Envestnet’s talent management efforts create an internal pipeline for future leaders, offering employees opportunities to develop skills and achieve career aspirations. Internal and external training is complemented by several Company programs which ensure that employees with diverse backgrounds and perspectives participate in enterprise project challenges, engage in strategic efforts and benefit from training and professional coaching.
Code of Business Conduct andEthics
We have adopted a Code of Business Conduct and Ethics (“Code of Conduct”) applicable to all directors, officers, and employees that sets forth basic principles to guide their day‑to‑day activities. The Code of Conduct sets forth Envestnet’s firm commitment to equal opportunity for employees in all aspects of employment and intolerance of discrimination or harassment of any kind. Envestnet is also committed to fostering a work environment in which all individuals are treated with respect and dignity and prohibits, among other things, any act which may create a dangerous situation. The Code of Conduct also 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 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 reporting confidentially and anonymously 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.
Board Oversight of Risk
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 is 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.
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 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 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 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 wide-ranging mix of knowledge, experience, skills and backgrounds. 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. 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; diversity contributed to the Board in terms of gender, race, ethnicity, age and experience and any other attributes 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 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. 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 appointment to the Board is directed to take into account, these attributes and the current composition of the Board (including diversity with respect to gender, race, ethnicity, age and experience). 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., 1000 Chesterbrook Boulevard, Suite 250, Berwyn, Pennsylvania 19312. No person recommended by a shareholder will become a nominee for director and be included in a 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, 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 2022 Annual Meeting.”
Restrictions on Short-term Speculative Transactions, Hedging and Pledging
Short-Term Speculative TransactionsDirector Self-Evaluations
The Board and Hedgingeach 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.
We consider it improperThe results of the self-evaluation are reviewed by the Nominating and inappropriateGovernance 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 officers, employees, consultantsfrom various sources. When reviewing candidates’ qualifications, the Nominating and temporary contract workers (whom we refer toGovernance Committee considers the relevance of their experience and background 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 saleswell as their independence, judgment, understanding of our securities (salesbusiness or other related industries and such other factors as the Nominating and Governance Committee determines are relevant in light of securitiesthe 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 are not then owned),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 “sales against the box” (sales with delayed delivery)extent to which the current composition of the Board reflects a wide-ranging mix of knowledge, experience, skills and backgrounds. The skills and backgrounds collectively represented on the Board should reflect the varied and multifaceted nature of the business environment in transactions inwhich 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 options on our securities (suchcompany; performance as puts, callsa member of the Board; understanding of the Company’s business; education and professional background, including current employment and other derivative securities) on an exchange orBoard memberships; reputation for integrity; diversity contributed to the Board in terms of gender, race, ethnicity, age and experience and any other organized market. Weattributes 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 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. 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 appointment to the Board is directed to take into account, these attributes and the current composition of the Board (including diversity with respect to gender, race, ethnicity, age and experience). In determining whether to recommend a director for re‑election, the Nominating and Governance Committee also only allow “standing orders”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 brief perioddescription of time.the specific experiences that each such individual brings to our Board.
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, 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 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 and directors’s 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 means to obtain liquidity rather than achieving it 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 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 liquidity and encourages them to retain substantial ownership of our securities.
Board Leadership Structure
Shareholder Recommendations and Nominations of Director Candidates
The Nominating and Governance Committee of our Board evaluateswill consider a shareholder’s recommendation for directors by following substantially the Board’s leadership structure on a regular basis.
The Company’s By-lawssame process and applying substantially the Corporate Governance Guidelines do not requiresame criteria as for candidates recommended by other sources, but the separation of the positions of the Chairman and the CEO. The Corporate Governance Guidelines permit the Board 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 serve 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 of the Company’s strategy. The Board also felt that the combined roles of Chairman and CEO were appropriately balanced by the designation of a lead independent director, Mr. Chapin. Mr. Chapin’s responsibilities as lead independent director included, among other things, presiding over all executive sessions of the non‑employee directors, where non‑employee directors meet outside the presence of the management directors, presiding at all other meetings of the Board at which the Chairman was not present, serving as a liaison between the Chairman and the independent directors and discussing with the Chairman all information sent to the Board, including meeting agendas.
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 of the Company under the interim CEO 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
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 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.
The Compensation Committee assesses our 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; 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 business 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 associatedhas 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 general corporate governancethe biographical and succession planning.
The Compliance and Information Security Committee reviews potential riskbackground materials set forth in Section 5.2 of our by-laws related to regulatory compliance requirementsdirector nominations. Shareholder recommendations for directors should be mailed to: Corporate Secretary, Envestnet, Inc., 1000 Chesterbrook Boulevard, Suite 250, Berwyn, Pennsylvania 19312. No person recommended by a shareholder will become a nominee for director and reviewsbe included in a proxy statement unless the Nominating and assessesGovernance 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 regulatory compliance programs. The Complianceby‑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 2022 Annual Meeting.”
Restrictions on Short-term Speculative Transactions, Hedging and Information Security Committee also reviewsPledging
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’scandidates’ 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 diversewide-ranging mix of knowledge, experience, skills and backgrounds. The skills and backgrounds collectively represented on the Board should reflect the diversevaried and multifaceted 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;diversity contributed to the Board in terms of gender, race, ethnicity, age and experience and any other factorsattributes 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 canof 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, using itsjudgment. Although the Board does not have a specific policy regarding diversity, of experience. Anythe Board takes into account, and 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.take into account, these attributes and the current composition of the Board (including diversity with respect to gender, race, ethnicity, age and experience). 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 nominee for director and be included in a 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, 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 20212022 Annual Meeting.”
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, 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 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, 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 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’ and directors’ personal assets. As a result, situations may arise in which using Envestnet securities as collateral for financial obligations or holding Envestnet securities in a margin account is a preferable means of obtaining liquidity than 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 and liquidity, encouraging retention of substantial ownership of our securities.
Related Party Transaction PolicyPolicies and Procedures
Our Board has adopted a written policy regarding review and approval of any Related Party transactions policy.transactions. This policy applies to any transaction, arrangement or relationship in 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, 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 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 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, 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 as a director of another corporation or organization that is a party to the transaction;
•Transactions in which the Related Party’s interest derives solely from his or her ownership of less than 10% of the equity interest 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 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; and
•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
In June 2021, Envestnet entered into a Simple Agreement for Future Equity (a “SAFE”) with Upward Wealth Inc. (d/b/a BrightUp) (“BrightUp”), a company founded and wholly-owned by Valerie Mosley, one of our directors, to democratize financial wealth-building and personal well-being through providing financial advice to historically underserved markets, including low income and minority investors. Pursuant to the SAFE, Envestnet agreed to invest $250,000 in BrightUp as part of a round of early stage financing. The other investors in the financing, including both institutional and individual investors, all invested on the same terms as Envestnet. The investment in BrightUp was approved by the Company’s Audit Committee under the procedures described above under “—Related Party Transactions.Transaction Policy and Procedures.” In approving the investment, the Audit Committee considered that the terms on which Envestnet was investing were identical to all other investors in the financing and BrightUp’s mission of bringing wealth-building services to underserved communities.
Under the SAFE, in the event BrightUp completes an equity financing (defined as a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which BrightUp sells preferred stock at a fixed valuation), all of the SAFE Investors’ investment in BrightUp will convert into shares the of preferred stock issued at a 10% discount to the valuation in such equity financing. If there are certain liquidity events, including a sale of BrightUp, prior to an equity
financing, all of the SAFE Investors’ investment in BrightUp will be entitled to an amount equal to the greater of their original investment and their percentage interest in BrightUp. In the event of a dissolution of BrightUp prior to a liquidity event, all of the SAFE Investors’ investment in BrightUp will be treated junior to any indebtedness of BrightUp, on a parity with any preferred stock of BrightUp and junior to any common stock of BrightUp.
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. 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.
Delinquent Section 16(a) Reports
Our executive officers (as that term is defined under Section 16 of the Exchange Act), directors and directors10% beneficial owners are subject to the reporting requirements of Section 16 of 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 of our executivesuch officers, directors and directors10% beneficial owners complied with all filing requirements imposed by Section 16(a) of the Exchange Act on a timely basis during fiscal year 2019.2021. Due to an administrative error, (1) Messrs. Arora, Grinis, MayerCrager and Thomas and Ms. O’BrienDePina were each late in filing a Formform 4 to report our withholdingthe award of shares of common stock to satisfy their tax withholding obligations
in connection with a vesting of restrictedperformance stock units and (2) Mr. AroraCooper was late in filing an additional Forma form 4 to report the forfeitureaward of restricted stock units in connection with his stepping down as our Vice Chairman and Chief Executive of Envestnet | Yodlee.units.
DIRECTOR COMPENSATION
OurThe Compensation Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the full Board with respect to the compensation of our independent directors annually. The Board evaluates these recommendations and makes a final determination on the compensation of our directors.
For fiscal 2021, our non-employee directors receive an annual retainer of $190,000. Directors receive $50,000 of the annual retainer in cash and the remaining $140,000 in restricted stock units. The non-employee members of the Board are also entitled to the following additional annual retainers: $75,000 for the Chairperson of our Audit Committee receives an additional annual retainer of $25,000. The Chairpersons of our other committees receive an additional annual retainer of $20,000. The former lead independent director received an additional annual retainer ofthe Board; $30,000 for his service as lead independent director in 2019. All non-Chairpersonthe 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 ChairpersonChair or as a member are paid 25% in cash and 75% in restricted stock units.
Anil Arora stepped down as Vice Chairman All non-employee directors receive an initial equity grant of Envestnet and Chief Executive$100,000 of Envestnet | Yodlee effective March 1, 2019 and continues to serve as a director on ourrestricted stock units upon joining the 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 unitsyear 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 directors are made pursuant to ourthe Envestnet, Inc. 2010 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.
As a result of an analysis by our independent consultant of the current competitiveness of Director compensation, effective for fiscal 2022, the equity component of the Board retainer has been increased from $140,000 to $165,000 and the additional annual retainer for the Chairperson of the Board has been increased from $75,000 to $90,000.
During 2021 the Compensation Committee engaged Willis Towers Watson US LLC (“WTW”), the Committee’s independent consultant, to provide advice and information regarding executive compensation, including to evaluate the competitiveness of Director compensation. During fiscal 2021, the aggregate fees paid to WTW for services related to executive compensation were approximately $270,000. In fiscal 2021, WTW also was retained by management to provide services unrelated to executive compensation for advice regarding human resource related matters. The aggregate fees paid for those other services in fiscal 2021 were approximately $210,000. All additional services performed by WTW were approved by management 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 - 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 $300,000. Directors have four years to come into compliance with the ownership guidelines.
Director Compensation Table
The following table sets forth the compensation paid to our non-employee directors exceptin 2021. Mr. Crager, our CEO, receives no additional compensation for his service as a director.
| | | | | | | | | | | | | | | | | | | | | | | |
Name | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | Total ($) |
Luis Aguilar | | 59,500 | | | | 172,281 | | | 231,781 | |
Anil Arora | | 48,554 | | | | — | | | 48,554 | |
Ross Chapin | | 61,000 | | | | 199,272 | | | 260,272 | |
Gayle Crowell | | 62,000 | | | | 183,105 | | | 245,105 | |
James Fox | | 85,000 | | | | 234,698 | | | 319,698 | |
Valerie Mosley | | 57,000 | | | | 167,782 | | | 224,782 | |
Gregory Smith | | 67,500 | | | | 196,250 | | | 263,750 | |
(1) Represents the aggregate cash portion of annual retainers, Board Chair retainer, committee Chair retainers, member committee fees and additional meeting fees. Mr. Arora in 2019. Mr. Arora was an NEOresigned from the Board effective October 28, 2021 and received pro-rata fees for 2019 and his 2019 compensation is presented in the summary compensation tables included elsewhere in this proxy statement. service during fiscal year 2021.
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| | | | | | | | | | | | |
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, 201911, 2021 with a fair market value of $61.40.$70.29 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 Awards
Outstanding Equity Awards
As of December 31,
2019,2021, the following
unvestedequity awards were outstanding for each non-employee director
except Mr. Arora whose outstanding unvested awards are set forth in
the 2019 Outstanding Equity Awards at Fiscal Year-End table included elsewhere in this proxy statement:2021: |
| | | | | | | | |
Luis Aguilar | 1461,745 |
| | options |
| 2,4172,451 |
| | restricted stock units |
Anil Arora | 2,500 | | | options |
| — | | | restricted stock units |
Ross Chapin | 48828,469 |
| | options |
| 2,9492,835 |
| | restricted stock units |
Gayle Crowell | 1461,745 |
| | options |
| 2,5522,605 |
| | restricted stock units |
James Fox | 4588,082 |
| | options |
| 2,7723,339 |
| | restricted stock units |
Valerie Mosley | — |
| | options |
| 1,2992,387 |
| | restricted stock units |
Gregory Smith | 4548,038 |
| | options |
| 2,8792,792 |
| 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 FoxGayle Crowell to each serve a three-year term to expire at the annual meeting in 2023 or, in each case,2025 and until histheir successor is duly elected and qualified or until histheir earlier resignation, removal, deathincapacity or incapacity.death. 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.
NomineeNominees for election for a term expiring in 20222025 (Class III)
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| | | | |
William Crager | Mr. Crager, age 56,58, serves as our Chief Executive Officer.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 an MA from Boston University and a BA from Fairfield University, with a dual major in economics and English. |
| |
| Mr. Crager’s qualifications to serve on our Board include his extensive familiarity with the financial services industry acquired through his 20 years with the Company and his prior work experience. |
Nominees for election for a term expiring in 2023 (Class II) |
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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. |
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| 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. |
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| 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. |
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| Mr. Aguilar’s qualifications to serve on our Board include his experience as an SEC Commissioner and his extensive experience in corporate, securities and compliance matters, especially as they apply to investment advisors, investment companies and broker-dealers. |
| |
Ross Chapin | Mr. Chapin, age 67, has served as a member of our Board since 2001. In October 2018, Mr. Chapin retired as a Managing Director of Parametric Portfolio Associates LLC, a provider of structured portfolio management, which he joined as a senior executive in October 2005. Prior to Parametric, Mr. Chapin co‑founded Orca Bay Partners, a private equity firm, in 1998. Mr. Chapin received an MBA from Columbia University in finance and accounting, and has an undergraduate degree from Denison University. |
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| 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. |
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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. |
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| 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. |
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| 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
|
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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. |
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| Ms. Mosley’s qualifications to serve on the Board include her experience in the wealth management business. |
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Charles Roame | Mr. Roame, age 54, has served as a member of our Board since 2011 and Vice Chairman of the Board since March 2020. Mr. Roame is a private investor and advisor to dozens of worldwide CEOs in the financial services and fintech markets. Mr. Roame also serves as a board member at Edelman Financial Engines (and the related affiliates of Hellman & Friedman, which own 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. |
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| Mr. Roame’s qualifications to serve on our Board include his experience as an advisor in the wealth management and fintech industry, including in the area of corporate strategy. |
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Gregory Smith | Mr. Smith, age 56, has served as a member 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 Fellow by the National Association of Corporate Directors. |
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| 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. |
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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. |
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| 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. |
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Gayle Crowell | Ms. Crowell, age 69,71, 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.company serving the technology and life sciences sectors and GTreasury, a fully integrated cash and risk management solution providing strategic treasury management. Ms. Crowell received an undergraduate degree in education from the University of Nevada at Reno. |
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| Ms. Crowell’s qualifications to serve on our Board include her experience as a senior executive and in the technology industry. |
Directors whose terms of office will continue after this meeting
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Directors whose terms expire in 2023 (Class II) |
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Luis Aguilar | Mr. Aguilar, age 68, 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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 advisers, investment companies and broker-dealers. |
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Ross Chapin | Mr. Chapin, age 69, has served as a member of our Board since 2001. In October 2018, Mr. Chapin retired as a Managing Director of Parametric Portfolio Associates LLC, a provider of structured portfolio management, which he joined as a senior executive in October 2005. Prior to Parametric, Mr. Chapin co‑founded Orca Bay Partners, a private equity firm, in 1998. Mr. Chapin received an MBA from Columbia University in finance and accounting and has an undergraduate degree from Denison University. |
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| 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. |
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James Fox | Mr. Fox, age 70, has served as a member of our Board since February 2015 and Chairperson 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. |
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| 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. |
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| 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 term expire in 2024 (Class I)
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Valerie Mosley | Ms. Mosley, age 62, has served as a member of our Board since October 2018. Ms. Mosley is the founder and Chief Executive Officer of Upward Wealth Inc., a fintech platform d/b/a BrightUp, created to democratize financial wealth-building and personal well-being. Ms. Mosley is CEO of Valmo Ventures, a company that creates, advises, and invests in companies, assets, and efforts that have significant potential to add value to both investors and 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., DraftKings, and Eaton Vance Funds. Ms. Mosley received her MBA from the University of Pennsylvania and an undergraduate degree from Duke University. |
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| Ms. Mosley’s qualifications to serve on the Board include her experience in the wealth management business. |
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Gregory Smith | Mr. Smith, age 58, 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 Chairman of the Church Mutual Holding Company, Inc. (f/k/a the 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 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 Fellow by the National Association of Corporate Directors. |
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| 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. |
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Security Ownership of Management
The following table sets forth, as of March 16, 2020,21, 2022, 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 | Name | | Shares Held | | Options Exercisable within 60 Days (1) | | Unvested RSUs Vesting within 60 Days | | Total Beneficial Ownership | | Beneficial Ownership Percentages |
Judson Bergman (2) | | — |
| | — |
| | — |
| | — |
| | — |
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William Crager (3) (4) | | 251,299 |
| | 107,365 |
| | 1,434 |
| | 360,098 |
| | * |
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Scott Grinis | | 37,901 |
| | 17,667 |
| | 559 |
| | 56,127 |
| | * |
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William Crager (2) (3) | | William Crager (2) (3) | | 307,756 | | | 50,585 | | | — | | | 358,341 | | | * |
Peter D’Arrigo | | 61,291 |
| | 55,130 |
| | 963 |
| | 117,384 |
| | * |
| Peter D’Arrigo | | 105,722 | | | 34,935 | | | — | | | 140,657 | | | * |
Anil Arora (5) | | 27,441 |
| | 20,000 |
| | — |
| | 47,441 |
| | * |
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Stuart DePina | | Stuart DePina | | 72,023 | | | 1,565 | | | — | | | 73,588 | | | * |
Shelly O’Brien | | Shelly O’Brien | | 34,546 | | | 8,931 | | | — | | | 43,477 | | | * |
Luis Aguilar | | Luis Aguilar | | 16,235 | | | 1,745 | | | — | | | 17,980 | | | * |
Ross Chapin | | 47,020 |
| | 30,517 |
| | 225 |
| | 77,762 |
| | * |
| Ross Chapin | | 59,492 | | | 23,192 | | | — | | | 82,684 | | | * |
Charles Roame (6) | | 17,255 |
| | 24,940 |
| | 185 |
| | 42,380 |
| | * |
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Gayle Crowell (7) | | 8,775 |
| | 1,745 |
| | 133 |
| | 10,653 |
| | * |
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Gayle Crowell (4) | | Gayle Crowell (4) | | 13,732 | | | 1,745 | | | — | | | 15,477 | | | * |
James Fox | | James Fox | | 22,339 | | | 8,082 | | | — | | | 30,421 | | | * |
Valerie Mosley | | Valerie Mosley | | 6,749 | | | — | | | — | | | 6,749 | | | * |
Gregory Smith | | 18,106 |
| | 8,038 |
| | 216 |
| | 26,360 |
| | * |
| Gregory Smith | | 20,898 | | | 8,038 | | | — | | | 28,936 | | | * |
James Fox | | 15,725 |
| | 8,082 |
| | 219 |
| | 24,026 |
| | * |
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Luis Aguilar | | 11,532 |
| | 1,745 |
| | 133 |
| | 13,410 |
| | * |
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Valerie Mosley | | 4,362 |
| | — |
| | — |
| | 4,362 |
| | * |
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Stuart DePina | | 80,453 |
| | 1,565 |
| | 938 |
| | 82,956 |
| | * |
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Josh Mayer | | 22,462 |
| | 30,085 |
| | 559 |
| | 53,106 |
| | * |
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All Directors and Executive Officers as a Group | | 914,461 |
| | 389,111 |
| | 6,404 |
| | 1,309,976 |
| | 2.44 | % | All Directors and Executive Officers as a Group | | 659,492 | | | 138,818 | | | — | | | 798,310 | | | 1.44 | % |
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.
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 2019,2021, Envestnet’s compensation program received support from approximately 98%97% of votes cast. Due to thecontinued 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.
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 alignment of our executive compensation program with the Envestnet business strategy.
As noted, our guiding principles form the basis for our executive compensation program which is structured as follows.
The performance metrics used in our incentive plans have been selected given their clear alignment with our strategic priorities.
Our Compensation Committee believes that our compensation practices are key to furthering our compensation principles and ensuring sound governance practices.
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 the first quarter of each year, the Compensation Committee and management consider the performance for the prior fiscal year when determining annual cash bonuses as well as equity awards for the NEOs. The equity awards granted in the first quarter of each year are made for performance in the prior year and therefore the equity awards granted in 20202022 are considered part of 20192021 compensation.