By Order of the Board of Directors, | | | |
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Jacob Scott General Counsel and Corporate Secretary | | | |
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New York, New York May 3, 2024 | | |
Filed by the Registrant | | | ☒ |
Filed by a Party other than the Registrant | | | ☐ |
☐ | | | 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 Pursuant to § 240.14a-12 |
☒ | | | 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. |
1. | To elect |
2. | To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. |
3. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, |
4. | To transact such other business as may properly come before the Annual Meeting and any adjournments, continuations or postponements thereof. |
By Order of the Board of Directors, | | | |
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Jacob Scott General Counsel and Corporate Secretary | | | |
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New York, New York May 3, 2024 | | |
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• | Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote at the Annual Meeting. |
• | Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If, on the Record Date, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are considered the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You also are invited to attend the Annual Meeting. |
• | To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/CXM2024, starting at 10:00 a.m., Eastern Daylight Time, on June 13, 2024. The webcast will open 15 minutes before the start of the Annual Meeting. |
• | To vote in advance of the Annual Meeting through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and 16-digit control number from the Notice or the printed proxy card. Your Internet vote must be received by 11:59 p.m., Eastern Daylight Time, on June 12, 2024 to be counted. |
• | “FOR” the election of each of the three nominees for director (Proposal 1); |
• | “FOR” the advisory approval of executive compensation (Proposal 2); and |
• | “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 (Proposal 3). |
Proposal | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non- Votes | |||
| | The | | | Not applicable | | | No effect | ||||
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2. Advisory approval of the compensation of our named executive officers | | | ||||||||||
| | No effect | | | No effect |
Proposal | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non- Votes |
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3. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 | | | This proposal must receive “FOR” votes from the holders of shares representing a majority of the voting power of the shares of common stock present in person, by remote communication, if applicable, or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter. | | | No effect | | | Not applicable |
Name | | | Age | | | Position | | | Director Since |
Class I director nominees for election at the 2022 Annual Meeting of Stockholders | |||||||||
Ragy Thomas | | | 48 | | | Founder, Chairman and Chief Executive Officer | | | 2009 |
Matthew Jacobson | | | 38 | | | Director | | | 2014 |
Class II directors continuing in office until the 2023 Annual Meeting of Stockholders | |||||||||
Neeraj Agrawal | | | 49 | | | Director | | | 2011 |
Edwin Gillis | | | 73 | | | Director | | | 2015 |
Yvette Kanouff | | | 56 | | | Director | | | 2018 |
Class III directors continuing in office until the 2024 Annual Meeting of Stockholders | |||||||||
John Chambers | | | 72 | | | Director | | | 2017 |
Eileen Schloss | | | 68 | | | Director | | | 2022 |
Tarim Wasim | | | 44 | | | Director | | | 2020 |
Class I director not continuing in office after the 2022 Annual Meeting of Stockholders | |||||||||
Carlos Dominguez(1) | | | 63 | | | Vice Chairman, Chief Evangelist and Director | | | 2011 |
Name | | | Age | | | Position | | | Director Since |
Class III director nominees for election at the 2024 Annual Meeting of Stockholders | |||||||||
Trac Pham | | | 55 | | | Interim Chief Operating Officer and Director | | | 2023 |
Eileen Schloss | | | 70 | | | Lead Independent Director | | | 2022 |
Tarim Wasim | | | 46 | | | Director | | | 2020 |
Class I directors continuing in office until the 2025 Annual Meeting of Stockholders | |||||||||
Ragy Thomas | | | 50 | | | Founder, Chairman and Chief Executive Officer | | | 2009 |
Kevin Haverty | | | 58 | | | Director | | | 2022 |
Class II directors continuing in office until the 2026 Annual Meeting of Stockholders | |||||||||
Neeraj Agrawal | | | 51 | | | Director | | | 2011 |
Edwin Gillis | | | 75 | | | Director | | | 2015 |
Yvette Kanouff | | | 58 | | | Director | | | 2018 |
| Total Number of Directors | | | 8 | | |||||||||
| Gender | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Directors | | | 2 | | | 6 | | | — | | | — | |
| Demographic Background | | | | | | | | | | ||||
| African American or Black | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | 4 | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 2 | | | — | | | — | |
| Two or More Races or Ethnicities | | | 1 | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographic Background | | | — | |
| | Neeraj Agrawal | | | Edwin Gillis | | | Kevin Haverty | | | Yvette Kanouff | | | Trac Pham | | | Eileen Schloss | | | Ragy Thomas | | | Tarim Wasim | |
Executive Leadership Experience | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ||
Other Public Company Board Experience | | | ✔ | | | ✔ | | | | | ✔ | | | | | ✔ | | | | | ||||
Software and Technology Industry Experience | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Company Growth and Scale Experience | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Financial Experience | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | |
International Business Experience | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Mergers and Acquisitions Experience | | | ✔ | | | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
| | Fiscal Year Ended January 31, | ||||
| | 2022 | | | 2021 | |
| | (in thousands) | ||||
Audit Fees(1) | | | $1,922 | | | $1,051 |
Audit-related Fees | | | — | | | — |
Tax Fees(2) | | | 137 | | | 263 |
All Other Fees | | | — | | | — |
Total Fees | | | $2,059 | | | $1,314 |
Name | | | Age | | | Principal Position |
Ragy Thomas | | | | | Founder, Chief Executive Officer and Director | |
| | | | Chief Financial Officer | ||
Diane K. Adams | | | 64 | | | Chief Culture and Talent Officer |
| | | | Chief Customer Officer | ||
Amitabh Misra | | | 51 | | | Chief Technology Officer |
Arunkumar Pattabhiraman | | | 41 | | | Chief Marketing Officer |
Trac Pham | | | 55 | | | Interim Chief Operating Officer and Director |
Jacob Scott | | | 41 | | | General Counsel and Corporate Secretary |
NEOs | | | Title |
Ragy Thomas | | | Founder, Chief Executive Officer and Director |
Manish Sarin | | | Chief Financial Officer |
Diane Adams | | | Chief Culture & Talent Officer |
Scott Harvey(1) | | | Chief Customer Officer |
Paul Ohls(2) | | | Former Chief Revenue Officer |
Pavitar Singh(3) | | | Former Chief Technology Officer |
(1) | Mr. Harvey was hired as our EVP, Customer Operations effective September 25, 2023, and appointed as our Chief Customer Officer effective February 5, 2024. |
(2) | Mr. Ohls stepped down from the Chief Revenue Officer position effective February 5, 2024, and terminated service as an employee on March 16, 2024. |
(3) | Mr. Singh stepped down from the Chief Technology Officer position effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
• | In fiscal year 2024, we measured the achievement of Net New Annualized Recurring Revenue (“Net New ARR”) Bookings and Non-GAAP Operating Income as our top-line and bottom-line corporate performance goals respectively. These goals are tied to our non-equity incentive plan. We achieved fair results throughout the fiscal year; however, our top-line growth was limited in the last quarter combined with churn, and we did not meet our Net New ARR Bookings corporate performance goal. We outperformed our Non-GAAP Operating Income corporate performance goal. |
• | Equity grants are determined by our compensation committee based on a number of factors, including current corporate and individual performance, the chief executive officer’s recommendations, outstanding equity holdings and their retention value and total ownership, the historical value of our stock, internal equity amongst executives, and with reference to an analysis of competitive market data prepared by Compensia, Inc. (“Compensia”), our independent compensation consultant. In fiscal year 2024, we approved annual equity awards in the form of stock options that vest over a four-year period for Mr. Thomas and in the form of restricted stock units (“RSUs”) that vest over a four-year period for our remaining NEOs. Mr. Thomas was granted 1,512,373 stock options, and the RSUs granted to our remaining NEOs ranged from 192,483 to 733,272 shares. For fiscal year 2024, Mr. Harvey received a new hire equity grant of 291,165 RSUs. |
What we do: | |||
✔ | | | Award annual incentive compensation subject to the achievement of pre-determined performance goals |
✔ | | | Incorporate payout caps for performance-based incentives |
✔ | | | Responsible use of shares under our long-term incentive program |
✔ | | | Maintain an executive severance policy |
✔ | | | Consider guidance from an independent and experienced compensation consultant |
✔ | | | Assess risks of our compensation program |
✔ | | | Maintain minimum stock ownership guidelines for our executive officers and directors |
✔ | | | Maintain a NYSE compliant clawback policy for incentive compensation |
What we do not do: | |||
✘ | | | No guaranteed bonus payouts |
✘ | | | No hedging of our stock |
✘ | | | No pledging of our stock |
✘ | | | No excise tax gross ups |
✘ | | | No excessive perquisites |
✘ | | | No supplemental executive retirement plans |
Element of Compensation | | | Objectives | | | Key Points |
Base Salary (fixed compensation) | | | Provides financial stability and security through a fixed salary for performing job responsibilities. | | | The base salary of each executive, including each NEO, generally is determined and approved by our compensation committee. Base salaries are determined and generally are reviewed annually at the beginning of the fiscal year. |
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Non-Equity Incentive Plan Compensation (variable compensation) | | | Motivates and rewards employees for achieving rigorous annual corporate performance goals that relate to our key business objectives. | | | Our senior executive bonus plan (the “Bonus Plan”) provides our NEOs an opportunity to earn annual cash bonus payments contingent upon the attainment of certain performance goals as established by our compensation committee. The performance goals are based on achievement of Net New ARR Bookings (weighted at 70%) and Non-GAAP Operating Income (weighted at 30%). Target bonus amounts are set as a percentage of base salary. |
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Equity-Based Incentive Awards (variable compensation in the form of equity) | | | Motivates and rewards for long-term company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | | | Annual equity opportunities generally are reviewed and determined at the beginning of each fiscal year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by Compensia. |
• | Revenue: We focused on companies with a revenue size within a range of approximately 0.3x to 3.0x of our trailing four-quarter revenue ended July 31, 2022 (“Last Four-Quarter Revenue”); and |
• | Market Capitalization: We focused on companies with market capitalization within a range of approximately 0.25x to 4.0x of our 30-day average market capitalization. |
Alteryx | | | Duck Creek Technologies | | | New Relic | | | Sprout Social |
AppFolio | | | Elastic N.V. | | | Pegasystems | | | Workiva |
Blackline | | | Five9 | | | Qualtrics International | | | Zendesk |
Box | | | LivePerson | | | Semrush Holdings | | | Zuora |
Coupa Software | | | Momentive Global | | | Smartsheet | | |
NEO | | | Fiscal Year 2024 Base Salary | | | Percentage Increase from Fiscal Year 2023 Base Salary |
Ragy Thomas(1) | | | $575,000 | | | 4.5% |
Manish Sarin(2) | | | $480,480 | | | 4% |
Diane Adams(3) | | | $453,440 | | | 4% |
Scott Harvey(4) | | | $410,000 | | | – |
Paul Ohls(5) | | | $437,895 | | | 4% |
Pavitar Singh(6) | | | $478,736 | | | 4% |
(1) | Effective April 1, 2023, Mr. Thomas’s base salary increased to $575,000 in connection with the annual executive compensation review. |
(2) | Effective April 1, 2023, Mr. Sarin’s base salary increased to $480,480 in connection with the annual executive compensation review. |
(3) | Effective April 1, 2023, Ms. Adams’ base salary increased to $453,440 in connection with the annual executive compensation review. |
(4) | Mr. Harvey was hired as our EVP, Customer Operations effective September 25, 2023, and appointed as our Chief Customer Officer effective February 5, 2024. |
(5) | Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024. |
(6) | Mr. Singh’s base salary reflects the conversion from AED 1 to USD 0.2723 as of January 31, 2024. Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
NEO(1) | | | FY24 Target Bonus Opportunity (% of base salary) | | | FY24 Target Bonus Opportunity ($) |
Ragy Thomas | | | 100% | | | $570,959 |
Manish Sarin | | | 90% | | | $429,744 |
Diane Adams | | | 55% | | | $247,842 |
Scott Harvey(2) | | | 55% | | | $79,697 |
Paul Ohls | | | 90% | | | $391,655 |
Pavitar Singh(3) | | | 90% | | | $428,184 |
(1) | Target bonus opportunities were calculated based on prorated salary compensation for each of Ms. Adams and Messrs. Thomas, Sarin, Ohls and Singh, taking into account their salaries from February through March 2023 and new fiscal year 2024 salaries effective April 1, 2023. |
(2) | Target bonus opportunity is prorated based on Mr. Harvey start date of September 25, 2023. |
(3) | Mr. Singh’s target bonus reflects the conversion from AED 1 to USD 0.2723 as of January 31, 2024. Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
Corporate Performance Goal | | | Payout Formula(3) | | | Weight | | | Actual Achievement | | | Weighted Payout Percentage |
Net New ARR Bookings(1) | | | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | | | 70% | | | 0% | | | 0% |
Non-GAAP Operating Income(2) | | | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | | | 30% | | | 130% | | | 39% |
Total | | | | | | | | | 39% |
(1) | Net New ARR Bookings is a financial measure that we define as the annualized net dollar value of recurring license fees (“ARR”) added to Sprinklr’s portfolio during a period (gross ARR bookings less ARR lost). Our Net New ARR Bookings is an internal measure that we do not disclose for several reasons, including our belief that disclosure would result in competitive harm. If the results were disclosed, we believe that the information would provide competitors with insights into our operations and sales programs that would be harmful to us. |
(2) | Non-GAAP Operating Income is a financial measure that we define as our operating income excluding, as applicable, stock-based compensation expense-related charges, charges on litigation settlements, amortization of acquired intangible assets, and any other non-recurring item deemed to be non-GAAP. Non-GAAP Operating Income is a non-GAAP financial measure. For additional details and a reconciliation of Non-GAAP Operating Income to its most comparable GAAP measure, please see “Non-GAAP Financial Measures” in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024. |
(3) | For Net New ARR Bookings, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. For Non-GAAP Operating Income, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. |
NEO | | | Amount Paid Under Bonus Plan for FY24 ($) |
Ragy Thomas(1) | | | $222,674 |
Manish Sarin(2) | | | $167,600 |
Diane Adams(3) | | | $96,658 |
Scott Harvey(4) | | | $79,697 |
Paul Ohls(5) | | | — |
Pavitar Singh(6) | | | — |
(1) | Mr. Thomas’s incentive payment was prorated based upon his base salary of $550,000 from February 1, 2023 to March 31, 2023 and $575,000 from April 1, 2023 to January 31, 2024. |
(2) | Mr. Sarin’s incentive payment was prorated based upon his base salary of $462,000 from February 1, 2023 to March 31, 2023 and $480,480 from April 1, 2023 to January 31, 2024. |
(3) | Ms. Adams’s incentive payment was prorated based upon her base salary of $436,000 from February 1, 2023 to March 31, 2023 and $453,440 from April 1, 2023 to January 31, 2024. |
(4) | Mr. Harvey’s incentive payment was paid at 100% of his prorated target bonus amount as a result of Mr. Harvey not having had a material opportunity to alter the outcome of our achievement of the performance goals under the Bonus Plan due to his partial year of service. |
(5) | Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024, and he did not receive a bonus for this plan, but rather a severance bonus. |
(6) | Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023, and did not receive a bonus for this plan, but rather a severance bonus. |
NEO | | | Stock Options Granted (# of shares) | | | RSUs Granted (# of shares) |
Ragy Thomas | | | 1,512,373 | | | — |
Manish Sarin | | | — | | | 320,806 |
Diane Adams | | | — | | | 192,483 |
Scott Harvey | | | — | | | 291,165 |
Paul Ohls | | | — | | | 297,891 |
Pavitar Singh | | | — | | | 733,272 |
Position | | | Ownership Guideline Multiple of Base Pay |
Chief Executive Officer | | | 5.0x |
All other Officers | | | 1.0x |
Directors | | | 3.0x |
Name and Principal Position | | | Year | | | Salary ($)(1)(2) | | | Bonus ($) | | | Stock Awards ($)(3) | | | Option Awards ($)(3) | | | Non-Equity Incentive Compensation ($)(4)(2) | | | All Other Compensation ($)(5) | | | Total ($) |
Ragy Thomas Founder, Chairman and Chief Executive Officer | | | 2022 | | | 470,000 | | | — | | | — | | | — | | | 560,240 | | | 500 | | | 1,030,740 |
| 2021 | | | 455,000 | | | — | | | 639,000 | | | 3,333,000 | | | 728,066 | | | 500 | | | 5,155,566 | ||
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Luca Lazzaron Chief Revenue Officer | | | 2022 | | | 477,752 | | | — | | | — | | | — | | | 512,498 | | | — | | | 990,250 |
| 2021 | | | 459,200 | | | 580,945 | | | 532,500 | | | 2,871,000 | | | 649,600 | | | — | | | 5,093,245 | ||
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Pavitar Singh(6) Chief Technology Officer | | | 2022 | | | 438,339 | | | — | | | — | | | — | | | 470,250 | | | — | | | 908,589 |
NEO(1) | | | FY24 Target Bonus Opportunity (% of base salary) | | | FY24 Target Bonus Opportunity ($) |
Ragy Thomas | | | 100% | | | $570,959 |
Manish Sarin | | | 90% | | | $429,744 |
Diane Adams | | | 55% | | | $247,842 |
Scott Harvey(2) | | | 55% | | | $79,697 |
Paul Ohls | | | 90% | | | $391,655 |
Pavitar Singh(3) | | | 90% | | | $428,184 |
(1) | Target bonus opportunities were calculated based on prorated salary compensation for each of Ms. Adams and Messrs. Thomas, Sarin, Ohls and Singh, taking into account their salaries from February through March 2023 and new fiscal year 2024 salaries effective April 1, 2023. |
(2) | Target bonus opportunity is prorated based on Mr. Harvey start date of September 25, 2023. |
(3) | Mr. Singh’s target bonus reflects the conversion from AED 1 to USD 0.2723 as of January 31, 2024. Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
Corporate Performance Goal | | | Payout Formula(3) | | | Weight | | | Actual Achievement | | | Weighted Payout Percentage |
Net New ARR Bookings(1) | | | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | | | 70% | | | 0% | | | 0% |
Non-GAAP Operating Income(2) | | | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | | | 30% | | | 130% | | | 39% |
Total | | | | | | | | | 39% |
(1) | Net New ARR Bookings is a financial measure that we define as the annualized net dollar value of recurring license fees (“ARR”) added to Sprinklr’s portfolio during a period (gross ARR bookings less ARR lost). Our Net New ARR Bookings is an internal measure that we do not disclose for several reasons, including our belief that disclosure would result in competitive harm. If the results were disclosed, we believe that the information would provide competitors with insights into our operations and sales programs that would be harmful to us. |
(2) | Non-GAAP Operating Income is a financial measure that we define as our operating income excluding, as applicable, stock-based compensation expense-related charges, charges on litigation settlements, amortization of acquired intangible assets, and any other non-recurring item deemed to be non-GAAP. Non-GAAP Operating Income is a non-GAAP financial measure. For additional details and a reconciliation of Non-GAAP Operating Income to its most comparable GAAP measure, please see “Non-GAAP Financial Measures” in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024. |
(3) | For Net New ARR Bookings, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. For Non-GAAP Operating Income, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. |
NEO | | | Amount Paid Under Bonus Plan for FY24 ($) |
Ragy Thomas(1) | | | $222,674 |
Manish Sarin(2) | | | $167,600 |
Diane Adams(3) | | | $96,658 |
Scott Harvey(4) | | | $79,697 |
Paul Ohls(5) | | | — |
Pavitar Singh(6) | | | — |
(1) | Mr. Thomas’s incentive payment was prorated based upon his base salary of $550,000 from February 1, 2023 to March 31, 2023 and $575,000 from April 1, 2023 to January 31, 2024. |
(2) | Mr. Sarin’s incentive payment was prorated based upon his base salary of $462,000 from February 1, 2023 to March 31, 2023 and $480,480 from April 1, 2023 to January 31, 2024. |
(3) | Ms. Adams’s incentive payment was prorated based upon her base salary of $436,000 from February 1, 2023 to March 31, 2023 and $453,440 from April 1, 2023 to January 31, 2024. |
(4) | Mr. Harvey’s incentive payment was paid at 100% of his prorated target bonus amount as a result of Mr. Harvey not having had a material opportunity to alter the outcome of our achievement of the performance goals under the Bonus Plan due to his partial year of service. |
(5) | Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024, and he did not receive a bonus for this plan, but rather a severance bonus. |
(6) | Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023, and did not receive a bonus for this plan, but rather a severance bonus. |
NEO | | | Stock Options Granted (# of shares) | | | RSUs Granted (# of shares) |
Ragy Thomas | | | 1,512,373 | | | — |
Manish Sarin | | | — | | | 320,806 |
Diane Adams | | | — | | | 192,483 |
Scott Harvey | | | — | | | 291,165 |
Paul Ohls | | | — | | | 297,891 |
Pavitar Singh | | | — | | | 733,272 |
Position | | | Ownership Guideline Multiple of Base Pay |
Chief Executive Officer | | | 5.0x |
All other Officers | | | 1.0x |
Directors | | | 3.0x |
NEO(1) | | | FY24 Target Bonus Opportunity (% of base salary) | | | FY24 Target Bonus Opportunity ($) |
Ragy Thomas | | | 100% | | | $570,959 |
Manish Sarin | | | 90% | | | $429,744 |
Diane Adams | | | 55% | | | $247,842 |
Scott Harvey(2) | | | 55% | | | $79,697 |
Paul Ohls | | | 90% | | | $391,655 |
Pavitar Singh(3) | | | 90% | | | $428,184 |
(1) | Target bonus opportunities were calculated based on prorated salary compensation for each of Ms. Adams and Messrs. Thomas, Sarin, Ohls and Singh, taking into account their salaries from February through March 2023 and new fiscal year 2024 salaries effective April 1, 2023. |
(2) | Target bonus opportunity is prorated based on Mr. Harvey start date of September 25, 2023. |
(3) | Mr. Singh’s target bonus reflects the conversion from AED 1 to USD 0.2723 as of January 31, 2024. Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
Corporate Performance Goal | | | Payout Formula(3) | | | Weight | | | Actual Achievement | | | Weighted Payout Percentage |
Net New ARR Bookings(1) | | | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | | | 70% | | | 0% | | | 0% |
Non-GAAP Operating Income(2) | | | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | | | 30% | | | 130% | | | 39% |
Total | | | | | | | | | 39% |
(1) | Net New ARR Bookings is a financial measure that we define as the annualized net dollar value of recurring license fees (“ARR”) added to Sprinklr’s portfolio during a period (gross ARR bookings less ARR lost). Our Net New ARR Bookings is an internal measure that we do not disclose for several reasons, including our belief that disclosure would result in competitive harm. If the results were disclosed, we believe that the information would provide competitors with insights into our operations and sales programs that would be harmful to us. |
(2) | Non-GAAP Operating Income is a financial measure that we define as our operating income excluding, as applicable, stock-based compensation expense-related charges, charges on litigation settlements, amortization of acquired intangible assets, and any other non-recurring item deemed to be non-GAAP. Non-GAAP Operating Income is a non-GAAP financial measure. For additional details and a reconciliation of Non-GAAP Operating Income to its most comparable GAAP measure, please see “Non-GAAP Financial Measures” in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024. |
(3) | For Net New ARR Bookings, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. For Non-GAAP Operating Income, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. |
NEO | | | Amount Paid Under Bonus Plan for FY24 ($) |
Ragy Thomas(1) | | | $222,674 |
Manish Sarin(2) | | | $167,600 |
Diane Adams(3) | | | $96,658 |
Scott Harvey(4) | | | $79,697 |
Paul Ohls(5) | | | — |
Pavitar Singh(6) | | | — |
(1) | Mr. Thomas’s incentive payment was prorated based upon his base salary of $550,000 from February 1, 2023 to March 31, 2023 and $575,000 from April 1, 2023 to January 31, 2024. |
(2) | Mr. Sarin’s incentive payment was prorated based upon his base salary of $462,000 from February 1, 2023 to March 31, 2023 and $480,480 from April 1, 2023 to January 31, 2024. |
(3) | Ms. Adams’s incentive payment was prorated based upon her base salary of $436,000 from February 1, 2023 to March 31, 2023 and $453,440 from April 1, 2023 to January 31, 2024. |
(4) | Mr. Harvey’s incentive payment was paid at 100% of his prorated target bonus amount as a result of Mr. Harvey not having had a material opportunity to alter the outcome of our achievement of the performance goals under the Bonus Plan due to his partial year of service. |
(5) | Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024, and he did not receive a bonus for this plan, but rather a severance bonus. |
(6) | Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023, and did not receive a bonus for this plan, but rather a severance bonus. |
NEO | | | Stock Options Granted (# of shares) | | | RSUs Granted (# of shares) |
Ragy Thomas | | | 1,512,373 | | | — |
Manish Sarin | | | — | | | 320,806 |
Diane Adams | | | — | | | 192,483 |
Scott Harvey | | | — | | | 291,165 |
Paul Ohls | | | — | | | 297,891 |
Pavitar Singh | | | — | | | 733,272 |
Position | | | Ownership Guideline Multiple of Base Pay |
Chief Executive Officer | | | 5.0x |
All other Officers | | | 1.0x |
Directors | | | 3.0x |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(7)(8) | | | Option Awards ($)(7)(8) | | | Non-Equity Incentive Compensation ($)(9) | | | All Other Compensation ($)(10) | | | Total ($) |
Ragy Thomas Founder, Chairman and Chief Executive Officer | | | 2024 | | | 570,833 | | | — | | | — | | | 11,431,922 | | | 222,674 | | | 189,195 | | | 12,414,624 |
| 2023 | | | 536,666 | | | — | | | 6,905,000 | | | — | | | 553,181 | | | 178,730(12) | | | 8,173,577 | ||
| 2022 | | | 470,000 | | | — | | | | | | | 560,240 | | | 87,578 | | | 1,117,818 | ||||
Manish Sarin(1) Chief Financial Officer | | | 2024 | | | 477,400 | | | — | | | 4,122,357 | | | — | | | 167,600 | | | 3,960 | | | 4,771,317 |
| 2023 | | | 458,333 | | | — | | | 6,226,287 | | | — | | | 424,977 | | | 3,660(13) | | | 7,113,257 | ||
Diane Adams(2) Chief Culture and Talent Officer | | | 2024 | | | 450,533 | | | — | | | 2,473,407 | | | — | | | 96,658 | | | 4,020 | | | 3,024,618 |
Scott Harvey(3) Chief Customer Officer | | | 2024 | | | 144,551 | | | 30,000(11) | | | 3,971,491 | | | — | | | 79,697 | | | 1,230 | | | 4,226,969 |
Paul Ohls(4) Former Chief Revenue Officer | | | 2024 | | | 435,088 | | | — | | | 3,827,899 | | | — | | | — | | | 3,960 | | | 4,266,947 |
| 2023 | | | 373,684 | | | — | | | 4,463,317 | | | — | | | 440,538 | | | 3,660(14) | | | 5,281,199 | ||
Pavitar Singh(5)(6) Former Chief Technology Officer | | | 2024 | | | 301,380 | | | — | | | 9,422,545 | | | — | | | — | | | 109,508 | | | 9,833,433 |
| 2023 | | | 456,502 | | | — | | | 3,452,500 | | | — | | | 423,279 | | | — | | | 4,332,281 | ||
| 2022 | | | 438,339 | | | — | | | — | | | — | | | 470,250 | | | — | | | 908,589 |
(1) | Mr. Sarin was hired as our Chief Financial Officer effective January 24, 2022, and, as such, was not an NEO for fiscal year 2022. |
(2) | Ms. Adams was not an NEO for fiscal years 2023 or 2022. |
(3) | Mr. Harvey was hired as EVP Customer Operations effective September 25, 2023, and, as such, was not an NEO for fiscal years 2023 or 2022. Mr. Harvey was appointed as Chief Customer Officer effective February 5, 2024. |
(4) | Mr. Ohls was appointed as our Chief Revenue Officer effective October 1, 2022, and, as such, was not an NEO for fiscal year 2022. Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024. |
(5) | Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |
(6) | The base salary for Mr. Singh for the fiscal year ended January 31, 2024 reflects the conversion from AED to USD using the exchange rate of AED 1 to USD 0.2723 as of January 31, 2024. |
(7) | Amounts reported represent the aggregate grant date fair value of the stock awards and stock option awards to our NEOs during the years presented, calculated in accordance with the FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The assumptions used in calculating the grant date fair value of the stock awards and stock options reported in these columns are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. This amount does not reflect the actual economic value that may be realized by the NEO. |
(8) | Refer to the section titled “—Compensation Discussion and Analysis—Equity-Based Incentive Awards” for a description of the material terms of the program pursuant to which this compensation was awarded. |
(9) | The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of Company goals and other factors deemed relevant by our board of directors and compensation committee. For additional information, see the section titled “—Compensation Discussion and Analysis—Non-Equity Incentive Plan Compensation.” |
(10) | Amounts reported for the fiscal year ended January 31, 2024 reflect the following: |
Named Executive Officer | | | 401(k) Matching Contributions ($) | | | Severance Payments ($) | | | Other | | | Total Other Compensation |
Ragy Thomas | | | 3,960 | | | — | | | 185,235(b) | | | 189,195 |
Manish Sarin | | | 3,960 | | | — | | | — | | | 3,960 |
Diane Adams | | | — | | | — | | | 4,020(c) | | | 4,020 |
Scott Harvey | | | 1,230 | | | — | | | — | | | 1,230 |
Paul Ohls | | | 3,960 | | | — | | | — | | | 3,960 |
Pavitar Singh | | | — | | | 109,508(a) | | | — | | | 109,508 |
(a) | Includes $70,160 relating to the gratuity payment and $39,348 pay in lieu of notice as statutory payments prescribed in the United Arab Emirates based on service. The severance payments to Mr. Singh reflect the conversation from AED to USD using the exchange rates of 0.2723 as of January 31, 2024. |
(b) | Includes perquisites for Mr. Thomas of $7,000 for an executive health physical, $4,026 for gas, parking and tolls incurred for the business use of Mr. Thomas’s personal car and $174,208 related to costs associated with Mr. Thomas’s transportation and security during fiscal year 2024. |
(c) | Includes $4,020 relating for Ms. Adams for an executive health physical. |
(11) | Consists of a one-time signing bonus, which is subject to recovery if Mr. Harvey resigns or is terminated for cause within one year of his start date of employment. |
(12) | The “All Other Compensation” and “Total” amounts for Mr. Thomas have been adjusted compared to prior disclosure to exclude $919 in group life insurance and to reflect an additional $72,794 related to costs associated with Mr. Thomas’s transportation and security during fiscal year 2022, which were inadvertently omitted from the Summary Compensation Table in last year’s proxy statement. |
(13) | The “All Other Compensation” and “Total” amounts for Mr. Sarin have been adjusted compared to prior disclosure to exclude $864 in group life insurance, which was inadvertently included in the Summary Compensation Table in last year’s proxy statement. |
(14) | The “All Other Compensation” and “Total” amounts for Mr. Ohls have been adjusted compared to prior disclosure to exclude $736 in group life insurance, which was inadvertently included in the Summary Compensation Table in last year’s proxy statement. |
Name | | | Grant Type | | | Grant Date | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(2) | ||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||||||||||
Ragy Thomas | | | Annual Cash | | | | | $460,000 | | | $575,000 | | | $805,000 | | | | | | | | | |||||
| Option | | | 04/03/2023 | | | — | | | | | | | | | 1,512,373(3) | | | $12.85 | | | $11,431,922 | |||||
Manish Sarin | | | Annual Cash | | | | | $345,946 | | | $432,432 | | | $605,405 | | | | | | | | | |||||
| RSU | | | 04/03/2023 | | | — | | | | | | | 320,806(4) | | | | | | | $4,122,357 | ||||||
Diane Adams | | | Annual Cash | | | | | $199,514 | | | $249,392 | | | $349,149 | | | | | | | | | |||||
| RSU | | | 04/03/2023 | | | — | | | | | | | 192,483(4) | | | | | | | $2,473,407 | ||||||
Scott Harvey | | | Annual Cash | | | | | $324,000 | | | | | | | | | | | | | |||||||
| RSU | | | 10/15/2023 | | | — | | | | | | | 291,165(5) | | | | | | | $3,971,491 | ||||||
Paul Ohls | | | Annual Cash | | | | | — | | | — | | | — | | | | | | | | | |||||
| RSU | | | 04/03/2023 | | | — | | | | | | | 297,891(4) | | | | | | | $3,827,899 | ||||||
Pavitar Singh | | | Annual Cash | | | | | — | | | — | | | — | | | | | | | | | |||||
| RSU | | | 04/03/2023 | | | — | | | — | | | — | | | 274,977(4) | | | | | | | $3,533,454 | ||||
| RSU | | | 04/03/2023 | | | — | | | — | | | — | | | 458,295(4) | | | | | | | $5,889,091 |
(1) | The amounts set forth in the “Target” column represent target bonus amounts for each NEO for the fiscal year ended January 31, 2024 under our non-equity incentive plan and do not represent either additional or actual compensation earned by our NEOs for the fiscal year ended January 31, 2024. Target amounts are prorated for compensation changes and time eligible to participate in our Bonus Plan for fiscal year 2024. Threshold and maximum amounts reflect the dollar amount that would be payable if each performance goal were achieved at the threshold (i.e., 80%-140%) level. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. Mr. Ohls stepped down as Chief Revenue Officer effective February 5, 2024, and he did not receive the target bonus for this plan, but rather a severance bonus provided in the “All Other Compensation” column of the “Summary Compensation Table” above. |
(2) | Amounts reported represent the aggregate grant date fair value of stock options and RSUs granted to our NEOs under our 2021 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options and RSUs reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. This amount does not reflect the actual economic value that may be realized by the NEO. |
(3) | Twenty-five percent (25%) of the shares subject to the option shall vest on March 15, 2024, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest in equal monthly installments on the 15th day of each month thereafter, subject to the NEO’s continued service with us as of each such date. |
(4) | The RSUs vest with respect to 25% of the shares underlying the RSU award on March 15, 2024, with the remaining shares vesting in 12 equal quarterly installments each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |
(5) | The RSUs vest with respect to 25% of the shares underlying the RSU award on December 15, 2024, with the remaining shares vesting in 12 equal quarterly installments each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |
| | | | Option Awards | | | Stock Awards(1) | ||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares of Units of Stock that have not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
Ragy Thomas | | | 03/18/2019 | | | 2,061,006 | | | 257,626(2) | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — |
| 03/18/2019 | | | — | | | 2,318,632(3) | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | ||
| 03/18/2019 | | | 2,318,632 | | | — | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | ||
| 03/18/2019 | | | 2,318,632 | | | — | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | ||
| 03/11/2020 | | | 263,542 | | | 311,458(4) | | | 4.93 | | | 03/11/2030 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | 120,000 | | | 480,000(5) | | | 7.68 | | | 01/28/2031 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | 48,000(6) | | | 540,000 | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,000(7) | | | 1,350,000 | ||
| | | | | | | | | | | | | | | | | | ||||||||||
Luca Lazzaron | | | 02/07/2018 | | | 95,833 | | | 4,167(4) | | | 3.73 | | | 02/17/2028 | | | — | | | — | | | — | | | — |
| 08/14/2018 | | | 118,750 | | | 43,750(4) | | | 4.10 | | | 08/14/2028 | | | — | | | — | | | — | | | — | ||
| 03/18/2019 | | | 120,000 | | | 100,000(4) | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | ||
| 03/11/2020 | | | 240,625 | | | 284,375(4) | | | 4.93 | | | 03/11/2030 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | 100,000 | | | 400,000(5) | | | 7.68 | | | 01/28/2031 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | 40,000(6) | | | 450,000 | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 100,000(8) | | | 1,125,000 | ||
| | | | | | | | | | | | | | | | | | ||||||||||
Pavitar Singh | | | 02/07/2018 | | | 150,000 | | | 12,500(4) | | | 3.73 | | | 02/17/2028 | | | — | | | — | | | — | | | — |
| 03/18/2019 | | | 75,000 | | | 100,000(4) | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | ||
| 03/11/2020 | | | 131,250 | | | 284,375(4) | | | 4.93 | | | 03/11/2030 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | 100,000 | | | 400,000(5) | | | 7.68 | | | 01/28/2031 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | 40,000(6) | | | 450,000 | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 100,000(8) | | | 1,125,000 |
| | | | Option Awards(1) | | | Stock Awards(1) | ||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares of Units of Stock that have not Vested ($)(2) | | | 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 ($)(2) |
Ragy Thomas | | | 03/18/2019 | | | 2,318,632 | | | — | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — |
| 03/18/2019 | | | 2,318,632 | | | — | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | ||
| 03/18/2019 | | | 2,318,632 | | | — | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | ||
| 03/11/2020 | | | 551,042(3) | | | 23,958 | | | 4.93 | | | 03/11/2030 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | 360,000(4) | | | 240,000 | | | 7.68 | | | 01/28/2031 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 360,000(5) | | | 4,492,800 | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 300,000(6) | | | 3,744,000 | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | 24,000(7) | | | 299,520 | | | — | | | — | ||
| 04/11/2022 | | | — | | | — | | | — | | | — | | | 281,250(8) | | | 3,510,000 | | | — | | | — | ||
| 04/03/2023 | | | — | | | 1,512,373(3) | | | 12.85 | | | 4/3/2033 | | | — | | | — | | | — | | | — | ||
Manish Sarin | | | 03/15/2022 | | | — | | | — | | | — | | | — | | | 178,147(8) | | | 2,223,275 | | | — | | | — |
| 03/15/2022 | | | — | | | — | | | — | | | — | | | 97,150(9) | | | 1,212,432 | | | — | | | — | ||
| 06/17/2022 | | | — | | | — | | | — | | | — | | | 43,475(8) | | | 542,568 | | | — | | | — | ||
| 04/03/2023 | | | — | | | — | | | — | | | — | | | 320,806(8) | | | 4,003,659 | | | — | | | — | ||
Diane Adams | | | 03/18/2019 | | | 13,021 | | | | | 4.25 | | | 03/18/2029 | | | — | | | — | | | — | | | — | |
| 03/11/2020 | | | 14,787(3) | | | 11,458 | | | 4.93 | | | 03/11/2030 | | | — | | | — | | | — | | | — | ||
| 03/11/2020 | | | 28,646 | | | — | | | 4.93 | | | 03/11/2030 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | 1,988(4) | | | 16,353 | | | 7.68 | | | 01/28/2031 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | 118,012(4) | | | 63,647 | | | 7.68 | | | 01/28/2031 | | | — | | | — | | | — | | | — | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 120,000(10) | | | 1,497,600 | ||
| 01/28/2021 | | | — | | | — | | | — | | | — | | | 8,000(7) | | | 99,840 | | | — | | | — | ||
| 04/11/2022 | | | — | | | — | | | — | | | — | | | 56,250(8) | | | 702,000 | | | — | | | — | ||
| 04/03/2023 | | | — | | | — | | | — | | | — | | | 192,483(8) | | | 2,402,188 | | | — | | | — | ||
Scott Harvey | | | 10/15/2023 | | | — | | | — | | | — | | | — | | | 291,165(11) | | | 3,633,739 | | | — | | | — |
Paul Ohls | | | 08/14/2018 | | | 50,000 | | | — | | | 4.10 | | | 08/14/2028 | | | — | | | — | | | — | | | — |
| 08/14/2018 | | | 287,440 | | | — | | | 4.10 | | | 08/14/2028 | | | — | | | — | | | — | | | — | ||
| 05/15/2019 | | | 98,915 | | | — | | | 4.25 | | | 05/15/2029 | | | — | | | — | | | — | | | — | ||
| 12/10/2019 | | | 4,729 | | | — | | | 4.45 | | | 12/10/2029 | | | — | | | — | | | — | | | — | ||
| 12/10/2019 | | | 78,565 | | | — | | | 4.45 | | | 12/10/2029 | | | — | | | — | | | — | | | — | ||
| 09/02/2020 | | | 520(3) | | | 4,167 | | | 7.38 | | | 08/31/2030 | | | — | | | — | | | — | | | — | ||
| 09/02/2020 | | | 20,313 | | | — | | | 7.38 | | | 08/31/2030 | | | — | | | — | | | — | | | — | ||
| 04/05/2021 | | | 53,333(3) | | | 14,032 | | | 10.96 | | | 04/05/2031 | | | — | | | — | | | — | | | — | ||
| 04/05/2021 | | | 1,667(3) | | | 10,968 | | | 10.96 | | | 04/05/2031 | | | — | | | — | | | — | | | — | ||
| 05/20/2021 | | | 66,667(3) | | | 31,243 | | | 12.88 | | | 05/18/2031 | | | — | | | — | | | — | | | — | ||
| 05/20/2021 | | | — | | | 2,090(3) | | | 12.88 | | | 05/18/2031 | | | — | | | — | | | — | | | — | ||
| 04/15/2022 | | | — | | | — | | | — | | | — | | | 61,096(8) | | | 762,478 | | | — | | | — | ||
| 12/15/2022 | | | — | | | — | | | — | | | — | | | 250,000(11) | | | 3,120,000 | | | — | | | — | ||
| 04/03/2023 | | | — | | | — | | | — | | | — | | | 297,891(8) | | | 3,717,680 | | | — | | | — |
(1) | All equity awards granted prior to our IPO were granted pursuant to the 2011 Plan and are for shares of our Class B common stock. All equity awards granted after our IPO were granted under the 2021 Plan and are for shares of our Class A common stock. |
(2) | Market value is calculated based on the closing price of our Class A common stock on January 31, |
(3) |
25% of the shares underlying this option vested on the first anniversary of the grant date, with the remaining shares vesting in 36 equal monthly installments thereafter on the first day of each month, subject to the |
(4) | 20% of the shares underlying this option vest on the first anniversary of the grant date, with the remaining shares vesting in 48 equal monthly installments thereafter on the first day of each month, subject to the |
(5) | This performance stock unit (“PSU”) award |
(6) |
(7) | 20% of the shares underlying this RSU award vested on the first anniversary of the grant date, with the remaining shares vesting in 16 equal quarterly installments thereafter, subject to the NEO’s continued service to us as of each |
(8) | 25% of the RSUs shall vest on March 15 in the year following the grant date, with the remaining shares vesting in 12 equal installments on each subsequent Quarterly Vesting Date thereafter, subject to the NEO’s continued service to us as of each such date. |
(9) | One-sixteenth (1/16th) of the RSUs shall vest quarterly commencing on June 15, 2022, subject to the NEO’s continuous service to us on each such vesting date. |
(10) | This PSU award represents shares of our Class A common stock that must meet a service-based condition and a stock-valuation condition in order to vest. The service-based condition was satisfied with respect to 20% of the shares underlying the PSU awards on January 28, 2022, with the remaining shares vesting in 16 equal quarterly installments thereafter, subject to Ms. Adams’s continued services to us as of each such date. The stock-valuation condition is satisfied upon the achievement of the following stock price thresholds during Ms. Adams’s continuous services to us: 40,000 PSUs will vest upon our Class A common stock trading at each of $30, $40 and $50, as measured on a 45-day weighted-average trading price on the NYSE. In the event of Ms. Adams’s involuntary termination either by us without “cause” (and not due to death or “disability”) or by Ms. Adams for “good reason” (in each case, as defined in the applicable PSU award agreements), in either case, during the period beginning three months prior to and ending on the first anniversary of the effective date of a specified change-in-control transaction, the PSUs will vest to the extent the stock-valuation condition was met as a result of the change-in-control transaction. The number of shares subject to Ms. Adams’s PSU award assumes threshold achievement, with the stock-valuation condition deemed satisfied as to the $30 price hurdle only. |
(11) | 25% of the RSUs shall vest on December 15 in the year following grant date, with the remaining shares vesting in 12 equal installments on each subsequent Quarterly Vesting Date thereafter, subject to the NEO’s continuous service. |
Name | | | Option Awards | | | Stock Awards | ||||||
| Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | ||
Ragy Thomas | | | — | | | — | | | 233,750 | | | 2,725,413 |
Manish Sarin | | | — | | | — | | | 215,551 | | | 2,553,771 |
Diane Adams | | | 501,359 | | | 4,965,786 | | | 48,750 | | | 569,763 |
Scott Harvey | | | — | | | — | | | — | | | — |
Paul Ohls | | | 52,351 | | | 510,993 | | | 130,853 | | | 1,486,839 |
Pavitar Singh | | | 926,563 | | | 9,137,501 | | | 85,625 | | | 950,744 |
(1) | The value realized on exercise is based on the closing price of our Class A common stock on the date of exercise minus the exercise price and does not reflect actual proceeds received. |
(2) | The value realized upon vesting was calculated by multiplying the number of shares of Class A common stock vested by the closing price of our Class A common stock on the applicable vesting date and does not reflect actual proceeds received. |
Name | | | Type of Termination | | | Base Salary ($) | | | Bonus ($)(1) | | | Accelerated Vesting of Equity Awards ($)(2) | | | Continuation of Insurance Coverage ($) | | | Total ($) |
Ragy Thomas | | | Termination without Cause or with Good Reason | | | 575,000 | | | 575,000 | | | — | | | 29,628 | | | 1,179,628 |
| | | | | | | | | | | | |||||||
| | Termination without Cause or with Good Reason in connection with a CIC(2) | | | 862,500 | | | 862,500 | | | 5,142,403 | | | 44,442 | | | 6,612,325 | |
| | | | | | | | | | | | |||||||
Manish Sarin | | | Termination without Cause or with Good Reason | | | 360,360 | | | 432,432 | | | — | | | 184 | | | 792,976 |
| | | | | | | | | | | | |||||||
| | Termination without Cause or with Good Reason in connection with a CIC(2) | | | 480,480 | | | 432,432 | | | 7,981,933 | | | 245 | | | 8,895,090 | |
| | | | | | | | | | | | |||||||
Diane Adams | | | Termination without Cause or with Good Reason | | | 340,080 | | | 249,392 | | | — | | | 7,678 | | | 597,150 |
| | Termination without Cause or with Good Reason in connection with a CIC(2) | | | 453,440 | | | 249,392 | | | 3,674,536 | | | 10,237 | | | 4,287,765 | |
Scott Harvey | | | Termination without Cause or with Good Reason | | | 307,500 | | | 225,500 | | | — | | | 22,221 | | | 555,221 |
| | Termination without Cause or with Good Reason in connection with a CIC(2) | | | 410,000 | | | 225,500 | | | 3,633,739 | | | 29,628 | | | 4,298,867 |
(1) | A prorated target annual bonus for the fiscal year in which the Termination Date occurs, with the proration equal to the number of days elapsed during the fiscal year through the Termination Date divided by 365, is payable on the same date as the first severance payment. |
(2) | The value of accelerated vesting of unvested RSUs is based upon the closing price of our Class A Common Stock on January 31, 2024, as reported on the NYSE, multiplied by the number of unvested RSUs. The value of accelerated vesting of unvested, unexercised stock options is based on the difference between the closing stock price on January 31, 2024, as reported on the NYSE, and the exercise price per option multiplied by the number of unvested options. No value was applied to any underwater options or unearned PSUs. |
Pay Versus Performance Table | |||||||||||||||||||||||||||
Year (a)(1) | | | Summary Compensation Table Total for PEO (b)(1) | | | Compensation Actually Paid for PEO (c)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs (d)(3) | | | Average Compensation Actually Paid for Non-PEO NEOs (e)(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (i)(7) | | | Company- Selected Measure: Non-GAAP Op. Income (j)(8) | ||||||
| Total Shareholder Return (f)(5) | | | Peer Group Total Shareholder Return | | ||||||||||||||||||||||
| CD&A Peers (g)(6) | | | S&P 500 IT Index (h)(6) | | ||||||||||||||||||||||
2024 | | | $12,414,624 | | | $13,598,921 | | | $5,224,657 | | | $5,088,611 | | | $71 | | | $55 | | | $139 | | | $51,403,000 | | | $92,047,000 |
2023 | | | $8,173,577 | | | $2,161,466 | | | $5,140,534 | | | $3,167,728 | | | $56 | | | $48 | | | $94 | | | $(55,742,000) | | | $5,955,000 |
2022 | | | $1,117,818 | | | $74,231,899 | | | $949,420 | | | $1,115,612 | | | $64 | | | $74 | | | $112 | | | $(111,470,000) | | | $(35,506,000) |
(1) | The dollar amounts reported in column (b) represent the amount of total compensation reported for Mr. Thomas, our PEO, for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. |
(2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Thomas as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to our PEO during the applicable fiscal year. Mr. Thomas’s 2022 award values include performance-based awards granted prior to IPO that vest in connection with the IPO and stock price achievement. |
Principal Executive Officer | |||||||||||||||
| | | | | | 2022 | | | 2023 | | | 2024 | |||
| | Summary Compensation Table - Total Compensation | | | (a) | | | $1,117,818 | | | $8,173,577 | | | $12,414,624 | |
- | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | (b) | | | $0 | | | $6,905,000 | | | $11,431,922 |
+ | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | | (c) | | | $0 | | | $4,970,000 | | | $10,542,766 |
+ | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | | (d) | | | $1,217,661 | | | $(4,330,545) | | | $914,590 |
+ | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | | (e) | | | $0 | | | $0 | | | $0 |
+ | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | (f) | | | $71,896,420 | | | $253,434 | | | $1,158,863 |
- | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | (g) | | | $0 | | | $0 | | | $0 |
= | | | Compensation Actually Paid | | | | | $74,231,899 | | | $2,161,466 | | | $13,598,921 |
(3) | The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our Non-PEO NEOs for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. The names of each Non-PEO NEO included for purposes of calculating the average “compensation actually paid” for 2022 and the average amounts of total compensation in each of 2023 and 2024 are as follows: |
Year | | | Non-PEO NEO |
2022 | | | Luca Lazzaron (Former Chief Revenue Officer) and Pavitar Singh (Former Chief Technology Officer) |
2023 | | | Manish Sarin (Chief Financial Officer), Luca Lazzaron (Former Chief Revenue Officer), Paul Ohls (Former Chief Revenue Officer), Arunkumar Pattabhiraman (Chief Marketing Officer) and Pavitar Singh (Former Chief Technology Officer) |
2024 | | | Manish Sarin (Chief Financial Officer), Diane Adams (Chief Culture & Talent Officer), Scott Harvey (Chief Customer Officer), Paul Ohls (Former Chief Revenue Officer) and Pavitar Singh (Former Chief Technology Officer) |
(4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to our Non-PEO NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each covered fiscal year to determine the “compensation actually paid” to our Non-PEO NEOs for such fiscal year, using the methodology described below: |
Non-PEO NEO Average | |||||||||||||||
| | | | | | 2022 | | | 2023 | | | 2024 | |||
| | Summary Compensation Table - Total Compensation | | | (a) | | | $949,420 | | | $5,140,534 | | | $5,224,657 | |
- | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | (b) | | | $0 | | | $4,280,287 | | | $4,763,540 |
+ | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | | (c) | | | $0 | | | $3,092,853 | | | $4,581,700 |
+ | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | | (d) | | | $(2,177,471) | | | $(119,521) | | | $(116,787) |
+ | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | | (e) | | | $0 | | | $287,120 | | | $0 |
+ | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | (f) | | | $2,343,664 | | | $(37,234) | | | $299,239 |
- | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | (g) | | | $0 | | | $915,737 | | | $136,658 |
= | | | Compensation Actually Paid | | | | | $1,115,612 | | | $3,167,728 | | | $5,088,611 |
(5) | Cumulative total stockholder return (“TSR”) in column (f) is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period by our share price at the beginning of the measurement period. The same methodology is used for our performance peer group, column (g). |
(6) | The peer group selected to determine the Company’s Peer Group TSR for each applicable fiscal year is the company’s CD&A peer group used by our compensation committee to make compensation decisions in fiscal year 2024, which is a change from the S&P 500 Information Technology index used in the fiscal year 2023 Pay versus Performance disclosure. We show both peer groups this year, and, in the future, we intend to continue using the CD&A peer group approved by our compensation committee in the future. The fiscal year 2024 CD&A peer group consists of Alteryx, AppFolio, BlackLine, Box, Coupa Software, Duck Creek Technologies, Elastic N.V., Five9, LivePerson, Momentive Global, New Relic, Pegasystems, Qualtrics International, Semrush Holdings, Smartsheet, Sprout Social, Workiva, Zendesk, and Zuora. For additional information regarding our fiscal year 2024 CD&A peer group, please refer to “Executive Compensation – Fiscal Year 2024 Peer Group.” |
(7) | The dollar amounts reported in column (h) represent the amount of net income (or loss) reflected in our audited financial statements for each covered fiscal year. |
(8) | Our company selected performance measure is non-GAAP operating income, which we believe is a strong driver in determining our company’s performance, is represented in column (i) for each covered fiscal year. We define Non-GAAP Operating Income as our operating income excluding, as applicable, stock-based compensation expense-related charges, charges on litigation settlements, amortization of acquired intangible assets, and any other non-recurring item deemed to be non-GAAP. Non-GAAP Operating Income is a non-GAAP financial measure. For additional details and a reconciliation of Non-GAAP Operating Income to its most comparable GAAP measure, please see “Non-GAAP Financial Measures” in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024. |
• | Initial Grant. Each non-employee director who is elected or appointed to our board of directors will automatically, upon the date of such director’s initial election or appointment (or, if such date is not a market trading day, on the first market trading day thereafter), be granted a one-time, initial RSU award (the “initial grant”) with a grant-date value of $200,000. Each initial grant |
• | Additional Initial Grant to LID. Pursuant to the most recent amendment of our non-employee director compensation policy, each non-employee director who is elected or appointed as lead independent director on the date of our annual stockholder meeting will automatically be granted an additional RSU award with a grant-date value of $100,000 (the “LID initial grant”). With respect to a non-employee director who is first elected or appointed as lead independent director on a date other than the date of our annual stockholder meeting, such LID initial grant will be prorated to reflect the time between such election or appointment date and the date of our last annual stockholder meeting. The LID initial grant will vest in full on the first anniversary of the grant date, subject to the director’s continued service through such vesting date. |