UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.     )


Filed by the Registrant ☒
Filed by a party other than the Registrant ☐

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


MeridianLink, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
☒    No fee required
☐    Fee paid previously with preliminary materials
☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11





















meridianlogo_blackxfinal20.jpgml-logoxblack_1000.jpg






























20222023
Notice of Annual Meeting of Stockholders
and Proxy Statement



NOTICE OF 20222023 ANNUAL
MEETING OF STOCKHOLDERS
DATE & TIME
Thursday, June 9, 20228, 2023
10:00 a.m., Pacific Time

LOCATION
Via Webcast @
www.virtualshareholdermeeting.com/MLNK2022MLNK2023

RECORD DATE
April 13, 202212, 2023
ITEMS OF BUSINESS
01    To elect three Class III directors
02    To ratify the appointment of BDO USA, LLP as MeridianLink’s independent registered public accounting firm for the fiscal year ending December 31, 20222023
03    To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof



HOW TO VOTE
Internet:Telephone:Mail:During the Meeting:
www.proxyvote.com1-800-690-6903 or the number on your voting instruction formMark, sign, date, and return your proxy card
See page 3033 for details to vote during the meeting @ www.virtualshareholder
meeting.com/MLNK2022MLNK2023

Your vote is important to us.You are invited to attend the 20222023 Annual Meeting of Stockholders, or the Annual Meeting. Whether or not you expect to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in this proxy statement. For specific instructions on how to vote, please refer to the Notice of Internet Availability you received in the mail, the section titled “Voting Information” beginning on page 3134 of this proxy statement, or, if you requested to receive printed proxy materials, your enclosed proxy card or voter instruction form.

The Annual Meeting will be held entirely in virtual format. While you will not be able to attend the meeting at a physical location, we have endeavored to offer stockholders the same rights and opportunities to participate as they would have in-person. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the virtual meeting.

To attend, vote, and submit questions during the meeting, visit www.virtualshareholdermeeting.com/MLNK2022MLNK2023 and enter the 16-digit control number included on your Notice of Internet Availability, proxy card, or voting instruction form. For additional information, see “Participating in the Annual Meeting” beginning on page 3033.

The Notice of Internet Availability containing instructions on how to access this proxy statement and form of proxy card were first mailed on or about April 27, 2022.26, 2023.

By order of the Board of Directors,

nvsignature.jpg
Nicolaas Vlok
Chief Executive Officer
April 27, 202226, 2023


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 9, 2022:8, 2023:
This notice of annual meeting, proxy statement, and annual report on Form 10-K for the year ended December 31, 2021,2022, are available at www.proxyvote.com or on the Securities and Exchange Commission’s, or SEC’s, website at www.sec.gov.



TABLE OF CONTENTS
Items of Business and Voting Recommendation
Corporate Governance
Board of Directors and Committees
Additional Governance Matters
Certain Relationships and Related Person Transactions
Proposal No. 1 – Election of Directors
Director Compensation
Executive Officers
Executive Compensation
Audit Matters
Audit Committee Report
Proposal No. 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm
Stock Ownership
Equity Compensation Plan Information
Security Ownership of Certain Beneficial Owners, Directors, and Management
Additional Information
Information About the Annual Meeting and Proxy Materials
MeridianLink Documents
Incorporation By Reference


In this proxy statement, the terms “MeridianLink,” the “company,” “we,” “us,” and “our” refer to MeridianLink, Inc.

We are an “emerging growth company” under applicable federal securities laws and, therefore, permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted.conducted, and we are not required to disclose pay versus performance information under Item 402(v) of Regulation S-K. We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.07$1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, which occurred in July 2021; (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.



ITEMS OF BUSINESS AND VOTING RECOMMENDATION
Proposal No. 1Election of DirectorsR
The board of directors recommends that stockholders vote FOR the election of each of the following three nominees as Class III directors until the annual meeting of stockholders in 2025:2026:
Tim NguyenReema Poddar
A.J. RohdeMark Sachleben
Nicolaas VlokYael Zheng
Proposal No. 2Ratification of the Appointment of the Independent Registered Public Accounting FirmR
The board of directors recommends that stockholders vote FOR the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

MERIDIANLINK | 20222023 PROXY STATEMENT    1


CORPORATE GOVERNANCE
We continue to develop and evolve, and our board of directors continues to support and oversee, our governance framework to align with the priorities and interests of our various stakeholders. Our corporate governance highlights include:

Independent chair of the board of directors
Majority independent board of directors
Annual board and committee performance assessment
Board-level oversight of environmental, social, and governance matters
Dedicated oversight of cybersecurity
Prohibition on hedging, pledging, and short sales
Active stockholder engagement
Stock ownership guidelines for directors and executive officers

Board of Directors and Committees
Role of the Board:
Our board of directors acts on behalf of our stockholders and oversees MeridianLink’s business and affairs. To satisfy their duties, directors are expected to, among other things, participate in board and committee meetings, review provided materials, interact with the chief executive officer and members of management, engage with outside experts when appropriate, and assess the feedback of MeridianLink stockholders.

Board Leadership:
Our board of directors is responsible for selecting the appropriate leadership structure and, specifically, appointing the chair of our board and our chief executive officer. In making such determinations, the board of directors considers the interests of our stockholders and the current needs of the business. Currently, the board of directors has separated the two roles, with a non-employee director, Paul Zuber, serving as chair of our board of directors. Our board of directors believes that its current leadership structure recognizes the significant commitment to each role and effectively allocates authority, responsibility, and oversight between the non-employee directors and management.

Board Independence:
Our board of directors has undertaken a review of the independence of each director and periodically evaluates all relationships between MeridianLink and each non-employee director for the purposes of determining whether a material relationship exists that might represent a potential conflict of interest or otherwise interfere with the director’s ability to satisfy their responsibilities as a director and that each of these directors is “independent” as that term is defined under the listing standards of the New York Stock Exchange, or NYSE. In making such determinations, the board of directors observes NYSE and SEC independence criteria and considers all relevant facts and circumstances. As a result of its review, the board of directors has determined that none of our directors, other than Mr. Nguyen and Mr. Vlok, who are also our officers, has a material relationship with us and, as a result, such directors are independent.

Controlled Company Status and Certain Stockholder Rights:
Thoma Bravo UGP, LLC and its affiliated entities, or Thoma Bravo, currently own a majority of the voting power of our outstanding common stock. The NYSE defines a controlled company as a company of which more than 50% of the voting power is held by an individual, a group, or another company. As a result, we are a controlled company within the meaning of NYSE rules.

MERIDIANLINK | 20222023 PROXY STATEMENT    2



A controlled company may elect not to comply with certain NYSE governance requirements, such as requiring (1) a majority of the board of directors to consist of independent directors as defined under the rules of the NYSE; (2) an entirely independent nominating and corporate governance committee with a written committee charter; and (3) an entirely independent compensation committee with a written committee charter. We have and, for so long as we remain a controlled company, expect to continue to use some or all of these exemptions. Currently, we rely on the exemption from the requirement for a fully independent compensation committee.committee, however, we expect to have a fully independent compensation committee following the Annual Meeting upon receipt of stockholder approval with respect to our director nominees.

Thoma Bravo would have sufficient voting power to determine the outcome of all matters requiring stockholder approval, including, but not limited to, the composition of our board of directors and amending our certificate of incorporation and bylaws. Further, pursuant to our certificate of incorporation and bylaws, for so long as Thoma Bravo beneficially owns 30% or more of our outstanding shares of common stock, Thoma Bravo will have the right to designate a majority of our board of directors. Accordingly, other stockholders may not have the same protections afforded to those of companies that are subject to all of the NYSE governance requirements.

Board Structure:
We currently have nine directors, including seven independent directors. Upon receipt of stockholder approval with respect to Proposal No. 1 – Election of Directors, our board of directors will remain at nine directors with seven non-employee, independent directors.

In accordance with our certificate of incorporation, our board of directors is divided into three classes serving staggered three-year terms. At each annual meeting of stockholders following the initial classification, directors will be elected to succeed the class of directors whose terms have expired. Our current directors are divided as follows:
Class I directors include Timothy Nguyen, A.J. Rohde, and Nicolaas Vlok, whose terms expire at the Annual Meeting.annual meeting of stockholders to be held in 2025.
Class II directors include James Lines, Pam Murphy, Reema Poddar, Mark Sachleben, and Yael Zheng, whose terms expire at the annual meeting of stockholders to be held in 2023.Annual Meeting.
Class III directors include A.J. Jangalapalli, Duston Williams, and Paul Zuber, whose terms expire at the annual meeting of stockholders to be held in 2024.

Meetings and Attendance:
During 2021,2022, our board of directors met eightfourteen times, the audit committee met eightten times, the compensation committee met one time,six times, the cybersecurity committee met four times, and our nominating and corporate governance committee met twofour times. Each director attended at least 75% of the aggregate meetings of the board of directors and their respective regular committees. Directors are encouraged to attend our annual meeting of stockholders. The Annual Meeting is our firstAll director nominees and all other directors, except two, attended the 2022 annual meeting of stockholders as a public company.stockholders.

Board Committees:
Our board of directors presently has four regular committees, consisting of the audit committee, compensation committee, cybersecurity committee, and nominating and corporate governance committee. All of our committees, except the audit and compensation committees, were established at various times during 2021 in preparation for our initial public offering, or IPO. The charters for each of these committees and our corporate governance guidelines are available in the “Governance” section of our investor relations website at ir.meridianlink.com. BelowThe below information reflects current composition of each committee, unless otherwise indicated.

AUDIT COMMITTEE20212022 Meetings: 810
Members:
A.J. JangalapalliMark Sachleben
James Lines,Duston Williams, Chair
Pam MurphyPaul Zuber
The audit committee primarily assists the board of directors in fulfilling its oversight responsibilities by reviewing: (1) the integrity of our financial statements; (2) our compliance with legal and regulatory requirements; (3) the
MERIDIANLINK | 2023 PROXY STATEMENT    3


independent registered public accounting firm’s qualifications, independence, and performance; and (4) the
MERIDIANLINK | 2022 PROXY STATEMENT    3


performance of our internal audit department, if any.department. In addition, the audit committee’s responsibilities include, among others:
preparing the report required for inclusion in this proxy statement;
selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
helping ensure the independence and performance of the independent registered public accounting firm;
discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;
developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
reviewing our policies on risk assessment and risk management;
reviewing related party transactions; and
approving or, as required, pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Composition. Upon receipt of stockholder approval with respect to Proposal No. 1 – Election of Directors, the audit committee will consist of Mark Sachleben, Duston Williams, and Paul Zuber, and Mr. Williams will continue as chair.

Financial Expertise and Independence. Our board of directors has determined that each current committee member has met the independence criteria established by the SEC and the NYSE, except for Mr. Jangalapalli, who is not independent for audit committee purposes. We currently rely on the transition period for audit committee independence requirements as permitted by SEC and NYSE rules, and we anticipate Mr. Jangalapalli will serve until an additional independent director is appointed to the audit committee in order to comply with NYSE committee size requirements.NYSE. Each current committee member and appointee is financially literate within the meaning of the NYSE listing standards, and the board of directors has identified, based on professional qualifications and experience, Mr. LinesWilliams as an audit committee financial expert under applicable SEC rules.

The Audit Committee Report is set forth beginning on page 2427 of this proxy statement.

COMPENSATION COMMITTEE20212022 Meetings: 16
Members:
A.J. Rohde
Paul Zuber, Chair
The compensation committee primarily assists the board of directors in matters relating to: director and executive officer compensation; oversight of our overall compensation structure, policies, and programs; and review of our processes and procedures for the consideration and determination of director and executive officer compensation. In addition, the compensation committee’s responsibilities include, among others:
reviewing and approving the corporate goals and objectives relating to executive officer compensation, including any long-term incentive components of our compensation programs;
evaluating the performance of our executive officers in light of the goals and objectives of our compensation programs and recommending compensation to the board of directors based on such evaluation;
reviewing and approving, subject, if applicable, to stockholder approval, our compensation programs;
reviewing the operation and efficacy of our executive compensation programs in light of their goals and objectives;
reviewing and assessing risks arising from our compensation programs;
reviewing and recommending to the board of directors the appropriate structure and amount of compensation for our directors;
reviewing and approving, subject, if applicable, to stockholder approval, material changes in our employee benefit plans; and
establishing and periodically reviewing policies for the administration of our equity compensation plans.plans;
retaining and approving the compensation of any compensation advisers, including evaluating the independence of such compensation advisers; and
as the committee deems appropriate, reviewing key human resource management strategies, policies, and practices.

MERIDIANLINK | 2023 PROXY STATEMENT    4


Composition. Upon receipt of stockholder approval with respect to Proposal No. 1 – Election of Directors, the compensation committee will consist of Reema Poddar, Mark Sachleben, and Paul Zuber, and Mr. Zuber will continue as chair.

Independence. Our board of directors has determined that each current committee member and each appointee for the compensation committee has met the non-employee director requirements as defined by Rule 16b-3 under the Exchange Act. Due to our status as a controlled company as defined by NYSE Rule 303A.00, under NYSE rules, we are not required to meet the requirement to have an entirely independent compensation committee. We currently rely on this exemption, as Mr. Rhode has not been deemed to be independent pursuant to the NYSE compensation committee rules. Following the Annual Meeting upon receipt of stockholder approval with respect to our director nominees, however, our compensation committee will be fully independent under NYSE compensation committee independence criteria, and we will no longer rely on this exemption.

MERIDIANLINK | 2022 PROXY STATEMENT    4


Compensation Committee Interlocks and Insider Participation. Messrs. Rohde and Zuber comprised our compensation committee during 2021.2022. No member of the compensation committee is or was an officer or employee of MeridianLink, and no member of the compensation committee had a relationship during 20212022 that must be described under the SEC rules relating to disclosure of transactions with related persons. In 2021,2022, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on our board of directors or our compensation committee.

CYBERSECURITY COMMITTEE20212022 Meetings: 4
Members:
A.J. Jangalapalli
Reema Poddar, Chair
Paul Zuber
The cybersecurity committee primarily assists the board of directors in matters relating to: oversight of our policies, plans, and programs relating to cybersecurity and data protection risks associated with itsour products, services, and business operations; and feedback on cybersecurity related matters, not limited to strategies, objectives, capabilities, initiatives, and policies. In addition, the cybersecurity committee’s responsibilities include, among others, reviewing and advising on:
the effectiveness of our cybersecurity programs and our practices for identifying, assessing, and mitigating cybersecurity risks across our products, services, and business operations;
our controls, policies, and guidelines to prevent, detect, and respond to cyber attacks or data breaches involving our products, services, and business operations;
our security strategy and technology planning processes;
the safeguards used to protect the confidentiality, integrity, availability, and resiliency of our products, services, and business operations;
our cyber crisis preparedness, security breach and incident response plans, communication plans, and disaster recovery and business continuity capabilities;
our compliance with applicable information security and data protection laws and industry standards; and
our cybersecurity budget, investments, training, and staffing levels to ensure they are sufficient to sustain and advance successful cybersecurity and industry compliance programs.

Composition. Upon receipt of stockholder approval with respect to Proposal No. 1 – Election of Directors, the cybersecurity committee will consist of Reema Poddar, Yael Zheng, and Paul Zuber, and Ms. Poddar will continue as chair.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE20212022 Meetings: 24
Members:
A.J. Rohde
Yael Zheng
Paul Zuber, Chair
The nominating and corporate governance committee primarily assists the board of directors in matters relating to: (1) identification of director candidates, consistent with criteria approved by the board; (2) recommendation of director nominees for election at each annual meeting of stockholders; (3) development and periodic review of, and recommendations to the board of directors regarding, our corporate governance guidelines; (4) oversight of an
MERIDIANLINK | 2023 PROXY STATEMENT    5


annual evaluation of the board, its committees, and management; and (5) oversight of our environmental, social, and corporate governance, or ESG, strategies, policies, guidelines, and practices.practices, including our internal ESG steering committee. In addition, the nominating and corporate governance committee’s responsibilities include, among others:
recommending to the board of directors criteria for board and committee membership;
establishing a process for identifying and evaluating director nominees;
recommending to the board of directors the composition and chairs of the board committees; and
reviewing and discussing with the board of directors the corporate succession plan for the chief executive officer and other key officers.

Composition. Upon receipt of stockholder approval with respect to Proposal No. 1 – Election of Directors, the nominating and corporate governance committee will consist of A.J. Rohde, Yael Zheng, and Paul Zuber, and Ms. Zheng will commence as chair.

Independence. Though we are not required to meet the nominating and corporate governance committee independence requirements under NYSE rules due to our controlled company status, we do not currently rely on this exemption. Our board of directors has determined that each current committee member has met the independence criteria established by the NYSE.

MERIDIANLINK | 2022 PROXY STATEMENT    5


Director Selection and Nomination:
Stockholder Recommendations and Nominations. Our nominating and corporate governance committee established policies and procedures regarding the submission and consideration of director candidates by stockholders. Such policies and procedures can be found as an exhibit to our nominating and corporate governance committee’s charter.

The nominating and corporate governance committee will consider candidates properly recommended by stockholders owning at least three percent of our common stock continuously for at least 24 months prior to the recommendation date in the same manner as candidates recommended to the committee from other sources. Such recommendations must be submitted in writing to our Corporate Secretary as set forth below and include, among other items, specified information about the recommending stockholder and the biographical information and qualifications of the recommended director candidate. Any properly submitted recommendations from stockholders will be evaluated in the same manner as candidates recommended to the nominating and corporate governance committee from other sources.

In addition, under our bylaws, if a stockholder wishes to nominate a director candidate for consideration at the 20232024 annual meeting of stockholders, we must receive proper written notice no earlier than the close of business on February 9, 2023,2024, and no later than the close of business on March 11, 2023,10, 2024, and must otherwise comply with the requirements of our bylaws.

Recommendations and nominations should be addressed to the attention of our Corporate Secretary at MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626 and with a copy via email to InvestorRelations@meridianlink.com.

Director Selection and Criteria. Our nominating and corporate governance committee is responsible for identifying director candidates consistent with criteria approved by our board of directors. The nominating and corporate governance committee identifies and evaluates candidates pursuant to established policies and procedures. The committee may solicit recommendations from current directors, executive officers, third-party search firms, or other appropriate sources. In 2021,2022, we engaged a third-party search firm to assist in identifying and evaluating potential director candidates. Evaluation of candidates for recommendation for initial election or for re-election follows the same considerations. In its evaluation, the nominating and corporate governance committee considers numerous factors, including the current size, composition, and needs of the board and committees as well as a candidate’s character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, tenure, company and industry knowledge, conflicts, and other commitments.

The following qualifications must be satisfied by any nominee for a position on the board:
high standards of personal and professional ethics and integrity;
MERIDIANLINK | 2023 PROXY STATEMENT    6


proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;
skills that are complementary to those of members of the existing board:
the ability to assist and support management and make significant contributions to our success; and
an understanding of the fiduciary responsibilities required of a director and a commitment to devote the time and energy necessary to perform those responsibilities.

Upon identification of qualified director candidates, the nominating and corporate governance committee then recommends to the board of directors director nominees for election.

Annual Board and Committee Performance Assessment:
The nominating and corporate governance committee oversees our annual board and committee performance assessment process. In its inauguralConsistent with the previous year, the nominating and corporate governance committee selected an outside firm to facilitate and report the results of the board and committee performance assessment. Each director was asked, on an anonymous, unattributed basis, to provide qualitative and quantitative feedback regarding the board’s performance and board effectiveness. The assessment spanned various areas, not limited to each committee’s performance and board alignment, responsibilities, strategy, culture, composition, and leadership.leadership, the results of which are reviewed by the nominating and corporate governance committee as well as by each respective committee and the board in executive session.

MERIDIANLINK | 2022 PROXY STATEMENT    6


Board’s Role in Risk Oversight:
Our board of directors, as a whole and through its committees, maintains responsibility for the oversight of risk management. Oversight responsibilities are primarily conducted through each of the committees, each of which consider risks within its respective areas of responsibility. Each committee chair makes a report to the board of directors at least quarterly, highlighting oversight matters under the committee’s purview. For example, our audit committee oversees risk management activities related to our financial statements, financial controls, and legal and compliance risks; our compensation committee oversees risk management activities related to compensation policies and practices; our nominating and corporate governance committee oversees risk management activities related to corporate governance, including board composition, ESG, and succession planning; and our cybersecurity committee oversees risk management activities as discussed in further detail below, although these examples are by no means an exhaustive list of the risks overseen by each committee.

Management is responsible for the day-to-day handling of our company’s risks, implementing and supervising risk management processes and policies, and reporting regularly to the board and its committees. All committees receive regular reports from senior management responsible for monitoring and mitigating particular risk exposures within the purview of such committee, including operational, product, economic, financial, legal, regulatory, cybersecurity, and competitive risks. At the management level, we have established disclosure controls to monitor our compliance with securities disclosure obligations. Our board of directors regularly discusses with management the policies and practices utilized by management in assessing and managing long- and short-term internal and external risks and provides input on those policies and practices.

Board Oversight of Cybersecurity. With cybersecurity being a significant priority in our business and industry, our board of directors formed a cybersecurity committee to delegate oversight of risks in this area with specific responsibilities discussed in the committee description above. The cybersecurity committee receives at least quarterly updates on cybersecurity matters. Updates regarding key security metrics and key performance indicators, top risks and threats, incident management and response, product security, and status of key security initiatives, the evolving threat environment and its impact to the company, and industry-wide developments related to security matters are presented by our chief information security officer, who is accessible to the committee chair and members in the interim between meetings. All employees, as well as contractors and consultants, are required to complete annual security awareness and compliance training, and our information security team conducts annual incident response exercises.

Board Oversight of ESG. Our nominating and corporate governance committee amended itscommittee’s charter to includeincludes formal oversight of ESG. The nominating and corporate governance committee receives periodic updates, at least quarterly, regarding our ESG efforts and specifically oversees our ESG strategies, policies, guidelines, and practices. In
MERIDIANLINK | 2023 PROXY STATEMENT    7


addition, the nominating and corporate governance committee oversees our internal ESG steering committee, which is composed of representatives from multiple departments in the company.

Additional Governance Matters
Hedging and Pledging Prohibitions:
Our insider trading policy prohibits all directors, officers, employees, and designated consultants together with certain of their family members, controlled entities, and other affiliates, from engaging in any speculative transactions. We prohibit hedging transactions, such as buying or selling puts, calls, and other derivative securities. Furthermore, we also prohibit short sales and pledging our securities as collateral for loans or margin accounts.

Code of Business Conduct and Ethics:
We have adopted a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer), and employees. The MeridianLink Code of Business Conduct and Ethics is available in the “Governance” section of our investor relations website at ir.meridianlink.com. A copy is also available upon written request directed to the Corporate Secretary at MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626 or by email to InvestorRelations@meridianlink.com. We intend to satisfy our disclosure requirements under applicable law regarding an amendment to or waiver from a provision of our code of business conduct and ethics, if any, by posting such information on our website.

Stockholder Engagement:
We believe stockholder engagement is an important aspect of our development, particularly in our nascency as a public company. This engagement enables us to better understand stockholder priorities and perspectives, provides an opportunity to elaborate on our policies, practices, and initiatives, and fosters constructive dialogue. We regularly engage with our various stakeholders through our quarterly earnings calls, investor meetings and conferences, and other channels for communication. We consider the feedback from such engagement when forming and evolving our practices and review such feedback with our board of directors as appropriate.

Communications with our Board of Directors:
To facilitate communications with our board of directors, we have established a process in our Securityholder Communication Policy available in the “Governance” section of our investor relations website at ir.meridianlink.com. Communications can be addressed to directors in the care of the Corporate Secretary at MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626 or by email to
MERIDIANLINK | 2022 PROXY STATEMENT    7


InvestorRelations@meridianlink.com. Communications may be distributed to all directors, or to any individual director, as appropriate. The Corporate Secretary will review and reserves the right not to forward communications if they are deemed inappropriate, consist of individual grievances or other interests that are personal to the party submitting the communication and could not reasonably be construed to be of concern to stockholders or other of our constituencies, solicitations, advertisements, surveys, “junk” mail, or mass mailings, and items unrelated to the duties and responsibilities of the board of directors.

Stockholders and interested parties may also submit questions or comments to the board of directors, including on an anonymous basis if desired, through our whistleblower hotline by phone at 800-916-7037 or online at ir.meridianlink.com/whistleblower-information/default.aspx. Concerns relating to accounting, internal control over financial reporting, or auditing matters will be brought to the attention of the audit committee and handled in accordance with our procedures with respect to such matters.

MERIDIANLINK | 2023 PROXY STATEMENT    8


Certain Relationships and Related Person Transactions
Related Person Transaction Policy:
Our board of directors has adopted a formal written policy providing that our audit committee will be responsible for reviewing “related person transactions,” defined as transactions, arrangements, or relationships (or any series of similar transactions, arrangements, or relationships), to which we are a party, in which the aggregate amount involved exceeds or may be expected to exceed $120,000, and in which a related person has, had, or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our capital stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. In determining whether to approve or ratify any such transaction, our audit committee will take into account, among other factors it deems appropriate, (i) whether the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances and (ii) the extent of the related party’s interest in the transaction. The audit committee has also considered and adopted standing pre-approvals under the policy for limited transactions with related persons.

Related Person Transactions:
Advisory Services Agreement. On May 31, 2018, MeridianLink, Inc. entered into an advisory services agreement, or the Advisory Services Agreement, with Thoma Bravo. During fiscal year 2021, we paid management and advisory fees to Thoma Bravo pursuant to the Advisory Services Agreement totaling approximately $1.2 million. The Advisory Services Agreement was terminated upon completion of our IPO.

Thoma Bravo Affiliated Company.Companies. During fiscal year 2021,2022, we recorded approximately $1.6$1.7 million in expenses with J.D. Power, a Thoma Bravo affiliated company, related to vehicle lookup data through an API integrated with many of our products. In addition, as of fiscal year end, we had accounts payable of $0.2 million and accrued liabilities of $0.2$0.3 million with J.D. Power. During 2022, we also recorded approximately $125,000 in expenses with Anaplan, which Thoma Bravo acquired in June 2022, related to financial and business planning software. Our commercial relationship with Anaplan existed prior to the acquisition of Anaplan by Thoma Bravo, and the terms of our commercial dealings with Anaplan have not changed since the acquisition.

Lease Agreement. Timothy Nguyen, an executive officer and director, is the sole manager, and together with his wife, equityholder, of MLink Enterprise, LLC, which is the landlord of the office we leaseleased at 1600 Sunflower Avenue, Costa Mesa, CA pursuant to that certain Standard Industrial/Commercial Single-Lessee Lease – Net with MLink Enterprise, LLC, dated as of November 30, 2012, as amended by that certain First Amendment to Lease Agreement by and between us and MLink Enterprise, LLC, dated as of March 23, 2018, or collectively, the Lease Agreement. During fiscal year 2021,2022, the lease payments under the Lease Agreement were approximately $0.9$0.7 million. In March 2021, we began subletting, with our landlord’s consent, a portion of such office to a third party. The sublease term is untilended December 30, 2022, and the base rent iswas approximately $25,000 a month. The term of the lease with MLink Enterprise, LLC will expireexpired on December 31, 2022.

Registration Rights. On May 31, 2018, we entered into a registration rights agreement, or the Registration Rights Agreement, with Thoma Bravo and certain other holders of our capital stock. Pursuant to the Registration Rights Agreement, we have agreed to pay all registration expenses (other than underwriting discounts and commissions and subject to certain limitations set forth therein) of the holders of the shares registered pursuant to the registrations described below. The registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in an underwritten offering and
MERIDIANLINK | 2022 PROXY STATEMENT    8


our right to delay a registration statement under certain circumstances. Pursuant to the Registration Rights Agreement, we have agreed to not publicly sell or distribute any securities during the period beginning on the date of the notice of the requested demand registration and ending 90 days following the final prospectus for an underwritten public offering following our IPO.

Demand Registration Rights
Pursuant to the Registration Rights Agreement, Thoma Bravo is entitled to request (i) an unlimited number of Long-Form Registrations (as defined therein), and (ii) an unlimited number of Short-Form Registrations (as defined therein). In addition, the other parties to the Registration Rights Agreement are entitled to pari passu participation of their Registrable Securities (as defined therein) in a Long-Form Registration or Short-Form Registration.

Piggyback Registration Rights
If at any time we propose to register the offer and sale of shares of our common stock under the Securities Act of 1933, as amended, or the Securities Act (other than a registration on Form S-4, Form S-8, or any successor form, a registration of securities solely relating to an offering and sale to our employees, directors, members, managers, advisors, or consultants pursuant to any employee equity plan or other employee benefit plan arrangement, or a registration of non-convertible debt securities) then we must notify the holders of Registrable Securities of such
MERIDIANLINK | 2023 PROXY STATEMENT    9


proposal to allow them to include a specified number of their shares of our common stock in such registration, subject to certain marketing and other limitations.

Right of Repurchase.Pursuant to our equity compensation plans and certain agreements with our employees from equity issued prior to our IPO, we or our assignees have a primary right, and Thoma Bravo has a secondary right, to purchase the restricted shares held by certain of our employee equityholders in connection with their termination of employment or in connection with a transaction or series of transactions where either a majority of our equity securities or all or substantially all of our assets are acquired by a third party.

Limitation of Liability and Indemnification of Officers and Directors.Our charter contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following: (1) any breach of their duty of loyalty to our company or our stockholders; (2) any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; (3) unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or DGCL; or (4) any transaction from which they derived an improper personal benefit. Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.

In addition, our bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws also provide that we may indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws also provide that we must advance expenses incurred by or on behalf of a director or executive officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

MERIDIANLINK | 2022 PROXY STATEMENT    9


The limitation of liability and indemnification provisions that are included in our charter and bylaws and in indemnification agreements that we have entered into or will enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees, or other agents or is or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

MERIDIANLINK | 2023 PROXY STATEMENT    10


Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The underwriting agreement entered into in connection with our IPO provides for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act and otherwise with respect to information provided by the underwriters specifically for inclusion in the registration statement for our IPO.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers, or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Certain Relationships:
From time to time, we engage in certain transactions with other companies affiliated with our directors, executive officers, and significant stockholders, or their respective immediate family members. We believe that all such arrangements have been entered into in the ordinary course of business and have been conducted on an arm’s-length basis and do not represent a material interest to such directors, executive officers, or significant stockholders.

Proposal No. 1 - Election of Directors
Our board of directors, upon the recommendation of the nominating and corporate governance committee following an evaluation of each person’s qualifications and prior board service, has nominated the following Class III directors for election as a director, each to hold office until the annual meeting of stockholders in 20252026 and until their successors are duly elected and qualified:
Timothy NguyenReema Poddar
A.J. RohdeMark Sachleben
Nicolaas VlokYael Zheng

Each of the director nominees currently serves as a member of our board of directors.

MERIDIANLINK | 2022 PROXY STATEMENT    10


Nominees for Class III Directors:
TIMOTHY NGUYEN
Chief Strategy OfficerDirector
Age: 46
Mr. Nguyen has served as our chief strategy officer since September 2019 and on our board of directors since May 2018. Prior to that, Mr. Nguyen served as our president and chief executive officer from May 2018 to September 2019, and in various leadership roles with the company since 1999. Mr. Nguyen currently serves on the board of directors of SavvyMoney, Inc. Mr. Nguyen holds a B.S. in Computer Science from the University of California, Irvine. Our board of directors believes that, based on Mr. Nguyen’s knowledge of our company and our business and experience as our chief strategy officer and co-founder, Mr. Nguyen is qualified for re-election on our board of directors.

A.J. ROHDE
DirectorCompensation CommitteeNominating and Corporate Governance Committee
Age: 42
Mr. Rohde has served on our board of directors since May 2018. Since January 2021, Mr. Rohde has served as Senior Partner at Thoma Bravo where he leads the Discover Funds. From January 2016 to December 2020, Mr. Rohde served as Partner at Thoma Bravo and, from January 2014 to December 2015, served as Principal at Thoma Bravo. Mr. Rohde joined Thoma Bravo in 2010 and served as Vice President prior to his promotion to Principal. Prior to that, Mr. Rohde was an investment banking associate with Jefferies & Company in Los Angeles, where he participated in a variety of sell-side, buy-side, and capital markets transactions, and a manager with Ford Motor Company. Mr. Rohde currently serves, and has previously served, as a director of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Example companies include Command Alkon, Inc., Condeco, Delinea, HCSS, iOffice, Inc., Majesco, Inc., Motus, Inc., Solifi, and Syntellis Performance Solutions, Inc. Mr. Rohde holds a B.A. in Economics from Villanova University and an M.B.A. from the University of Chicago. Our board of directors believes that Mr. Rohde’s board and industry experience and overall knowledge of our business qualify him for re-election on our board of directors.

NICOLAAS VLOK
Chief Executive OfficerDirector
Age: 49
Mr. Vlok has served as our chief executive officer since September 2019 and on our board of directors since May 2018. Since 2018, Mr. Vlok has been an Operating Partner with Thoma Bravo. Prior to that, he served as President and Chief Executive Officer of Vision Solutions, Inc., a data recovery software company, from April 2000 to February 2018. Mr. Vlok also served as Chief Executive Officer and Managing Director of IDION Technology Holdings, a public technology investment holding company, from August 1998 to November 2006. From November 1994 to August 1998, he served as Chief Executive Officer and Managing Director of TST, an incubator company for software and technology businesses. Mr. Vlok currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment, including ABC Fitness Solutions and Cority, and previously served on the board of directors of Centrify Corporation, IDaptive Holdings, Inc., and Mailgun Technologies. From March 2018 through March 2021, Mr. Vlok has also served as Senior Advisor to Precisely, an enterprise software provider owned by Centerbridge Partners, a multi-strategy private investment management firm. Our board of directors believes that Mr. Vlok’s board and industry experience, executive leadership background, and knowledge of our business qualify him for re-election on our board of directors.

The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate or the board of directors may reduce its size.

MERIDIANLINK | 2022 PROXY STATEMENT    11


Required Vote:
Under our bylaws, director nominees must receive a plurality of the votes properly cast on the election of directors, meaning that the director nominees receiving the highest number of affirmative votes will be elected. Withheld votes will have no effect on the election of directors. Broker non-votes are not considered votes cast and will have no effect on the election of the nominees.

Recommended Vote:
R
The board of directors recommends a vote “FOR” the election of Timothy Nguyen, A.J. Rohde, and Nicolaas Vlok as Class I directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2025.


Proposed Board Composition Following the Annual Meeting:
Committee Membership
DirectorsClassIndependentAuditCompensationNominating and
Corporate Governance
Cybersecurity
A.J. JangalapalliIIIüüü
James LinesIIüChair
Pam MurphyIIüü
Timothy NguyenI
Reema PoddarIIüChair
A.J. RohdeIüüü
Nicolaas VlokI
Yael ZhengIIüü
Paul Zuber (Chair)IIIüChairChairü

Continuing Directors:
Class II Directors

The service terms of the following directors will expire at the annual meeting of stockholders to be held in 2023.

JAMES LINES
DirectorAudit Committee (Chair)
Age: 65
Mr. Lines has served on our board of directors since March 2021. Mr. Lines has been an Operating Partner with Thoma Bravo since 2002 and is now a Senior Operating Partner. Mr. Lines’ prior experience includes service in various financial management capacities at affiliates of AMR Corporation (a parent company of American Airlines), including as Chief Financial Officer of The SABRE Group; as Senior Vice President and Chief Financial Officer of ITI Marketing Services, a private tele-services firm; and as Executive Vice President and Chief Financial Officer of United Surgical Partners, an international operator of surgery centers and hospitals. Mr. Lines currently serves on the board of directors of SolarWinds Corporation (NYSE: SWI) and several other software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment, including ABC Fitness Solutions, Hyland Software, Inc., Imprivata, Inc., and Qlik Technologies, Inc., and Mr. Lines also served on the board of directors of Dynatrace, Inc. (NYSE: DT) until August 2021. Mr. Lines earned his B.S. in Electrical Engineering from Purdue University and an M.B.A. from Columbia University. Our board of directors believes that Mr. Lines’ management, financial, and industry experience and his knowledge of our business qualify him to serve on our board of directors.

MERIDIANLINK | 2022 PROXY STATEMENT    12


PAM MURPHY
DirectorAudit Committee
Age: 48
Ms. Murphy has served on our board of directors since July 2021. Ms. Murphy is Chief Executive Officer of Imperva, Inc., a cyber security software and services provider. Before assuming her current role in January 2020, she served as chief operating officer for Infor, Inc., a global leader in business cloud software products for industry-specific companies and markets, having joined Infor in 2010. Prior to Infor, Ms. Murphy spent 11 years at Oracle Corporation in multiple leadership roles, with responsibility for global sales operations, consulting operations in Europe, Middle East, and Africa, and field finance for Oracle’s global business units. Before Oracle, she provided strategy, direction, and counsel to clients at Andersen Consulting and Arthur Andersen. Ms. Murphy has been a director of Rockwell Automation (NYSE: ROK) since 2019 and serves on the Audit and Technology Committees. Ms. Murphy earned her Bachelor of Commerce in Accounting and Finance from the University of Cork, Ireland and is a Fellow of the Institute of Chartered Accountants in Ireland. Our board of directors believes that Ms. Murphy’s experience in technology, business development and strategy, global business, and finance qualify her to serve on our board of directors.

REEMA PODDAR
Director Cybersecurity Committee (Chair)
Age: 5556
Ms. Poddar has served on our board of directors since November 2021. Ms. Poddar has served as executive vice president and general manager of the diagnostic and pathway informatics business at Philips, a health technology company, since June 2022. Prior to that, Ms. Poddar served as the chief product officer of Teradata Corporation from January 2019 until January 2020. Prior to that, Ms. Poddar served as executive vice president, product and technology of Teradata Corporation from October 2018 to January 2019 and as senior vice president of product development from June 2017 to October 2018. Prior to Teradata, from 2016 to 2017, Ms. Poddar served as chief operating officer for AdFender Inc., a security software startup. Ms. Poddar spent 14 years at General Electric from 2002 to 2016 serving in several executive positions, including executive vice president of asset performance management product technology at GE Digital, a subsidiary of General Electric, from 2014 to 2016. Ms. Poddar is currently a director of Accion Labs Group Holdings, Inc. and on the Boardboard of Advisorsadvisors of Optimeyes.ai and previously served on the Corporate Council Boardcorporate council board of Advisorsadvisors to the Dean of UC San Diego Jacobs School of Engineering. Ms. Poddar holds a master’s degree in computer applications from Bangalore University, India and a master’s degree in Physicsphysics from Mahatma Gandhi University, India. Our board of directors believes that Ms. Poddar’s executive leadership experience and product development and technology expertise qualify her for re-election on our board of directors.

MERIDIANLINK | 2023 PROXY STATEMENT    11


MARK SACHLEBEN
DirectorAudit Committee
Age: 58
Mr. Sachleben has served on our board of directors since March 2023. Mr. Sachleben has served as advisor to servethe chief financial officer at New Relic, Inc., a SaaS company that delivers an all-in-one observability platform for engineers, since August 2022. Prior to that, Mr. Sachleben served as the chief financial officer of New Relic from April 2008 and its corporate secretary from February 2018, each until August 2022. From 1999 to 2006, Mr. Sachleben served as vice president of finance at Wily Technology, Inc., an application management software company. Mr. Sachleben is currently a director of Acuity Brands, Inc. (NYSE: AYI) and serves on the compensation and management development and governance committees. Mr. Sachleben holds an A.B. in engineering science and B.S. in fluid and mechanical engineering from Dartmouth College and an M.B.A. from Stanford University. Our board of directors believes that Mr. Sachleben’s executive leadership, board, and technology experience and his financial expertise qualify him for re-election on our board of directors.

YAEL ZHENG
Director Nominating and Corporate Governance Committee
Age: 5758
Ms. Zheng has served on our board of directors since December 2021. Ms. Zheng served as the chief marketing officer at Bill.com,BILL, a provider of cloud-based software that simplifies, digitizes, and automates back-office financial processes for small and mid-sized businesses, from March 2018 until January 2021. Prior to that, Ms. Zheng served as the chief marketing officer of Tintri from May 2014 to July 2017. From 2004 to 2012, Ms. Zheng held marketing leadership roles at numerous software companies, including at VMware during its IPO and at Medallia. Ms. Zheng is currently a director of Poly (NYSE: POLY)LivePerson (NASDAQ: LPSN), Billtrust, and Splashtop and previously served on the boardboards of Poly and Stella Connect. Ms. Zheng holds a B.S. in materials science and engineering from Massachusetts Institute of Technology and a master of business administrationan M.B.A. from UC Berkeley Haas School of Business and is NACD Directorship Certified™. Our board of directors believes that Ms. Zheng’s technology marketing experience and leadership roles in companies from early stage to public qualify her for re-election on our board of directors.

The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate or the board of directors may reduce its size.

Required Vote:
Under our bylaws, director nominees must receive a plurality of the votes properly cast on the election of directors, meaning that the director nominees receiving the highest number of affirmative votes will be elected. Withheld votes will have no effect on the election of directors. Broker non-votes are not considered votes cast and will have no effect on the election of the nominees.

Recommended Vote:
R
The board of directors recommends a vote “FOR” the election of Reema Poddar, Mark Sachleben, and Yael Zheng as Class II directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2026.

MERIDIANLINK | 2023 PROXY STATEMENT    12



Proposed Board Composition Following the Annual Meeting:
Committee Membership
DirectorsClassIndependentAuditCompensationNominating and
Corporate Governance
Cybersecurity
A.J. JangalapalliIIIü
Timothy NguyenI
Reema PoddarIIüüChair
A.J. RohdeIüü
Mark SachlebenIIüüü
Nicolaas VlokI
Duston WilliamsIIIüChair
Yael ZhengIIüChairü
Paul Zuber (Chair)IIIüüChairüü

Continuing Directors:
Class I Directors

The service terms of the following directors will expire at the annual meeting of stockholders to be held in 2025.

TIMOTHY NGUYEN
Chief Strategy OfficerDirector
Age: 47
Mr. Nguyen has served as our chief strategy officer since September 2019 and on our board of directors since May 2018. Prior to that, Mr. Nguyen served as our president and chief executive officer from May 2018 to September 2019, and in various leadership roles with the company since 1998. Mr. Nguyen currently serves on the board of directors of SavvyMoney, Inc. Mr. Nguyen holds a B.S. in computer science from the University of California, Irvine. Our board of directors believes that, based on Mr. Nguyen’s knowledge of our company and our business and experience as our chief strategy officer and co-founder, Mr. Nguyen is qualified to serve on our board of directors.

A.J. ROHDE
DirectorCompensation CommitteeNominating and Corporate Governance Committee
Age: 43
Mr. Rohde has served on our board of directors since May 2018. Since January 2021, Mr. Rohde has served as senior partner at Thoma Bravo where he leads the Discover Funds. From January 2016 to December 2020, Mr. Rohde served as partner at Thoma Bravo and, from January 2014 to December 2015, served as principal at Thoma Bravo. Mr. Rohde joined Thoma Bravo in 2010 and served as vice president prior to his promotion to principal. Prior to that, Mr. Rohde was an investment banking associate with Jefferies & Company in Los Angeles, where he participated in a variety of sell-side, buy-side, and capital markets transactions, and a manager with Ford Motor Company. Mr. Rohde currently serves, and has previously served, as a director of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Example companies include Command Alkon, Eptura, Delinea, HCSS, Majesco, Mercell, Motus, Nearmap, Solifi, Syntellis Performance Solutions, and UserZoom. Mr. Rohde holds a B.A. in economics from Villanova University and an M.B.A. from the University of Chicago. Our board of directors believes that Mr. Rohde’s board and industry experience and overall knowledge of our business qualify him to serve on our board of directors.

NICOLAAS VLOK
Chief Executive OfficerDirector
Age: 50
Mr. Vlok has served as our chief executive officer since September 2019 and on our board of directors since May 2018. Since 2018, Mr. Vlok has been an operating partner with Thoma Bravo. Prior to that, he served as president
MERIDIANLINK | 20222023 PROXY STATEMENT    13


and chief executive officer of Vision Solutions, Inc., a data recovery software company, from April 2000 to February 2018. Mr. Vlok also served as chief executive officer and managing director of IDION Technology Holdings, a public technology investment holding company, from August 1998 to November 2006. From November 1994 to August 1998, he served as chief executive officer and managing director of TST, an incubator company for software and technology businesses. Mr. Vlok currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment, including ABC Fitness Solutions and Cority, and previously served on the board of directors of Centrify Corporation, IDaptive Holdings, Inc., and Mailgun Technologies. From March 2018 through March 2021, Mr. Vlok also served as senior advisor to Precisely, an enterprise software provider owned by Centerbridge Partners, a multi-strategy private investment management firm. Our board of directors believes that Mr. Vlok’s board and industry experience, executive leadership background, and knowledge of our business qualify him to serve on our board of directors.


Class III Directors

The service terms of the following directors will expire at the annual meeting of stockholders to be held in 2024.

A.J. JANGALAPALLI
Director Audit CommitteeCybersecurity Committee
Age: 3435
Mr. Jangalapalli has served on our board of directors since May 2018. Mr. Jangalapalli has served as a Principalprincipal at Thoma Bravo since January 2020. Mr. Jangalapalli joined Thoma Bravo as a Vice Presidentvice president in July 2016. Prior to joining Thoma Bravo, he worked as a software investor at JMI Equity from July 2011 to June 2014 and as an investment banker at Deutsche Bank from July 2009 to June 2011. Mr. Jangalapalli currently serves, and has previously served, as a director of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment, including Greenphire, Inc., Riskonnect, Inc., Syntellis Performance Solutions, LLC, and Zipari, Inc. Mr. Jangalapalli holds a B.A. in Economicseconomics from Dartmouth College and an M.B.A. from The Wharton School, University of Pennsylvania. Our board of directors believes that Mr. Jangalapalli’s board and industry experience and his overall knowledge of our business qualify him to serve on our board of directors.

DUSTON WILLIAMS
DirectorAudit Committee (Chair)
Age: 64
Mr. Williams has served on our board of directors since July 2022. Mr. Williams has served as the chief financial officer at Arctic Wolf, a provider of a cloud-native security operations platform designed to end cyber risk, since April 2022. Prior to that, Mr. Williams served as the chief financial officer of Nutanix, Inc. from June 2014 to April 2022. Mr. Williams also served as chief financial officer for over 25 years at various companies, including in the disk drive industry at Western Digital and Maxtor and in optical networking at Infinera. Mr. Williams previously served as a director on multiple boards, such as Applied Micro Circuits Corporation, Blue Arc Corporation, and Compellent Technologies, Inc., as well as a member and chair of the audit committee of both private and public companies. Mr. Williams holds a B.S. in accounting from Bentley College and an M.B.A. from the University of Southern California. Our board of directors believes that Mr. Williams’ executive leadership, board, and technology experience and his financial expertise qualify him to serve on our board of directors.

PAUL ZUBER
Director Chair of the Board Audit Committee Compensation Committee (Chair)
Cybersecurity Committee Nominating and Corporate Governance Committee (Chair)
Age: 6263
Mr. Zuber has served as chair of our board of directors since May 2018. Mr. Zuber has been an Operating Partneroperating partner with Thoma Bravo since 2010. Previously, he served as founding Chief Executive Officerchief executive officer of Dilithium Networks Inc. from July 2001 to July 2010 and as Chief Executive Officerchief executive officer of Bluegum Group from 1995 to 2000. Mr. Zuber also served in senior positions at Ready Systems Inc. from 1986 to 1990. Mr. Zuber currently serves on the board of directors of Dynatrace, Inc. (NYSE: DT), a software intelligence platform provider, and Houlihan Lokey, Inc (NYSE: HLI), a global independent investment bank, as well as several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an
MERIDIANLINK | 2023 PROXY STATEMENT    14


investment, including ABC Fitness Solutions, Barracuda Networks, Inc., Condeco, Cority Software Inc., Frontline Education Technologies, LLC, Imprivata,Eptura, LogRhythm, Inc., iOffice,Mercell, Sophos Group plc, and Syntellis Performance Solutions, LLC, Kofax, Ltd., LogRhythm,and Mr. Zuber also served on the board of directors of Dynatrace, Inc., QAD, and Sophos Group plc. (NYSE: DT) until August 2022. Mr. Zuber holds B.A. degrees in International Relationsinternational relations and Economicseconomics from Stanford University and an M.B.A. from the Stanford Graduate School of Business. Our board of directors believes that Mr. Zuber’s board and industry experience and his knowledge of our business qualify him to serve on our board of directors.

MERIDIANLINK | 20222023 PROXY STATEMENT    1415


DIRECTOR COMPENSATION
20212022 Director Compensation
The following table sets forth the compensation paid to our non-employee directors for the fiscal year ended December 31, 2021.2022. Members of our board of directors who are also officers or employees of our company, currently Messrs. Nguyen and Vlok, do not receive compensation for their services as a director. Mr. Sachleben is not included in the table below as he joined our board of directors in March 2023. Other than as set forth in the table below, we did not pay any compensation or make any equity awards to our non-employee directors during the fiscal year ended December 31, 2021.2022.

NameNameFees
Earned or
Paid in Cash
($)
Stock
Awards(1)
($)
Total
($)
Name
Fees
Earned or
Paid in Cash(1)
($)
Stock
Awards(2)
($)
Total
($)
Laurens Albada-Jelgersma(2)
12,500 — 12,500 
A.J. JangalapalliA.J. Jangalapalli23,633 299,988 323,621 A.J. Jangalapalli50,299 149,983 200,282 
James Lines(3)
James Lines(3)
46,633 299,988 346,621 
James Lines(3)
60,000 149,983 209,983 
Pam Murphy(4)
Pam Murphy(4)
21,500 299,988 321,488 
Pam Murphy(4)
55,000 149,983 204,983 
Reema Poddar(5)
7,541 299,995 307,536 
Reema PoddarReema Poddar87,500 149,983 237,483 
A.J. RohdeA.J. Rohde22,575 299,988 322,563 A.J. Rohde52,500 149,983 202,483 
Duston Williams(5)
Duston Williams(5)
23,505 299,999 323,504 
Yael Zheng(6)
Yael Zheng(6)
245 299,984 300,229 
Yael Zheng(6)
77,500 149,983 227,483 
Paul Zuber(7)
Paul Zuber(7)
103,147 299,988 403,135 
Paul Zuber(7)
100,000 149,983 249,983 
(1)Includes the following ad hoc director fees, as described below: Ms. Poddar - $37,500 and Ms. Zheng - $32,500.
(2)The amounts reported represent the aggregate grant date fair value of restricted stock units awarded to the non-employee directors, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 79 to our consolidated financial statements included our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, filed with the SEC on March 10, 2022.9, 2023. The amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the actual economic value that may be received by the non-employee directors upon the settlement of the restricted stock units or any sale of the underlying shares of common stock. As of December 31, 2021,2022, the non-employee directors held the following outstanding equity awards: Mr. Albada-Jerlgersma – 0; Mr. Jangalapalli – 11,53816,287 restricted stock units; Mr. Lines – 11,53816,287 restricted stock units; Ms. Murphy – 11,53816,287 restricted stock units; Ms. Poddar – 12,12116,675 restricted stock units; Mr. Rohde – 11,53816,287 restricted stock units; Mr. Williams - 17,351 restricted stock units; Ms. Zheng – 14,09717,993 restricted stock units; and Mr. Zuber – 11,53816,287 restricted stock units and 27,781 shares of restricted stock.
(2)Pursuant to the board of director agreement we entered into with Mr. Albada-Jelgersma on June 8, 2018, in consideration for his services as a non-employee director, Mr. Albada-Jelgersma was entitled to receive an annual cash fee of $50,000. Mr. Albada-Jelgersma concluded his tenure on our board of directors in March 2021 and the unvested equity awards held by him at the time were repurchased in accordance with the terms of the applicable award agreement.units.
(3)Mr. Lines joinedresigned from our board ineffective March 2021.1, 2023.
(4)Ms. Murphy joinedresigned from our board in July 2021.effective March 31, 2023.
(5)Ms. PoddarMr. Williams joined our board in November 2021.
(6)Ms. Zheng joined our board in December 2021.
(7)Pursuant to the board of directors agreement we entered into with Mr. Zuber on June 8, 2018, in consideration for his services as a non-employee director, Mr. Zuber was entitled to receive an annual fee of $100,000. In addition, pursuant to his director agreement, he was granted an award of Class B Units, which was converted into restricted stock in connection with our corporate conversion as part of our IPO. The director agreement with Mr. Zuber was terminated in connection with our IPO.July 12, 2022.

Ad Hoc Director Fees. In addition to the cash and equity retainers set forth in the non-employee director compensation policy below, the board of directors may from time to time authorize additional director compensation for duties undertaken outside those defined in the standing committee charters or for which exceptional time or attention was required. In 2022, the board of directors approved an aggregate of $70,000 of ad hoc fees for participating directors, which are reflected in the table above.


Non-Employee Director Compensation Policy
We adopted aOur non-employee director compensation policy, which became effective upon the completion of our IPO. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors.

MERIDIANLINK | 20222023 PROXY STATEMENT    1516



Cash Retainers:
Under the policy, each director who is not an employee is paid cash compensation, from and after the completion of the IPO, as set forth below. Annual cash retainers are paid in quarterly installments in arrears and are pro-rated for any partial calendar quarter of service.

Annual Compensation for Board ServiceAnnual Retainer
($)
Non-Employee Director40,000 
Non-Executive Chair30,000 

Annual Compensation for Committee ServiceMember Retainer
($)
Chair Retainer
($)
Audit Committee10,000 20,000 
Compensation Committee7,500 15,000 
Cybersecurity Committee5,000 10,000 
Nominating and Corporate Governance Committee5,000 10,000 

Retainers for chairs and committee membership are in addition to retainers for board of director membership. No additional compensation is paid for attending individual meetings of the board of directors or committee meetings of the board of directors.

Equity Retainers:
A substantial portion of each non-employee director’s annual retainer is in the form of equity awards.

IPO Grant or Initial Award.Upon the filing of the registration statement on Form S-8 with respect to the shares issuable under the 2021 Stock Option and Incentive Plan, or 2021 Plan, or, later, upon initial election to our board of directors, each non-employee director was or will be granted a restricted stock unit award with a value of $300,000. Initial grants vest in equal annual installments over three years from the date of grant, subject to continued service through the applicable vesting date.

Annual Award.On the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an annual restricted stock unit award with a value of $150,000. Annual grants vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date.

Director equity awards are subject to full accelerated vesting upon the sale of the company.

Expenses:
We will also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending board or committee meetings.

Policy Changes for 2023:
The compensation committee periodically evaluates the compensation of our non-employee directors and recommends such compensation for approval by the board of directors. The compensation committee considers comprehensive market data relative to our compensation peers collected and analyzed by its compensation consultant as a benchmark for competitive pay.

Following an evaluation of peer and broader market data, effective upon the date of the Annual Meeting, the compensation committee recommended, and the board of directors approved, the following changes to the non-employee director compensation policy solely to the equity retainers: Initial Awards will be increased to $350,000, and Annual Awards will be increased to $200,000.


MERIDIANLINK | 20222023 PROXY STATEMENT    1617


Director Stock Ownership Guidelines
In December 2022, our board of directors established stock ownership guidelines to further align the interests of our directors with those of our stockholders to promote long-term value in our securities and to mitigate potential compensation-related risk. Our stock ownership guidelines require our directors to achieve and maintain a minimum investment position in our common stock equal to three times the annual equity retainer (currently, $150,000).

PositionMultiple of
Annual Equity Retainer
Non-Employee Director3x

Unexercised options and unvested equity do not count toward the satisfaction of minimum stock ownership requirements. Until compliance is achieved or at any time necessary to reestablish compliance, directors must retain at least 50% of net shares received. Directors have until the later of five years from the date of adoption of the guidelines or from the date of appointment as a director to comply with this requirement.





MERIDIANLINK | 2023 PROXY STATEMENT    18


EXECUTIVE OFFICERS
ALAN ARNOLDSEAN W. BLITCHOKChief OperatingFinancial Officer
Age: 6149
Mr. ArnoldBlitchok has served as our chief operatingfinancial officer since March 2018. Prior to that, he served as the President, Chief Operating Officer, Chief Technology Officer, Executive Vice President, and served on the board of directors of Vision Solutions, Inc., a data recovery software company, from August 2001 to March 2017, where he led the company’s business strategy and global operations.June 2022. Prior to that, Mr. ArnoldBlitchok served as the senior vice president of finance and operations at BlackLine, Inc., a Senior Managercloud-based financial operations management platform specializing in accounting software development, from August 2021 to June 2022. Mr. Blitchok served as the vice president of Ernst & Young, LLPfinance and strategy at Salesforce, Inc., a cloud-based software company providing relationship management software and applications to consumers, from 1995June 2017 to 2001.August 2021, and as its vice president of operations and shared services from January 2013 to June 2017. Mr. Arnold attended Chapman UniversityBlitchok previously served as senior finance director, finance director, and enterprise risk manager at the Hewlett-Packard Company, a multinational information technology company, from June 2004 to January 2013. Mr. Blitchok holds a B.S. in Businesssociology and Managementbusiness law from theWestern Michigan University and an M.B.A. from Michigan State University, Eli Broad College of Redlands.Business.

CHAD MARTINCHRIS MALOOFChief Financial OfficerPresident, Go To Market
Age: 5240
Mr. MartinMaloof has served as our chief financial officerpresident, Go To Market since May 2018. Previously, he served as the Chief Financial Officer of DealerSocket, Inc., which provides solutions for automotive CRM, websites, inventory management, and DMS for independent car dealers, from July 2016 to May 2018.June 2022. Prior to that, Mr. MartinMaloof served as our chief product officer from October 2019 to June 2022. Mr. Maloof served as senior vice president of product management, professional services & sales engineering at Rogue Wave Software from July 2018 to August 2019 and as vice president, strategy and corporate development at Aspira from October 2017 to July 2018. Before joining Aspira, Mr. Maloof held various leadership positions at ACTIVE Network, including vice president, operations, and began his career in engineering at General Electric. Mr. Maloof currently serves on the Chief Financial Officerboard of P2 Energy Solutions, which providesdirectors of Motus LLC, a software and solutions to the upstream and mid-stream oil and gas sectors, from January 2012 to July 2016.technology service company in which certain investment funds advised by Thoma Bravo hold an investment. Mr. Martin previously served as President and Chief Financial Officer of Home Care Assistance, LLC from February 2011 to January 2012; Chief Financial Officer of Pacific Pulmonary Services, LP from 2004 to 2011; and Vice President, Technology, Media, and Telecommunications Group, Investment Banking Division, of Goldman, Sachs & Co. from 1996 to 2004. Mr. MartinMaloof holds a B.B.A. degreeB.S. in Business (Finance)electrical engineering from Texas ChristianBoston University and an M.B.A. from the Stanford Graduate School of Business.Harvard Business School.

TIMOTHY NGUYEN
Chief Strategy Officer Director
Age: 4647
Mr. Nguyen’s biographical information appears under Proposal No. 1 - Election of Directors herein.

NICOLAAS VLOK
Chief Executive Officer Director
Age: 4950
Mr. Vlok’s biographical information appears under Proposal No. 1 - Election of Directors herein.

MERIDIANLINK | 20222023 PROXY STATEMENT    1719


EXECUTIVE COMPENSATION
Our named executive officers, or NEOs, for 20212022 are as follows:

20212022 NAMED EXECUTIVE OFFICERS:
Nicolaas VlokChad MartinSean BlitchokAlan ArnoldChris Maloof
Chief Executive OfficerChief Financial OfficerChief Operating OfficerPresident, Go To Market

20212022 Summary Compensation Table
The following table, footnotes, and accompanying narratives set forth the compensation paid to our NEOs for the fiscal years indicated.
Name and
Principal Position
YearSalary
($)
Bonus
($)
Stock
Awards(1)
($)
Option
Awards(2)
($)
Non-Equity
Incentive Plan
Compensation(3)
($)
All Other
Compensation(4)
($)
Total
($)
Nicolaas Vlok
Chief Executive Officer
2021600,000 — 2,220,000 13,455,592 757,865 63,847 17,097,304 
2020604,615 21,000 — — 639,368 2,500 1,267,483 
Chad Martin
Chief Financial Officer
2021393,251 — 1,340,001 1,901,703 392,217 28,025 4,055,197 
2020367,808 12,775 377,339 6,092 764,014 
Alan Arnold
Chief Operating Officer
2021333,092 — 945,000 1,341,122 284,738 18,121 2,922,073 
Name and
Principal Position
YearSalary
($)
Bonus(1)
($)
Stock
Awards(2)
($)
Option
Awards(3)
($)
Non-Equity
Incentive Plan
Compensation(4)
($)
All Other
Compensation(5)
($)
Total
($)
Nicolaas Vlok
Chief Executive Officer
2022600,000 — 4,646,240 1,548,743 510,000 4,000 7,308,983 
2021600,000 — 2,220,000 13,455,592 757,865 63,847 17,097,304 
Sean Blitchok(6)
Chief Financial Officer
2022228,462 380,000 4,009,032 1,299,996 181,726 4,000 6,103,216 
Chris Maloof
President, Go To Market
2022430,046 — 4,187,155 1,368,739 364,500 4,000 6,354,440 
(1)The amount reported for Mr. Blitchok represents a $350,000 signing bonus pursuant to his employment agreement and a $30,000 bonus for his individual contributions in 2022, as discussed in further detail below. Pursuant to the terms of his employment agreement, in the event that Mr. Blitchok’s employment is terminated by us for cause or he resigns for any reason prior to the second anniversary of his start date, he is obligated to repay all or a portion of the signing bonus as follows: if such termination occurs within six months of the start date, 100% of the signing bonus; if such termination occurs after six months but prior to one year after the start date, 75% of the signing bonus; if such termination occurs after one year but prior to 18 months after the start date, 50% of the signing bonus; and if such termination occurs after 18 months but prior to two years after the start date, 25% of the signing bonus.
(2)The amounts reported represent the aggregate grant date fair value of restricted stock units awarded to the NEOs, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 79 to our consolidated financial statements included our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, filed with the SEC on March 10, 2022.9, 2023. The amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the actual economic value that may be received by the NEOs upon the settlement of the restricted stock units or any sale of the underlying shares of common stock.
(2)(3)The amounts reported represent the aggregate grant date fair value of the stock options awarded to the NEOs, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. In addition, the amount reported for Mr. Vlok in 2021 includes $10,305,000 inthe incremental fair value attributable to the modification of his performance-based stock option award in connection with the IPO. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 79 to our consolidated financial statements included our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 10, 2022.9, 2023. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to actual economic value that may be received by the NEOs upon exercise of the stock options or any sale of the underlying shares of common stock.
(3)(4)For more information on these bonuses,amounts, see the description of the annual performance bonusescash incentive compensation below.
(4)(5)The amounts reported for 20212022 represent company 401(k) matching contributions and a cash paymentcontributions.
(6)Mr. Blitchok joined the company as chief financial officer on June 13, 2022. His annualized base salary for accrued but unused vacation time that we made in connection with a change from an accrual-based vacation policy to an unlimited vacation policy.2022 was $440,000.


Narrative Disclosure to Summary Compensation Table:
Our board of directors and compensation committee review compensation annually for our executive officers. In setting executive base salaries and annual incentives and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to
MERIDIANLINK | 2023 PROXY STATEMENT    20


achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, annual incentives, and/or long-term incentives.
MERIDIANLINK | 2022 PROXY STATEMENT    18



Our compensation committee is responsible for reviewing and recommending to the board of directors the compensation for all of our executive officers. Our compensation committee and board of directors typically review and discuss management’s proposed compensation with the chief executive officer for all executive officers other than the chief executive officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee recommends the compensation for the executive officers to our board of directors for approval. Our board of directors discusses the compensation committee’s recommendation and ultimately approves the compensation of our executive officers.

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment and evaluation of our executive compensation programs and related policies. In 2021,2022, the compensation committee retained the services of Semler Brossy Consulting Group, or Semler Brossy, and Compensia, Inc., or Compensia, as its external independent compensation consultants. During 2021, Semler Brossy and2022, Compensia did not provide services to us other than the services to our compensation committee described herein. Our compensation committee performs an annual assessment of its compensation consultants’consultant’s independence to determine whether the consultants areconsultant is independent. Based on its evaluation, the compensation committee determined that Semler Brossy was and Compensia is independent and that theirits work has not raised any conflicts of interest.

Base Salary

Each NEO’s base salary is a fixed component of annual compensation for performing specific duties and functions and has been established by our board of directors taking into account each individual’s role, responsibilities, skills, and expertise. Base salaries are reviewed by our compensation committee, typically in connection with our annual performance review process, approved by our board of directors, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience. The annual base salaries of the NEOs as of December 31, 20212022 were $600,000 for Mr. Vlok, $406,061$440,000 for Mr. Martin,Blitchok, and $348,387$486,000 for Mr. Arnold.Maloof. Mr. Martin’sVlok’s 2022 base salary remained the same as his 2021 base salary, Mr. Blitchok’s base salary was set in connection with his hire, and Mr. Maloof’s base salary was increased from $365,000$357,143 to $406,061 and Mr. Arnold’s base salary was increased from $320,000 to $348,387,$486,000, in each case effective May 10, 2021.connection with his promotion in June 2022.

Annual Cash Incentive Compensation

Annual Performance-Based Bonuses. For the fiscal year ended December 31, 2021,2022, each of Messrs. Arnold, Martin,Vlok, Blitchok, and Vlok were eachMaloof was eligible to earn an annual bonuscash incentive compensation based on the achievement of certain performance objectives related to our EBITDA.a predetermined adjusted EBITDA target for the completed fiscal year. Actual bonusincentive compensation payouts are calculated based on the relative achievement of the adjusted EBITDA target, with a minimum threshold of achievement required before any amounts are funded. Such performance-based bonuses areincentive compensation is intended to provide an incentive to our NEOs and other executive officers to contribute to our annual growth and profitability objectives and to retain such executive officers.

For fiscal year ended December 31, 2021,2022, the target annual bonusincentive compensation for each of the NEOs was as follows: 85% of base salary for Mr. Vlok, 65%75% of base salary for Mr. Martin,Blitchok, and 55%75% of base salary for Mr. Arnold.Maloof. Mr. Blitchok’s target annual incentive compensation opportunity and actual 2022 annual incentive compensation was prorated to reflect his date of hire. In January 2023, the compensation committee determined to modify the original adjusted EBITDA target to reflect, among other things, acquisitions completed by the company during the year, leadership changes over the course of the year and associated costs, acceleration of the company’s data center migration, and other market headwinds, and determined that bonuses were earned at 100% of target levels due to our performance against the modified adjusted EBITDA target metric, which was achieved at 100% of the target. The annual bonuses earned by Messrs. Vlok, Martin,Blitchok, and ArnoldMaloof for the fiscal year ended December 31, 20212022 are reported in the “Non-Equity Incentive Plan Compensation” column of the 20212022 Summary Compensation Table above. The earned bonuses exceeded the target percentages due to our actual over performance relative to the EBITDA target metric, which was achieved at 148.6% of target.

Special Bonuses. Our CEO may recommend to the compensation committee, and for board approval, adjustments with respect to each payout of annual incentive compensation (other than with respect to the CEO’s own payment amount). In determining whether and to what extent any discretionary adjustments will be made, the compensation
MERIDIANLINK | 2023 PROXY STATEMENT    21


committee and board of directors typically consider the value provided by the relevant executive officer, as demonstrated by the challenges addressed and particular expertise required of such executive officer during the fiscal year. For 2022, the compensation committee recommended, and the board of directors approved, an upward adjustment of $30,000 to the annual incentive compensation for Mr. Blitchok in recognition of his performance during 2022, as reflected in the “Bonus” column of the 2022 Summary Compensation Table above.

Long-Term Equity Incentive Compensation

We believe long-term equity incentive awards encourage retention, provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the interests of our executives and our stockholders. Accordingly, our board of directors and compensation committee periodically review the equity incentive compensation of our NEOs and may grant equity incentive awards to them from time to time.

In connection with our IPO,2022, under our 2021 Plan, we granted restricted stock unit awards and stock options to our NEOs, which are described in more detail in the “Outstanding Equity Awards at 20212022 Fiscal Year-End” table below.

MERIDIANLINK | 2022 PROXY STATEMENT    19


Employment Arrangements with our Named Executive Officers

In connection with our IPO, weWe have entered into new employment agreements with each of Messrs. Arnold, Martin,Vlok, Blitchok, and Vlok.Maloof, each of which was amended in March 2023 to amend certain definitions in the agreements. In addition, each of our NEOs has entered into an agreement including confidentiality obligations, requiring the assignment of inventions, and containing other restrictive covenants.

Nicolaas Vlok. Mr. Vlok’s employment agreement has no specific term and constitutes at-will employment. Under the agreement, Mr. Vlok’s annual base salary for 20212022 was $600,000, which is subject to periodic review by our board of directors or our compensation committee. Mr. Vlok is also eligible to receive an annual bonus, determined by the board of directors or compensation committee. Mr. Vlok’s current target bonus is 85% of his base salary. In addition, Mr. Vlok is entitled to reimbursement for the cost of use of his personal aircraft for business related travel, subject to certain conditions. Mr. Vlok is also entitled to participate in all employee benefit plans and vacation policies in effect for our employees.

Pursuant to his employment agreement, in the event that Mr. Vlok’s employment is terminated by us without cause or if Mr. Vlok terminates his employment for good reason, as such terms are defined therein, subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary, the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if Mr. Vlok’s employment had not been terminated, and 100% of his target bonus for the then-current year, and (ii) continue for a period of up to 12 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In lieu of the foregoing payments and benefits, if Mr. Vlok’s employment with us is terminated by us without cause or Mr. Vlok terminates his employment for good reason within the period beginning three months before and ending 12 months after a change in control and subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a lump-sum cash severance payment equal to the sum of 24 months of his then-current base salary and the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) accelerate the vesting of all of the unvested equity awards held that were granted immediately on or after the effectiveness of the registration statement filed in connection with our IPO as of the later of (A) the date of termination or (B) the effective date of a separation agreement and release, and (iii) continue for a period of up to 18 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In addition, equity awards held by Mr. Vlok that were granted prior to the effectiveness of the registration statement filed in connection with our IPO will immediately accelerate and become fully exercisable or non-forfeitable in the event of a change in control during his employment with us.

Chad Martin.Sean Blitchok. Mr. Martin’sBlitchok’s employment agreement has no specific term and constitutes at-will employment. Under the agreement, Mr. Martin’sBlitchok’s annual base salary for 20212022 was $406,061,$440,000, which is subject to periodic review by our board of directors or our compensation committee. Mr. MartinBlitchok is also eligible to receive an annual bonus, determined by the board of directors or our compensation committee. Mr. Martin’sBlitchok’s current target bonus is 65%75% of his base salary. In connection with his appointment as chief financial officer, under the agreement, Mr.
MERIDIANLINK | 2023 PROXY STATEMENT    22


Blitchok received (i) a one-time cash signing bonus equal to $350,000 (which is subject to repayment in whole or in part in the event that Mr. MartinBlitchok’s employment is terminated by us for cause, as such term is defined in the employment agreement, or he resigns for any reason prior to the second anniversary of his start date as follows: if such termination occurs within six months of the start date, 100% of the signing bonus; if such termination occurs after six months but prior to one year after the start date, 75% of the signing bonus; if such termination occurs after one year but prior to 18 months after the start date, 50% of the signing bonus; and if such termination occurs after 18 months but prior to two years after the start date, 25% of the signing bonus) and (ii) equity awards with a value of approximately $5,200,000 in the aggregate (25% of the value of which is in the form of stock options and 75% of the value of which is in the form of restricted stock units). Mr. Blitchok is also entitled to participate in all employee benefit plans and vacation policies in effect for our employees.

Pursuant to his employment agreement, in the event that Mr. Martin’sBlitchok’s employment is terminated by us without cause or if Mr. MartinBlitchok terminates his employment for good reason, as such terms areterm is defined therein, subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary, the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if Mr. Martin’sBlitchok’s employment had not been terminated, and a pro-rated amount of his target bonus for the year in which the termination occurs, and (ii) continue for a period of up to 12 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In lieu of the foregoing payments and benefits, if Mr. Martin’sBlitchok’s employment with us is terminated by us without cause or Mr. MartinBlitchok terminates his employment for good reason within the period beginning three months before and ending 12 months after a change in control and subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a lump-sum cash severance payment equal to the sum of 18 months of Mr. Martin’sBlitchok’s then-current base salary and the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) accelerate the vesting of all of the unvested equity awards held that were granted immediately on or after the effectiveness of the registration
MERIDIANLINK | 2022 PROXY STATEMENT    20


statement filed in connection with our IPO as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) continue for a period of up to 18 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In addition, equity awards held by Mr. Martin that were granted prior to the effectiveness of the registration statement filed in connection with our IPO will immediately accelerate and become fully exercisable or non-forfeitable in the event of a change in control during his employment with us.

Alan Arnold.Chris Maloof. Mr. Arnold’sMaloof’s amended and restated employment agreement has no specific term and constitutes at-will employment. Under the agreement, Mr. Arnold’sMaloof’s annual base salary for 20212022 was $348,387,$486,000, which is subject to periodic review by our board of directors or our compensation committee. Mr. ArnoldMaloof is also eligible to receive an annual bonus, determined by the board of directors or our compensation committee. Mr. Arnold’sMaloof’s current target bonus is 55%75% of his base salary. In connection with his appointment as president, Go To Market, under the agreement, Mr. ArnoldMaloof received equity awards with a value of approximately $3,859,000 in the aggregate (25% of the value of which is in the form of stock options and 75% of the value of which is in the form of restricted stock units). Mr. Maloof is also entitled to participate in all employee benefit plans and vacation policies in effect for our employees.

Pursuant to his employment agreement, in the event that Mr. Arnold’sMaloof’s employment is terminated by us without cause or if Mr. ArnoldMaloof terminates his employment for good reason, as such terms are defined therein, subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary, the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if Mr. Arnold’sMaloof’s employment had not been terminated, and a pro-rated amount of his target bonus for the year in which the termination occurs, and (ii) continue for a period of up to 12 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In lieu of the foregoing payments and benefits, if Mr. Arnold’sMaloof’s employment with us is terminated by us without cause or Mr. ArnoldMaloof terminates his employment for good reason within the period beginning three months before and ending 12 months after a change in control and subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a lump-sum cash severance payment equal to the sum of 18 months of Mr. Arnold’sMaloof’s then-current base salary and the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) accelerate the vesting of all of the unvested equity awards held that were granted immediately on or after the effectiveness of the registration statement filed in connection with our IPO as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) continue for a period of up to 18 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had
MERIDIANLINK | 2023 PROXY STATEMENT    23


remained employed by us. In addition, equity awards held by Mr. ArnoldMaloof that were granted prior to the effectiveness of the registration statement filed in connection with our IPO will immediately accelerate and become fully exercisable or non-forfeitable in the event of a change in control during his employment with us.
MERIDIANLINK | 20222023 PROXY STATEMENT    2124


Outstanding Equity Awards at 20212022 Fiscal Year-End
The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2021.2022.
Option AwardsStock AwardsOption AwardsStock Awards
NameNameGrant DateNumber of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number Of
Shares
or Units
of Stock
That Have
Not Vested
(#)
Market
Value of
Shares
or Units
of Stock
That Have
Not Vested(1)
($)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
NameGrant DateNumber of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number Of
Shares
or Units
of Stock
That Have
Not Vested
(#)
Market
Value of
Shares
or Units
of Stock
That Have
Not Vested(1)
($)
Nicolaas Vlok

Nicolaas Vlok

7/27/2021— — — 
85,385(2)
1,842,608 — — 
Nicolaas Vlok

5/2/2022— 
189,697(2)
16.61 5/2/2032— — 
7/27/2021
213,462(2)
26.00 7/27/20315/2/2022— — — — 
 256,415(2)
3,520,578 
10/9/20191,155,818 
228,123(3)
6.06 10/9/20297/27/202166,708 
146,754(3)
26.00 7/27/2031— — 
10/9/2019804,166 — 6.06 10/9/20297/27/2021— — — — 
 58,701(3)
805,965 
11/30/2018— — 
13,889(4)
299,725 — — 10/9/20192,188,109 — 6.06 10/9/2029— — 
Chad Martin

7/27/2021
128,846(2)
26.00 7/27/2031— — — — 
7/27/2021— — — 
51,538(2)
1,112,190 — — 
11/30/2018— — 
27,777(5)
599,428 
66,675(6)
1,438,847 
Alan Arnold7/27/2021
90,865(2)
26.00 7/27/2031— — — — 
7/27/2021— — — 
36,346(2)
784,347 — — 
11/30/2018— — — 
27,777(5)
599,428 
66,675(6)
1,438,847 
Sean BlitchokSean Blitchok7/1/2022— 
142,819(4)
17.66 7/1/2032— — 
7/1/2022— — — — 
227,012(4)
3,116,875 
Chris MaloofChris Maloof7/1/2022— 
105,988(5)
17.66 7/1/2032— — 
7/1/2022— — — — 
168,469(4)
2,313,079 
5/2/2022— 
49,483(2)
16.61 5/2/2032— — 
5/2/2022— — — — 
66,887(2)
918,359 
7/27/202130,049 
66,104(3)
26.00 7/27/2031— — 
7/27/2021— — — — 
26,441(3)
363,035 
10/15/2019100,625 
15,625(6)
6.06 10/15/2029— — 
10/15/2019— — 
18,750(7)
6.06 10/15/2029— — 
(1)Represents the fair market value of the unvested restricted stock units and unvested restricted stock awards as of December 31, 20212022 based on the closing market price of our common stock on December 31, 2021,30, 2022, the last trading day of 2021,2022, of $21.58$13.73 per share.
(2)The award vests over four years, with 25% vesting on May 2, 2023 and the remainder vesting in 12 equal quarterly installments on the first day of the applicable month thereafter, in each case subject to the NEO’s continued service through each such date.
(3)The award vests over four years, with 25% vesting on July 27, 2022 and the remainder vesting in 12 equal quarterly installments on the first day of the applicable month thereafter, in each case subject to the NEO’s continued service through each such date.
(3)(4)One thirdThe award vests over four years, with 25% vesting on June 13, 2023 and the remainder vesting in 12 equal quarterly installments on the first day of the shares underlying this option vested on September 1, 2020, and the remaining shares underlying this option vest in 24 equal monthly installmentsapplicable month thereafter, in each case subject to Mr. Vlok’sthe NEO’s continued service to us through each such date.
(4)The shares underlying this award vest as follows: 25% of such shares vested on May 31, 2019, and the remaining shares vest in 36 equal monthly installments thereafter, in each case subject to Mr. Vlok’s continued service to us through each such date.
(5)The shares underlying this award vest as follows:vests over four years, with 25% of such shares vestedvesting on May 31, 2019,June 15, 2023 and the remaining shares vestremainder vesting in 12 equal quarterly installments on the first day of the applicable month thereafter, in each case subject to the NEO’s continued service through each such date.
(6)The award vests over four years, with 25% vesting on October 14, 2020, and the remainder vesting in 36 equal monthly installments thereafter, in each case subject to the NEO’sNEO's continued service to us through each suchthe applicable vesting date.
(6)(7)The shares underlying thisThis award vestvests upon the achievement of a predetermined EBITDA metric for 2022 and all such shares vest immediately prior to a sale of the Company,company, subject to the NEO’s continued employment through such sale. In February 2023, based on having met the performance metric for 2022, all of such units were earned and the restrictions lapsed on such units.


Additional Narrative Disclosure:
Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

MERIDIANLINK | 20222023 PROXY STATEMENT    2225



401(k) Plan

We participate in a retirement savings plan, or 401(k) plan, that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code, or the Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who are at least 18 years of age are generally eligible to participate in the 401(k) plan, subject to certain criteria, including attaining at least three months of service with us. Participants may make pre-tax and certain after-tax salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. Our 401(k) plan allows for discretionary matching contributions under the plan equal to 50% of up to the first 8% of eligible compensation, capped at $4,000 annually per employee. In addition, we have the ability to make discretionary non-elective contributions under the 401(k) plan. Matching and non-elective contributions made by us are generally subject to a vesting schedule whereby 100% of such contributions are vested as of the participants’ sixth year of service.


Executive Stock Ownership Guidelines
In December 2022, our board of directors established stock ownership guidelines to further align the interests of our executive officers, as well as our broader executive leadership team, with those of our stockholders to promote long-term value in our securities and to mitigate potential compensation-related risk. Our stock ownership guidelines require our executive officers and other executive leadership team members to achieve and maintain a minimum investment position in our common stock equal to a multiple of their base salary.

PositionMultiple of
Base Salary
Chief Executive Officer (CEO)6x
Non-CEO Section 16 Officer3x
Non-CEO/Non-Section 16 ELT Member2x

Unexercised options and unvested equity do not count toward the satisfaction of minimum stock ownership requirements. Until compliance is achieved or at any time necessary to reestablish compliance, executive officers and other executive leadership team members must retain at least 50% of net shares received. Each covered person has until the later of five years from the date of adoption of the guidelines or from the date of appointment as a covered person to comply with this requirement.
MERIDIANLINK | 20222023 PROXY STATEMENT    2326


AUDIT MATTERS
Audit Committee Report
The audit committee of the board of directors operates pursuant to a charter that is available in the “Governance” section of our investor relations website at ir.meridianlink.com. The audit committee is appointed by the board of directors to assist the board of directors in fulfilling its oversight responsibilities by reviewing: (1) the integrity of our financial statements; (2) our compliance with legal and regulatory requirements; (3) the independent registered public accounting firm’s qualifications, independence, and performance; and (4) the performance of our internal audit department, if any.department.

The audit committee also appoints, compensates, and oversees the work of the independent registered public accounting firm. The audit committee reviews with the independent registered public accounting firm the plans and results of the audit engagement, approves and pre-approves professional services provided, considers the range of audit and non-audit fees, and reviews the adequacy of MeridianLink’s financial reporting process.

Management is responsible for the preparation of the financial statements and the reporting process. The independent registered public accounting firm has the responsibility for the examination of the financial statements and expressing an opinion on the conformity of the audited consolidated financial statements with generally accepted accounting principles in the United States and as to the effectiveness of MeridianLink’s internal control over financial reporting. The audit committee monitors and oversees these processes.

In performing its responsibilities, the audit committee reviewed and discussed with management and BDO USA, LLP, or BDO, our independent registered public accounting firm, the audited consolidated financial statements for the year ended December 31, 2021.2022. The audit committee has also discussed with BDO the matters required to be discussed by the Public Company Accounting Oversight Board, or PCAOB, and the SEC.

The audit committee received written disclosures and the letter from the independent registered public accounting firm pursuant to the applicable requirements of the PCAOB regarding BDO’s communications with the audit committee concerning independence and has discussed with BDO its independence.

Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in MeridianLink’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, as filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

This report has been furnished by the current members of the audit committee.


Audit Committee

A.J. JangalapalliMark Sachleben
James Lines,Duston Williams, Chair
Pam MurphyPaul Zuber

April 27, 202226, 2023
MERIDIANLINK | 20222023 PROXY STATEMENT    2427


Proposal No. 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm
The audit committee has appointed BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022,2023, and we are asking our stockholders to ratify this appointment.

BDO has served as our independent registered public accounting firm since 2020. In making the determination to appoint BDO for the next fiscal year, the audit committee annually reviews and considers, among other factors, BDO’s independence and performance. The audit committee believes that the continued retention of BDO as our independent registered public accounting firm is in the best interests of MeridianLink and our stockholders. Although ratification of the audit committee’s appointment of BDO is not required, we value the opinions of our stockholders and believe that such stockholder ratification is a good corporate governance practice. If the stockholders do not ratify the selection, however, the audit committee will reconsider whether it is appropriate to select a different independent registered public accounting firm. In such event, the audit committee may retain BDO, notwithstanding the fact that the stockholders did not ratify the selection, or may select another independent registered public accounting firm without re-submitting the matter to the stockholders. Even if the selection is ratified, the audit committee may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of MeridianLink and its stockholders.

A representative of BDO is expected to be present at the Annual Meeting and will have an opportunity to make a statement if so desired and to answer appropriate questions from the stockholders.

Pre-Approval Policies and Procedures:
The audit committee maintains a policy regarding the approval of all audit and permissible non-audit services to be performed by our independent registered public accounting firm. Pursuant to this policy, all audit or non-audit services must be approved in advance by our audit committee or in accordance with pre-approval procedures. A service will be considered pre-approved by the audit committee (without any further action) if specified as a pre-approved service, as determined by the audit committee from time to time. Any such pre-approval details the particular service or type of services to be provided and may also be subject to a maximum dollar amount.

If the service is not specified as pre-approved, separate approval must be obtained from the audit committee, or its delegate with the authority to grant pre-approvals, prior to the provision of service from the independent registered public accounting firm. If pre-approval is obtained from a delegate, the auditor may be engaged to commence the service, but the decision must be reported to the audit committee at its next scheduled meeting.

Our audit committee has pre-approved all services performed by the independent registered public accounting firm since the pre-approval policy was adopted prior to our IPO.in 2022.

Fees and Services:
The following table sets forth the billed fees for services provided by BDO for the years ended December 31, 20212022 and 2020.2021.
2021
($)
2020
($)
2022
($)
2021
($)
Audit Fees(1)
Audit Fees(1)
$1,059,857 $667,438 
Audit Fees(1)
$649,769 $1,059,857 
Audit-Related Fees(2)
Audit-Related Fees(2)
69,800 94,493 
Audit-Related Fees(2)
144,414 69,800 
Tax Fees(3)
Tax Fees(3)
291,800 65,800 
Tax Fees(3)
497,255 291,800 
All Other FeesAll Other Fees— — All Other Fees— — 
Total FeesTotal Fees$1,421,457 $827,731 Total Fees$1,291,438 $1,421,457 
(1)Audit fees relate toconsist of professional services rendered in connection with the auditaudits of our annual financial statements, and internal control over financial reporting, reviewreviews of our quarterly financial statements, and audit services provided in connection with other regulatory or statutory filings, including our IPO in 2021, for which we have engaged BDO.
(2)Audit-related fees consist of assurance and services performed in connection with our 401(k) plan audit and due diligence services provided in connection with certain business combinations.
MERIDIANLINK | 20222023 PROXY STATEMENT    2528


(2)Audit-related fees consist of assurance and services that are reasonably related to the performance of the audit or review of our financial statements.
(3)Tax fees consist of fees for tax consultation and advice and tax return preparation.

Required Vote:
Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20222023 requires an affirmative vote of a majority of votes properly cast. Abstentions are not treated as cast either for or against a matter, and therefore will not affect the outcome of the vote. Broker non-votes are not considered votes cast and will have no effect on the outcome of the vote.

Recommended Vote:
R
The board of directors recommends a vote “FOR” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.
MERIDIANLINK | 20222023 PROXY STATEMENT    2629


STOCK OWNERSHIP
Equity Compensation Plan Information
The following table sets forth information regarding our equity compensation plans as of December 31, 2021.2022.

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
(a)
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(1)
($)(b)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(c)
Equity compensation plans approved by stockholders(2)
5,330,341 (3)13.054,375,084 (4)
Equity compensation plans not approved by stockholders
Total5,330,341 13.054,375,084 
Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
(a)
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(1)
($)(b)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(c)
Equity compensation plans approved by security holders(2)
7,851,614 (3)13.216,158,947 (4)
Equity compensation plans not approved by security holders
Total7,851,614 13.216,158,947 
(1)The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding restricted stock unit awards, which have no exercise price.
(2)Includes our 2021 Plan and 2021 Employee Stock Purchase Plan, or ESPP. Our 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase each January 1, beginning on January 1, 2022, by 5% of the number of outstanding shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by our compensation committee. On January 1, 2022,2023, the number of shares available for issuance under the 2021 Plan increased automatically by 4,021,2504,035,403 shares pursuant to this provision. This increase is not reflected in the table above. Similarly, our ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022, by the least of 900,000 shares of our common stock, 1% of the number of outstanding shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by the ESPP’s administrator. On January 1, 2022,2023, the number of shares available for issuance under the ESPP increased automatically by 804,250807,081 shares pursuant to this provision. This increase is not reflected in the table above.
(3)Includes 4,256,8124,739,783 shares subject to outstanding options and 1,073,5293,111,831 shares subject to outstanding restricted stock unit awards granted under the 2021 Plan. Amount does not include purchase rights accruing under the Employee Stock Purchase PlanESPP because the purchase right (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.
(4)Includes 3,564,7394,672,052 shares available for issuance under the 2021 Plan and 810,3451,486,895 shares reserved for issuance under the ESPP.


Security Ownership of Certain Beneficial Owners, Directors, and Management
The following table sets forth information as of April 13, 2022,12, 2023, unless otherwise indicated, regarding the beneficial ownership of our common stock by: (1) each director and nominee; (2) each NEO; (3) all current directors and executive officers as a group; and (4) each person known to us to beneficially own more than 5% of our outstanding common stock. Unless otherwise indicated, the named beneficial owner has sole voting power and sole investment power with respect to the shares indicated as beneficially owned.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 12, 2023, as well as shares of common stock issuable upon the vesting and settlement of restricted stock unit awards within 60 days of April 13, 202212, 2023 are considered outstanding and beneficially owned by the person holding the options or restricted stock unit awards for the purpose of calculating the percentage ownership of that person, but not for the purpose of calculating the percentage ownership of any other person. The number of shares beneficially owned excludes shares of our common stock that may be purchased pursuant to our ESPP within 60 days of April 12, 2023, as the current offering period under our ESPP remains open as of the date of this proxy statement, and, therefore, we cannot definitively calculate the number of
MERIDIANLINK | 2023 PROXY STATEMENT    30


shares of our common stock subject that will be purchasable pursuant to the ESPP. As of April 13, 2022,12, 2023, there were 80,508,90080,679,490 shares of our common stock outstanding.

MERIDIANLINK | 2022 PROXY STATEMENT    27


Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, CA 92626.

Name of Beneficial OwnerNumber of Shares Beneficially OwnedPercent of Outstanding Shares Beneficially Owned
Named Executive Officers and Directors:
Alan Arnold(1)
506,911 *
A.J. Jangalapalli
James Lines
Chad Martin(2)
569,946 *
Pam Murphy
Timothy Nguyen(3)
13,738,892 17.1 %
Reema Poddar
A.J. Rohde
Nicolaas Vlok(4)
2,172,435 2.6 %
Yael Zheng
Paul Zuber(5)
258,673 *
All current directors and executive officers as a group (11 individuals)17,246,857 20.9 %
5% Stockholders:
Thoma Bravo Funds(6)
40,463,246 50.3 %
Entities Affiliated with Serent Capital(7)
4,575,082 5.7 %
Name of Beneficial OwnerNumber of Shares Beneficially OwnedPercent of Outstanding Shares Beneficially Owned
Named Executive Officers and Directors:
Sean Blitchok— 
A.J. Jangalapalli(1)
12,441 *
Chris Maloof(2)
142,099 *
Timothy Nguyen(3)
13,738,892 17.0 %
Reema Poddar(4)
12,636 *
A.J. Rohde(5)
12,441 *
Mark Sachleben— 
Nicolaas Vlok(6)
2,490,755 3.0 %
Duston Williams— 
Yael Zheng(7)
13,294 *
Paul Zuber(8)
271,114 *
All current directors and executive officers as a group (11 individuals)(9)
16,693,672 20.1 %
5% Stockholders:
Entities Affiliated with Darlington Partners Capital(10)
4,090,854 5.1 %
Thoma Bravo Funds(11)
40,463,246 50.2 %
Entities Affiliated with Serent Capital(12)
4,575,082 5.7 %
*Represents beneficial ownership of less than 1% of outstanding shares of common stock.
(1)Includes 506,911 shares of common stock held by Alan Arnold.
(2)Includes (i) 89,897 shares of common stock held by Chad H. Martin and Crista L. Martin, Trustees of the Martin Family Trust dated March 9, 2010 and (ii) 480,0493,846 shares of common stock held by Mr. Martin. Chad MartinJangalapalli and Crista Martin, as co-trustees(ii) 8,595 shares of common stock issuable upon the Martin Family Trust dated March 9, 2010, share voting and dispositive power over the sharessettlement of RSUs held by this entity.Mr. Jangalapalli that are releasable within 60 days of April 12, 2023.
(2)Includes (i) 125,377 shares of common stock issuable upon the exercise of options held by Mr. Maloof that have vested or will vest within 60 days of April 12, 2023 and (ii) 16,722 shares of common stock issuable upon the settlement of RSUs held by Mr. Maloof that are releasable within 60 days of April 12, 2023.
(3)Includes (i) 11,067,120 shares of common stock held by SCML, LLC and (ii) 2,671,772 shares of common stock held by KCD30, LLC. Apichat Treerojporn, as sole manager of SCML, LLC, has sole voting and dispositive power over the shares held by the entity. Mr. Nguyen, as the sole manager of KCD30, LLC, has sole voting and dispositive power over the shares held by the entity.
(4)Includes (i) 4,041 shares of common stock held by Ms. Poddar and (ii) 8,595 shares of common stock issuable upon the settlement of RSUs held by Ms. Poddar that are releasable within 60 days of April 12, 2023.
(5)Includes (i) 3,846 shares of common stock held by Mr. Rohde and (ii) 8,595 shares of common stock issuable upon the settlement of RSUs held by Mr. Rohde that are releasable within 60 days of April 12, 2023.
(6)Includes (i) 29,810 shares of common stock held by the Vlok Family Trust, dated March 17, 2009, (ii) 30,557 shares of common stock held by Mr. Vlok, and (iii) 2,112,0682,328,926 shares of common stock issuable upon the exercise of options held by Mr. Vlok that have vested or will vest within 60 days of April 13, 202212, 2023, and (iv) 64,104 shares of common stock issuable upon the settlement of RSUs held by Mr. Vlok.Vlok that are releasable within 60 days of April 12, 2023. Nicolaas Vlok and MadelaineMadeleine Vlok, as co-trustees of the Vlok Family Trust, dated March 17, 2009, share voting and dispositive power over the shares held by this entity.
(5)(7)Includes (i) 4,699 shares of common stock held by Ms. Zheng and (ii) 8,595 shares of common stock issuable upon the settlement of RSUs held by Ms. Zheng that are releasable within 60 days of April 12, 2023.
(8)Includes (i) 258,673 shares of common stock held by DSL 2020, LLC.LLC and (ii) (ii) 3,846 shares of common stock held by Mr. Zuber and (iii) 8,595 shares of common stock issuable upon the settlement of RSUs held by Mr. Zuber that are releasable within 60 days of April 12, 2023. Paul Zuber, as the manager of DSL 2020, LLC, has sole voting and dispositive power over the shares held by the entity. DSL 2020, LLC’s sole member is Paul Zuber, Trustee of The Concordia 2020 Irrevocable Trust, a trust held for the sole benefit of Mr. Zuber’s children.
(6)(9)Includes (i) 14,115,568 shares of common stock held by our executive officers and directors, (ii) 2,454,303 shares of common stock issuable upon the exercise of options held by our executive officers and directors that have vested or will vest within 60 days of April 12, 2023, and (iii) 123,801 shares of common stock held by our executive officers and directors that are releasable within 60 days of April 12, 2023.
MERIDIANLINK | 2023 PROXY STATEMENT    31


(10)Based solely on information contained in a Schedule 13G filed by Darlington Partners Capital Management, LP, or DPCM LP, Darlington Partners GP, LLC, or DP GP, Scott W. Clark, and Ramsey B. Jishi on February 14, 2023 with the SEC. DPCM LP is the investment adviser of private investment funds (together, the “Funds”). DP GP is the general partner of DPCM LP and the Funds. Mr. Clark and Mr. Jishi are the managers of DP GP. The principal business address of each of the foregoing entities is 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904.
(11)Based solely on information contained in a Schedule 13G filed by Thoma Bravo UGP, LLC, Thoma Bravo Discover Fund, L.P,L.P., or Discover Fund, Thoma Bravo Discover Fund A, L.P., or Discover Fund A, Thoma Bravo Discover Fund II, L.P., or Discover Fund II, Thoma Bravo Discover Fund II-A, L.P., or Discover Fund II-A, and Thoma Bravo Discover Executive Fund II, L.P., or Discover Exec Fund II, with the SEC on February 4, 2022. Consists of 16,790,225 shares held directly by Discover Fund, 3,441,398 shares held directly by Discover Fund A, 13,986,203 shares held directly by Discover Fund II, 5,936,909 shares held directly by Discover Fund II-A, and 308,511 shares held directly by Discover Exec Fund II. Thoma Bravo Discover Partners, L.P., or Discover Partners, is the general partner of each of Discover Fund and Discover Fund A. Thoma Bravo Discover Partners II, L.P., or Discover Partners II, is the general partner of each of Discover Fund II, Discover Fund II-A, and Discover Exec Fund II. Thoma Bravo Discover UGP, LLC, or Discover UGP, is the general partner of Discover Partners. Thoma Bravo Discover UGP II, LLC, or Discover UGP II, is the general partner of Discover Partners II. Thoma Bravo UGP, LLC is the managing member of each of Discover UGP and Discover UGP II. By virtue of the relationships described in this footnote, Thoma Bravo UGP, LLC may be deemed to exercise voting and dispositive power with respect to the shares held directly by Discover Fund, Discover Fund A, Discover Fund II, Discover Fund II-A, and Discover Exec Fund II. The principal business address of the entities identified herein is c/o Thoma Bravo UGP, LLC, 150 North Riverside Plaza, Suite 2800, Chicago, Illinois 60606.
MERIDIANLINK | 2022 PROXY STATEMENT    28


(7)(12)Based solely on information contained in a Schedule 13G filed by Serent Capital Partners UGP III, LLC, or Serent III UGP, Serent Capital Partners III, L.P., or Serent III GP, Serent Capital III, L.P., or Serent III, and Serent Capital Associates III, L.P., or Serent III-A on February 11, 2022 with the SEC. Consists of 109,390 shares held directly by Serent III-A, and 4,465,692 shares held directly by Serent III. Serent III GP is the general partner of Serent III-A and Serent III. Serent III UGP is the general partner of Serent III GP. The principal business address of each of the foregoing entities is 44 Montgomery St, Suite 3450, San Francisco, California 94104.


Delinquent Section 16(a) Reports:
Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities. To our knowledge, based on a review of those reports and written representations from the reporting persons, we believe that during 2021, all reports were timely filed except for one Form 4 transaction by Mr. Arnold filed on August 27, 2021 and one Form 4 transaction for Mr. Nguyen filed on September 3, 2021, in each case due to administrative oversight.
MERIDIANLINK | 20222023 PROXY STATEMENT    2932


ADDITIONAL INFORMATION
Information About the Annual Meeting and Proxy Materials
Participating in the Annual Meeting:
1.How can I participate in the Annual Meeting?
Stockholders as of April 13, 2022,12, 2023, or the Record Date, and those who hold a valid proxy are permitted to attend and participate in the Annual Meeting to be held on Thursday, June 9, 20228, 2023 at 10:00 a.m., Pacific Time. The meeting will be held entirely in virtual format via webcast at www.virtualshareholdermeeting.com/MLNK2022.MLNK2023. While you will not be able to attend the meeting at a physical location, we have endeavored to offer stockholders the same rights and opportunities to participate as they would have in-person. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the virtual meeting.

To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/MLNK2022MLNK2023 and enter the 16-digit control number included on your Notice of Internet Availability, proxy card, or voting instruction form or within the body of the email for electronic delivery recipients. You may also submit a question approximately 15 minutes prior to the Annual Meeting start time after logging in with your control number. Questions submitted that are pertinent to the company and the meeting matters will be read aloud and answered, as time permits and in accordance with meeting procedures and rules of conduct for the Annual Meeting. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

If you are a beneficial owner and your Notice of Internet Availability or voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated therein. Otherwise, beneficial owners should contact their bank, broker, or other institution where they hold their account, preferably at least five days in advance of the Annual Meeting, and obtain a “legal proxy” in order to be able to participate in the Annual Meeting.

Whether or not you expect to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting via the Internet at www.proxyvote.com using your control number; telephone by calling 1-800-690-6903 or the number on your proxy card or voting instruction form; or, if you received printed proxy materials, by mail by marking, signing, dating, and returning your proxy card - in each case the deadline for voting is 11:59 p.m., Eastern Time, on Wednesday, June 8, 2022.7, 2023.

Interested persons who were not stockholders as of the Record Date or do not hold a valid proxy may view the Annual Meeting using the same link but will be unable to otherwise participate.

2.What if I experience technical difficulties?
We encourage you to access the Annual Meeting prior to the start time. Online access will open approximately 15 minutes before the Annual Meeting. If you have difficulty accessing the Annual Meeting during check-in or during the Annual Meeting, please call the numbers found on the virtual meeting page.

Proxy Materials:
3.Why did I receive these materials?
We are making this proxy statement and additional proxy materials available to you in connection with the solicitation of proxies by our board of directors for the Annual Meeting. Stockholders as of the Record Date are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under the SEC rules and is designed to assist you in voting your shares.

MERIDIANLINK | 20222023 PROXY STATEMENT    3033


4.What is included in these materials?
The proxy materials for our Annual Meeting include the notice of annual meeting, this proxy statement, and our Annual Report on Form 10-K for the year ended December 31, 2021.2022. If you requested printed versions of these materials by mail, these materials also include a proxy card or voting instruction form; otherwise, these materials also include the Notice of Internet Availability of Proxy Materials.

5.Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
Pursuant to SEC rules, we are furnishing proxy materials primarily over the Internet. Accordingly, on or about April 27, 2021,26, 2023, we sent a Notice of Internet Availability to most of our stockholders with instructions on how to access your proxy materials online or request a printed copy of the proxy materials by mail. The Notice of Internet Availability also contains instructions on how you may request to receive an electronic copy of our proxy materials by email. We encourage stockholders to take advantage of the availability of the proxy materials online to expedite receipt of proxy materials by our stockholders, assist in sustainable environmental practices, and reduce the cost to print and distribute the proxy materials.

6.What is “householding”?
If you and other residents at your mailing address own shares of common stock in street name, your bank or broker may deliver a single Notice of Internet Availability, or, if you requested printed versions by mail, this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021,2022, along with individual proxy cards, unless contrary instructions have been received from you. This procedure known as “householding” is designed to reduce the environmental impact of annual meetings as well as printing and postage costs and the volume of duplicate information stockholders receive. Stockholders may revoke their consent to future householding or enroll in householding by contacting Broadridge at 1-866-540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

Alternatively, if you wish to receive a separate set of this year’s proxy materials, we will, promptly and without charge, deliver them to stockholders upon request to our Corporate Secretary at MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626 or by email to InvestorRelations@meridianlink.com.

7.How do I access the proxy materials on the Internet?
The Notice of Internet Availability, proxy card, or voting instruction form will contain instructions on how to:
view our proxy materials for the Annual Meeting on the Internet;
vote your shares; and
elect to receive our future proxy materials in print by mail or electronically by email.

Our proxy materials are also available on our investor relations website at ir.meridianlink.com.

Voting Information:
8.Who may vote at the 20222023 Annual Meeting?
Only stockholders of record of our common stock as of the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting. As of the Record Date, there were 80,508,90080,679,490 shares of our common stock outstanding and entitled to vote. Each share of our common stock is entitled to one vote.

A list of stockholders of record as of the Record Date will be available for inspection by stockholders for any legally valid purpose germane to the Annual Meeting during the Annual Meeting at www.virtualshareholdermeeting.com/MLNK2022MLNK2023 and during the 10 days prior to the meeting upon request to review by emailing InvestorRelations@meridianlink.com.

9.What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If your shares are registered directly in your name with our registrar and transfer agent, Computershare Trust Company, N.A,N.A., you are considered the “stockholder of record” with respect to those shares. If your shares are
MERIDIANLINK | 20222023 PROXY STATEMENT    3134


held in an account at a bank, brokerage, or other institution, you are considered the “beneficial owner” of those shares held in “street name.”

10.How do I vote?
Whether or not you expect to attend the Annual Meeting, we urge you to vote and submit your proxy in advance to ensure that your vote will be represented at the Annual Meeting. Whether you are a stockholder of record or a beneficial owner, you may direct how your shares are voted in any one of four ways:
Via the Internet Prior to the Annual Meeting.Visit www.proxyvote.com and enter the control number found in your Notice of Internet Availability, proxy card, or voting instruction form.
By Telephone.Call the toll-free number found in the proxy card or voting instruction form or provided on the website listed on the Notice of Internet Availability.
By Mail.If you received or requested printed versions by mail, mark, sign, date, and return your proxy card in the accompanying prepaid envelope.
Via the Internet During the Annual Meeting.During the Annual Meeting, until the polls close, visit www.virtualshareholdermeeting.com/MLNK2022MLNK2023 and enter the control number included on your Notice of Internet Availability, proxy card, or voting instruction form or within the body of the email for electronic delivery recipients and follow the instructions on the website.

11.What happens if I do not vote or do not give specific voting instructions when I deliver my proxy?
The effect of not voting or not instructing your vote depends on whether you are a stockholder of record or a beneficial owner.
Stockholder of Record.If you do not vote, your unvoted shares will not be represented at the meeting and will not count toward the quorum requirement. If a quorum is present, your unvoted shares will not affect approval or rejection of a proposal. If you do vote, the persons named as proxies will vote your shares according to your instructions. In the absence of voting instructions on a properly executed proxy, however, the persons named as proxies will vote your shares according to the voting recommendations of the board of directors.
Beneficial Owner.If you do not vote, your bank or broker may represent your shares at the meeting for purposes of obtaining a quorum. If you do not vote or do not give voting instructions to your bank or broker, under stock exchange rules, it will be entitled to vote your shares in its discretion with respect to “routine” matters but will not be permitted to vote your shares with respect to “non-routine” matters. In the case of a non-routine matter, your shares will be considered “broker non-votes” on that proposal. If you do vote, your bank or broker will vote your shares according to your instructions.

Proposal No. 2 for the ratification of the appointment of the independent registered public accounting firm is considered a routine matter.

12.What constitutes a quorum in order to hold and transact business at the Annual Meeting?
The presence, in person or by proxy, of holders of a majority of the outstanding shares of common stock entitled to vote as of the Record Date will constitute a quorum for the transaction of business at the Annual Meeting. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. Unless a quorum is present at the Annual Meeting, no action may be taken at the meeting except the adjournment thereof until a later time.

13.What is the voting requirement to approve each of the proposals?
Assuming a quorum is present at the Annual Meeting:
Proposal No. 1 - Election of Directors.Directors nominated pursuant to Proposal No. 1 must receive a plurality of the votes properly cast on the election of directors, meaning that the director nominees receiving the most votes will be elected. Withheld votes will have no effect on the election of directors.
Proposal No. 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm.Ratification of the appointment of BDO as our independent registered public accounting firm for the fiscal year ending December 31, 20222023 requires an affirmative vote of a majority of votes properly cast. Abstentions are not treated as cast either for or against a matter and, therefore, will not affect the outcome of the vote.

MERIDIANLINK | 20222023 PROXY STATEMENT    3235


14.Can I revoke my proxy or change my vote after I have voted?
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting by: (1) voting again via the Internet prior to or during the Annual Meeting; (2) delivering another valid proxy bearing a later date; or (3) timely delivering a written revocation to the attention of our Corporate Secretary at MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626. Only your latest dated proxy that we receive at or prior to the Annual Meeting will be counted. Virtually attending the Annual Meeting will not automatically revoke your proxy unless you vote again.

15.Is my vote confidential?
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within MeridianLink or to third parties, except: (1) as necessary to meet applicable legal requirements; (2) to assert claims for or defend claims against us; (3) to allow for the tabulation of votes and certification of the vote; and (4) to facilitate a successful proxy solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to management.

16.Who will count the votes?
Broadridge will conduct the tabulation. Votes will be counted and certified by the inspector of election.

17.How are the proxies solicited?
We bear all expenses incurred in connection with the solicitations of proxies. We use Broadridge to assist in the distribution of proxy materials to our stockholders as well as reimburse brokers, fiduciaries, custodians, and other similar institutions for their costs in forwarding proxy materials to our beneficial owners. Our directors, officers, and employees, without additional compensation, may solicit proxies on our behalf in person or by mail, telephone, electronically, or other appropriate means of communication.

18.Where can I find the voting results of the Annual Meeting?
We expect to announce preliminary voting results at the Annual Meeting. We will also report the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

Other Matters:
The board of directors knows of no matters, other than the proposals identified in this proxy statement and accompanying Notice of Annual Meeting, which may properly come before the Annual Meeting. If any other matter, however, properly comes before the Annual Meeting for action, it is intended that the persons named as proxies will vote or refrain from voting in accordance with their best judgment pursuant to the discretionary authority conferred by the proxy.

20232024 Stockholder Proposals and Director Nominees:
Stockholder Proposals for Inclusion in the Proxy Statement for the 20232024 Annual Meeting
If a stockholder wishes to present a proposal for inclusion in our proxy statement with respect to and for consideration at the 20232024 Annual Meeting of Stockholders, we must receive the proposal in writing on or before the close of business on December 28, 20222023 and the proposal must otherwise comply with Rule 14a-8 under the Exchange Act and with the SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Rule 14a-8 proposals must be delivered by mail to the attention of our Corporate Secretary at MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626 and with a copy via email to InvestorRelations@meridianlink.com.

Other Proposals or Director Nominations for Presentation at the 20232024 Annual Meeting
Under our bylaws, if a stockholder wishes to present other business or nominate a director candidate for consideration at the 20232024 Annual Meeting of Stockholders, which shall not be included in our proxy statement, we must receive proper written notice of any such business or nomination no earlier than the close of business on February 9, 20232024 and no later than the close of business on March 11, 202310, 2024 and must otherwise comply with the requirements of our bylaws.

MERIDIANLINK | 20222023 PROXY STATEMENT    3336



If, however, the 20232024 Annual Meeting of Stockholders is not within 30 days before or 60 days after the anniversary of this year’s Annual Meeting, or if no annual meeting were held in the preceding year, we must receive such notice no earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the public announcement of the meeting date. Any such notice must include the information specified in the bylaws.

All notices of proposals or nominations, as applicable, must be addresseddelivered by mail to the attention of our Corporate Secretary at MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626 and with a copy via email to InvestorRelations@meridianlink.com.

To comply with the universal proxy rules, (once effective), stockholders who intend to solicit proxies in support of director nominees other than MeridianLink’s nominees must provide notice that sets forth the information required by Rule 14a-1914a-19(b) under the Exchange Act no later than April 10, 2023.9, 2024.

MeridianLink Documents
Our website contains our corporate governance guidelines, committee charters, and code of business conduct and ethics found in the “Governance” section of our investor relations website at ir.meridianlink.com. Copies of these documents, as well as a copy of our bylaws, are also available upon written request directed to the Corporate Secretary at MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626 or by email to InvestorRelations@meridianlink.com.

In addition, you can find a copy of our annual ESG Impact Report and associated highlights at meridianlink.com/esg.

Incorporation By Reference
To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of MeridianLink with the SEC, the section herein titled “Audit Committee Report,” to the extent permitted by the rules of the SEC, shall not be deemed to be so incorporated nor shall such information be deemed “filed,” unless specifically stated otherwise in such filing.

Links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites named, hyperlinked, or otherwise referenced herein is not, and shall not be deemed to be, incorporated by reference into this proxy statement or in any other report or document we file with the SEC.


This proxy statement includes trademarks, such as MeridianLink®, which are protected under applicable intellectual property laws and are the property of MeridianLink, Inc. or its subsidiaries. This proxy statement may also contain trademarks, service marks, copyrights, and trade names of other companies, which are the property of their respective owners. Solely for convenience, our trademarks and trade names referred to in this proxy statement may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

This proxy statement contains information that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, these statements can be identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions, although not all forward-looking statements contain these identifying words. Further, statements describing our strategy, outlook, plans, intentions, or goals, including corporate governance and compensation strategies, are also forward-looking statements. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, risks set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the most recently ended fiscal year, ended December 31, 2021,any updates in our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K, and our other SEC filings. AnyThese forward-looking statement contained herein isstatements are based on reasonable assumptions as of the date hereof. YouThe plans, intentions, or expectations disclosed in our forward-looking statements may not be achieved, and you should not rely upon forward-looking statements as predictions of future events. We undertake no obligation, other than as required by applicable law, to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
MERIDIANLINK | 20222023 PROXY STATEMENT    3437


















































MeridianLink, Inc.
Costa Mesa, CA



mlnk2022proxycard_pagex1.jpgmlnk2023proxycard_pagex1.jpg





mlnk2022proxycard_pagex2.jpgmlnk2023proxycard_pagex2.jpg