Corillian DEFR14A Revised proxy

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Corillian Corporation

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April 5, 2002

Dear Shareholder:

     You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Corillian Corporation (the “Company”).

Place:  RiverPlace Hotel

          1510 Southwest Harbor Way

          Portland, Oregon

Date:  Wednesday, May 8, 2002

Time: 10:00 a.m. local time

     The Notice of the Annual Meeting and Proxy Statement accompany this letter. The Proxy Statement describes the business to be transacted at the meeting and provides other information concerning the Company.

     The principal business to be transacted at the Annual Meeting will be election of directors. The Board of Directors recommends that shareholders vote for election of the nominated directors.

     We know that many of our shareholders will be unable to attend the Annual Meeting. Proxies are therefore solicited so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the meeting. Whether or not you plan to attend the Annual Meeting, we hope that you will have your stock represented by marking, signing, dating and returning your proxy card in the enclosed envelope as soon as possible. Your stock will be voted in accordance with the instructions you have given in your proxy card. You may, of course, attend the Annual Meeting and vote in person even if you have previously returned your proxy card.

Sincerely,

Ted F. Spooner

Vice Chairman and Chief Executive Officer

CORILLIAN CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 8, 2002

      NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Corillian Corporation, an Oregon corporation (the “Company”), will be held on Wednesday, May 8, 2002 at 10:00 a.m. local time, at the RiverPlace Hotel, located at 1510 Southwest Harbor Way, Portland, Oregon:

     1. To elect two (2) directors to the Company’s Board of Directors.

     2. To transact such other business as may properly come before the meeting or any adjournment thereof.

     Only shareholders of record at the close of business on March 18, 2002, will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

     ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID ENVELOPE IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE ANNUAL MEETING.

By Order of the Board of Directors

Steven Sipowicz

Chief Financial Officer and Secretary

Portland, Oregon

April 5, 2002

TABLE OF CONTENTS

PROXY STATEMENT FOR 2002 ANNUAL MEETING OF SHAREHOLDERS

GENERAL

     This proxy statement and the enclosed form of proxy are being mailed on or about April 5, 2002, to shareholders of Corillian Corporation, an Oregon corporation, in connection with the solicitation of proxies by the Board of Directors of the Company for use at the annual meeting of shareholders to be held on May 8, 2002, at 10:00 a.m. local time, at the RiverPlace Hotel, located at 1510 Southwest Harbor Way, Portland, Oregon, and any adjournment thereof (the “Annual Meeting”). Our principal executive offices are located at 3400 NW John Olsen Place, Hillsboro, Oregon 97124.

Revocability of Proxies

     A shareholder giving a proxy has the power to revoke that proxy at any time before it is exercised by filing with our Secretary an instrument of revocation, or a duly exercised proxy bearing a later date, or by personally attending and voting at the Annual Meeting.

Record Date and Outstanding Shares

     Only shareholders of record at the close of business on March 18, 2002 (the “Record Date”) will be entitled to vote at the meeting. At the close of business on the Record Date, there were 35,239,057 shares of our common stock outstanding.

Quorum and Voting

     Each share of our common stock entitles the holder thereof to one vote. Under Oregon law, action may be taken on a matter submitted to shareholders only if a quorum exists with respect to such matter. A majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum.

     If a quorum is present, a nominee for election to the Board of Directors will be elected by a plurality of the votes cast by shares entitled to vote at the Annual Meeting. For all other matters, action will be approved if the votes cast in favor of the action exceed the votes cast opposing the action.

     Shares represented by a properly executed proxy will be voted in accordance with the shareholder’s instructions, if given. If no instructions are given, shares will be voted “FOR” (i) the election of the nominees for directors named herein and (ii) the recommendations of management on any other matters properly brought before the Annual Meeting. The Board of Directors knows of no other matters to be presented for action at the meeting.

     Proxies that expressly indicate an abstention as to a particular proposal and broker non-votes will be counted for purposes of determining whether a quorum exists at the Annual Meeting, but will not be counted for any purposes in determining whether a proposal is approved and have no effect on the determination of whether a plurality exists with respect to a given nominee. Proxies and ballots will be received and tabulated by Mellon Shareholder Services, the Company’s transfer agent.

Solicitation of Proxies

     This solicitation is being made on behalf of and the cost of soliciting proxies will be borne by us. In addition to solicitation by mail, certain of our directors, officers, and regular employees may solicit proxies personally or by telephone or other means without additional compensation. Brokers, nominees and fiduciaries will be reimbursed in accordance with customary practice for expenses incurred in obtaining proxies or authorizations from the beneficial shareholders. Your cooperation in promptly completing, signing, dating and returning the enclosed proxy card will help avoid additional expense.

PROPOSAL 1: ELECTION OF DIRECTORS

     The Board of Directors is divided into three classes. The terms of the directors in each class expire at the annual meeting of shareholders in the years listed on the chart below. The directors in Class 1 were elected at the 2001 annual meeting of shareholders, and the other directors were last elected to the Board of Directors at the 2000 annual meeting of shareholders, except for: Eric Dunn, who was appointed to the Board of Directors in July 2001; and John B. McCoy, who was appointed to the Board of Directors in June 2000. Edmund Jensen has decided not to pursue reelection so that he can devote more time to personal endeavors.

Class 1 Directors	Class 2 Directors	Class 3 Directors
2004	2002	2003
Andrew Ian White Robert G. Barrett Alex P. Hart	Ravi Mohan Edmund P. Jensen John B. McCoy	Ted F. Spooner Jay N. Whipple  III Eric Dunn

     The Board of Directors has nominated Messrs. Mohan and McCoy for election as directors in Class 2, to serve for three-year terms and until their successors are elected and qualified, unless they shall earlier resign, become disqualified or disabled or shall otherwise be removed.

     The Board of Directors recommends that the shareholders vote “FOR” the election of all nominees.

     Although the Board of Directors anticipates that all nominees will be available to serve as directors of Corillian, if any of them do not accept the nomination, or otherwise are unwilling or unable to serve, the proxies will be voted for the election of a substitute nominee or nominees designated by the Board of Directors.

Board and Nominee Biographical Information

     Set forth below are the ages, as of the Record Date, and certain biographical information for each director and nominee.

     John B. McCoy, age 58, has served as our Chairman of the Board since June 2000. Mr. McCoy was Chairman from November 1999 and Chief Executive Officer from October 1998 of Bank One Corporation until his retirement in December 1999. Mr. McCoy served as Chairman and Chief Executive Officer of Banc One Corporation from 1987 to 1998. He serves as a Director of SBC Communications Inc., Cardinal Health, Inc. and Federal Home Loan Mortgage Corporation.

     Ted F. Spooner, age 44, founded Corillian and has served as our Chief Executive Officer since our inception in April 1997 and as our Vice Chairman of the Board since January 2001. From April 1997 to June 2000, Mr. Spooner served as our Chairman of the Board, and from May 2000 to January 2001, he served as our President. From September 1995 to April 1997, he served as Senior Vice President of Internet Services for CheckFree Corporation, a financial transaction processing company. Mr. Spooner was the founder of Interactive Solutions Corporation, a developer of financial services software, and served as its Chief Executive Officer from October 1994 until it was acquired by CheckFree in September 1995. Mr. Spooner holds a B.S. degree in Business Administration from Portland State University.

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     Andrew Ian White, age 40, has served as our Chief Operating Officer and as a director since May 2000 and served as our Executive Vice President, Global Sales and Business Development from November 1999 to May 2000. From August 1998 to November 1999, he was Vice President, Marketing and Business Development of SageMaker, Inc., an enterprise portal company. From March 1992 to August 1998, Mr. White served as Vice President and Business Manager, Open Systems at Reuters America Inc., a business information and software company. Mr. White is a graduate of the Royal Military Academy at Sandhurst, United Kingdom.

     Alex Hart, age 39, has served as President since January 2001 and served as Executive Vice President of Corporate Development from April 2000 to January 2001. From January 1999 to April 2000, he was Vice President of Business Development for TransPoint, a joint venture among Microsoft, First Data Corporation and Citigroup. From October 1997 to January 1999, he was Business Development Manager for the Microsoft Internet Finance Server Toolkit at Microsoft Corporation. From February 1996 to September 1997, he was Vice President of Product Management and Strategic Alliances at CheckFree Corporation. Mr. Hart served in various capacities for NationsBank Corporation from February 1987 to February 1996. Mr. Hart holds a degree in American and East Asian History from Harvard College.

     Robert G. Barrett, age 57, has served as a director of Corillian since April 1999. Mr. Barrett is Chairman of the Board of Directors of Personic. He was a founding partner of Battery Ventures, and was a partner at Battery Ventures from 1984 to 2000. Mr. Barrett serves on the boards of Brooktrout Technology, Inc., Interspeed, Inc. and Peerless Corporation. Mr. Barrett holds a B.A. degree in History from Harvard College and an M.B.A. degree from the Harvard Business School.

     Edmund P. Jensen, age 64, has served as a director of Corillian since November 1999. From January 1994 to January 1999, he served as President and CEO of Visa International. Mr. Jensen holds a B.A. degree in Finance from the University of Washington.

     Ravi Mohan, age 35, has served as a director of Corillian since April 1999. Since September 1996, he has been a principal at Battery Ventures. He is a member of the board of SupplierMarket.com, a business-to-business Internet commerce website company. During 1995, Mr. Mohan was an associate with McKinsey & Company, a consulting firm, where he assisted consumer packaged goods companies in developing sales and marketing strategies for clients. Mr. Mohan holds a B.S. degree in Operations Research and Industrial Engineering from Cornell University and an M.B.A. degree from the University of Michigan Business School.

     Jay N. Whipple III, age 45, has served as a director of Corillian since November 1997. Since November 1997, Mr. Whipple has served as President of J.N. Whipple, Inc., a money management firm, and as Chairman of Osprey Partners, LLP, a software services company. From May 1996 to November 1997, he was Executive Vice President and Vice-Chairman of CheckFree Corporation. From November 1978 to May 1996, Mr. Whipple served as President of Security APL, Inc., a provider of software and services for portfolio accounting and performance measurement. Mr. Whipple holds a B.A. degree in Economics from Yale University and an M.B.A. degree from the University of Chicago Business School.

     Eric Dunn, age 44, has served as a director of Corillian since July 2001. Since August 2000, Mr. Dunn has President and owner of Kingston Creek Ventures. From 1986 to 2000, Mr. Dunn served in a number of senior executive capacities at Intuit Inc., most recently as Intuit’s Senior Vice President and Chief Technology Officer. Mr. Dunn graduated with a B.S. in physics from Harvard College and graduated as a Baker Scholar from Harvard Business School.

Board Meetings and Committees

     During 2001, there were 7 meetings of the Board of Directors. Each director during 2001 attended more than 75% of the aggregate number of Board of Directors’ meetings and meetings of Board committees of which he was a member.

     The Board of Directors has a standing Audit Committee, consisting of Messrs. Mohan, Whipple and Jensen. Effective May 8, 2002, Eric Dunn will become a member of the Audit Committee to replace Mr. Jensen. The Audit Committee held 8 meetings during 2001.

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     The Board of Directors has a standing Compensation Committee currently consisting of Messrs. Barrett, Whipple, McCoy and Spooner. Executive officers who are also directors of Corillian do not participate in decisions affecting their own compensation. The Compensation Committee held 7 meetings during 2001.

     The Board of Directors does not have a Nominating Committee or any other committee that performs a similar function.

Compensation of Directors

     Before July 31 2001, nonemployee directors did not receive compensation for serving as directors, except for reimbursement of reasonable expenses incurred in attending board and committee meetings. After July 31, 2001, nonemployee directors received $1,000 for each Board of Directors meeting attended and $500 for each committee meeting attended. In January 2001, we granted an option to purchase 100,000 shares of common stock to John B. McCoy. This option has an exercise price of $12.50 and vests in two equal annual installments, beginning February 1, 2002. In July 2001, we granted an option to purchase 20,000 shares of common stock to Eric Dunn in connection with his appointment to the Board of Directors and an option to purchase 5,000 shares of common stock to Edmund Jensen. Mr. Dunn’s option has an exercise price per share of $3.81 and vests in two equal annual installments, beginning July 31, 2002. Mr. Jensen’s option has an exercise price of $3.81 and vests fully on July 31, 2002. No employee director receives additional compensation for his or her service as a director.

Compensation Committee Interlocks and Insider Participation

     The members of the Compensation Committee during 2001 were Messrs. Barrett, Whipple, McCoy and Spooner. Mr. Spooner is our Chief Executive Officer. Messrs. Barrett, McCoy and Whipple have at no time been officers or employees of Corillian. Mr. Barrett was a partner of Battery Ventures, a holder of more than 5% of our stock. We have issued and sold shares of stock to Battery Ventures in two private placement transactions, as previously reported.

Family Relationships

     There are no family relationships between any director, executive officer or person nominated or chosen to be a director or executive officer, and any other director, executive officer or person nominated or chosen to become a director or executive officer of Corillian.

Executive Officers

     Set forth below are the ages, as of the Record Date, and certain biographical information for the executive officers of Corillian.

Name	Age		Position
Ted F. Spooner(1)		44	Vice Chairman and Chief Executive Officer
Alex P. Hart		39	President
Andrew Ian White		40	Chief Operating Officer
Steven Sipowicz		49	Chief Financial Officer and Secretary
William J. Hughes Jr.		39	Senior Vice President of Operations

(1)  For information regarding Messrs. Spooner, Hart and White, see “Board and Nominee Biographical Information.”

     Steve Sipowiczhas served as our Chief Financial Officer since November 1999 and our Secretary since January 2000. From October 1997 to November 1999, Mr. Sipowicz served as Chief Financial Officer of F.I.C.S. Group, N.V., a financial software and services company. From October 1996 to September 1997, he was Vice President, Finance and Administration and Chief Financial Officer of Intrinsa Corporation, a development tools company. From April 1993 to September 1996, he served as Vice President, Finance and

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Chief Financial Officer of Integrated Systems, Inc., an operating system software company. Mr. Sipowicz holds a B.S. degree in Chemistry from Bristol University (U.K.) and an M.B.A. degree from Santa Clara University.

     William J. Hughes Jr.has served as our Senior Vice President of Operations since May 2001 and served as our Vice President of Quality Assurance and Customer Service from September 2000 to May 2001 and as our Director of Quality from April 2000 to September 2000. From 1998 to 2000, Mr. Hughes was Senior Manager of the Infrastructure and IT Strategy Consulting Practices at Sequent Computer Systems. From 1997 to 1998, Mr. Hughes served as Line of Business Manager for Systems Management Products at Sequent Computer Systems. Mr. Hughes holds a B.S. degree in Computer Science from North Carolina State University and a M.S. degree in Computer Science from Georgia Tech.

     There are no arrangements or understandings pursuant to which any person has been appointed as an executive officer of Corillian. We have no employment contracts with any of our executive officers other than Alex P. Hart.

Executive Compensation

     The following table sets forth the compensation we paid for 2001, 2000 and 1999 to our Chief Executive Officer and our other four most highly compensated executive officers (collectively, the “Named Executive Officers”).

Summary Compensation Table

									Long-Term
									Compensation
									Awards
				Annual Compensation					Securities
									Underlying		All Other
Name and Principal Position		Year		Salary			Bonus(1)		Options		Compensation
Ted F. Spooner			2001	$	269,750		$	38,526		250,000	$	6,494	(2)
	Vice Chairman & CEO		2000		234,000			74,221		—		6,833	(3)
			1999		185,730			63,100		100,000		1,314	(4)
Alex P. Hart(5)			2001		235,000			148,642		240,000		15,972	(6)
	President		2000		118,269			19,108		166,667		—
Andrew White			2001		208,333			32,021		—		5,250	(7)
	Chief Operating Officer		2000		200,460			71,710		800,000		91,848	(8)
			1999		19,627	(9)		—		—		—
Steven Sipowicz			2001		183,526			29,423		—		5,040	(10)
	Chief Financial Officer and Secretary		2000		150,000			32,544		—		10,068	(11)
			1999		18,750	(12)		—		273,333		8,863	(13)
William J. Hughes Jr.(14)			2001		142,500			75,925		43,333		5,250	(15)
	Senior Vice President — Operations		2000		87,308			35,000		30,000		3,125	(16)

(1)	Cash bonuses are paid to our executive officers based upon their individual contributions to Corillian and our overall performance. Bonuses for a given quarter are paid during the following quarter.
(2)	Consists of $2,273 in 401(k) matching contributions and $4,221 of life insurance premiums paid by us.
(3)	Consists of $2,273 in 401(k) matching contributions and $4,560 of life insurance premiums paid by us.
(4)	Consists of $1,136 in 401(k) matching contributions and $178 of life insurance premiums paid by us.
(5)	Mr. Hart joined us in April 2000.
(6)	Consists of $15,972 of relocation expenses paid on behalf of Mr. Hart by us.
(7)	Consists of $5,250 in 401(k) matching contributions paid by us.
(8)	Consists of $2,214 in 401(k) matching contributions, $14,634 of relocation expenses paid on behalf of Mr. White by us and $75,000 in sales commissions.

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  (9)  Mr. White joined us in November 1999.

(10)	Consists of $5,040 in 401(k) matching contributions paid by us.
(11)	Consists of $4,418 in 401(k) matching contributions and $5,650 of relocation expenses paid on behalf of Mr. Sipowicz by us.
(12)	Mr. Sipowicz joined us in November 1999.
(13)	Consists of $8,863 of relocation expenses paid on behalf of Mr. Sipowicz by us.
(14)	Mr. Hughes joined us in April 2000.
(15)	Consists of $5,250 in 401(k) matching contributions paid by us.
(16)	Consists of $3,125 in 401(k) matching contributions paid by us.

Option Grants

     The following table sets forth information with respect to grants of stock options to the Named Executive Officers during 2001.

Option Grants in 2001

			Percent of
	Number of		Total							Potential Realizable Value at
	Shares		Options							Assumed Annual Rates of Stock
	Underlying		Granted to			Exercise				Price Appreciation for Option Term(3)
	Options		Employees			Price per		Expiration
Name	Granted(1)		in Year			Share(2)		Date		0%		5%		10%
Ted F. Spooner		250,000		13.9	%	$	3.81		7/31/2011	$	952,500	$	1,551,522	$	2,470,540
Alex P. Hart		240,000		13.3			12.50		1/23/2011		3,000,000		4,886,684		7,781,227
William J. Hughes Jr.		30,000		1.7			3.15		4/25/2011		94,500		153,931		245,109

(1)	Options may terminate before their expiration dates if the optionee’s status as an employee or director is terminated.
(2)	Based on the closing price of the common stock as reported on The Nasdaq National Market on the grant date. These option shares vest over four years, with one-fourth vesting after the first year and the remaining option shares ratably vesting quarterly over the remaining three years.
(3)	This column shows the hypothetical gains or option spreads of the options granted based on assumed annual compound stock appreciation rates of 0%, 5% and 10% over the full 10-year term of the options. The assumed rates of appreciation are mandated by the rules of the Securities and Exchange Commission and do not represent our estimate or projection of future common stock prices.

Aggregate Option Exercises and Year-End Option Values

     The following table sets forth certain information regarding exercises of stock options during 2001 by the Named Executive Officers and the year-end value of options held by such individuals.

Aggregate Option Exercises in 2001 and Year-End Option Values

					Number of Shares
					Underlying Unexercised				Value of Unexercised
					Options at				In-the-Money Options at
	Shares				December 31, 2001				December 31, 2001(1)
	Acquired on		Value
Name	Exercise		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable
Ted F. Spooner		—		—		200,000		250,000	$	834,000	$	245,000
Alex P. Hart		—		—		104,167		302,500		106,250		63,750
Andrew Ian White		—		—		505,000		568,333		674,450		224,816
Steven Sipowicz		—		—		136,667		68,333		449,634		224,816
William J. Hughes Jr.		—		—		16,250		57,083		—		49,200

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(1)  Calculated based on the difference between the option exercise price and the closing price of our common stock on December 31, 2001 ($4.79 per share), the last trading day of 2001. The potential values have not been, and may never be, realized. The underlying options have not been, and may never be, exercised. Actual gains, if any, on exercise will depend on the value of our common stock on the date of exercise.

Compensation Committee Report on Executive Compensation

Compensation Committee

     The Compensation Committee of the Board of Directors consists of Messrs. Barrett, Whipple, McCoy and Spooner. Mr. Barrett is the Chairman of the Compensation Committee. Pursuant to authority delegated by the Board of Directors, the Compensation Committee approves compensation of executive officers, including the Chief Executive Officer. The Compensation Committee is also responsible for reviewing and approving executive compensation programs and administering our stock incentive and executive compensation plans. The Compensation Committee also provides advice on a broad range of human resources issues including best practices in the areas of benefits, staffing, succession planning and general compensation.

Compensation Policy

     The Compensation Committee believes that Corillian’s total executive compensation programs should be related to corporate performance. We have developed a total compensation strategy that ties a significant portion of executive compensation to achievement of pre-established financial results. The primary objectives of the executive Compensation Committee are to:

•  Attract and retain talented executives;

•  Motivate executives to achieve long-term business strategies while achieving near-term financial targets; and

•  Align executive performance with Corillian’s strategic and tactical goals.

     We have base pay and bonus programs for our executive officers, as well as a 401(k) plan. These programs are designed to offer compensation that is competitive with compensation offered by companies of similar size and complexity within the software industry. The Compensation Committee uses comparative information from a group of companies in the software industry, particularly the Internet-based financial services software industry, for establishing executive compensation, general compensation structures and Corillian performance goals.

Base Salaries

     Base salaries for the Chief Executive Officer and other executive officers are initially determined by evaluating the responsibilities of the position and the experience of the individual, and by reference to the competitive marketplace for corporate executives. This includes a comparison of base salary and total compensation for comparable positions at other companies.

     Annual salary adjustments are considered and determined by evaluating Corillian’s performance and each executive officer, and also take into account any new responsibilities and information about the competitive marketplace for corporate executives. The Compensation Committee, when appropriate, also considers non-financial performance measures that focus attention on improvement in management processes.

     In July 2001, the Compensation Committee analyzed the compensation of our chief executive officer, chief financial officer, chief operating officer and president and compared each officer’s compensation with the compensation of similarly situated officers of companies in the software industry, particularly the Internet-based financial services software industry. The Compensation Committee’s goal was to ensure that the base salaries of its executive officers were in line with industry averages. After conducting this analysis, the Compensation Committee adjusted the base salary of our chief executive officer from $240,000 per year to $300,000 per year and the base salary of our chief operating officer from $200,000 per year to $220,000 per year.

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Executive Bonus Plan

     Our executive officers participate in an executive bonus plan, which is a quarterly cash incentive compensation plan. Corillian’s performance objectives and each executive officer’s personal objectives are established and approved by the Compensation Committee in the first quarter of the fiscal year. Performance measures have established quarterly targets that determine the amount of cash payment under the plan.

     The executive bonus plan for fiscal 2001 provided for quarterly bonuses based on Corillian’s revenue and gross margin and other operational metrics selected by the Compensation Committee. Each participant was assigned a percentage, which represented the percent of base salary that would be received under the plan if the plan criterion were met. The Chief Executive Officer and other executive officers received quarterly bonuses under this plan in the first and second fiscal quarters of 2001 but did not receive any bonuses for the third and fourth fiscal quarters of 2001. In total the Chief Executive Officer and other executive officers received between 30% and 40% of their targeted fiscal year 2001 bonus.

Stock Options

     All of our employees, including executive officers, are eligible to participate in our 2000 Stock Incentive Compensation Plan. The Compensation Committee approves all option grants, except that our President may approve option grants so long as the number of shares subject to the options granted to a particular individual does not exceed 30,000 in any twelve-month period. Guidelines for the number of options granted have been established and are reviewed periodically to ensure competitiveness. Actual grants are based on individual performance and contribution to our strategic success.

Compensation Committee Report Submitted By:

Robert G. Barrett, Chairman

Jay N. Whipple III

Robert Huret

Ted F. Spooner

Audit Committee Report

Audit Committee

     The Audit Committee of the Board is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls. The Audit Committee consists of Messrs. Whipple, Jensen and Mohan. Mr. Whipple is the Chairman of the Audit Committee. All of the members of the Audit Committee are able to read and understand financial statements and have experience in finance and accounting that provide them with financial sophistication. Messrs. Whipple and Jensen are both independent directors, but Mr. Mohan may be deemed to not be an independent director under NASD Rule 4200(15)(d) because he is employed by Battery Ventures, an affiliate of the Company. While this member does not meet the definition of independence of NASD Rule 4200(15)(d), the Board of Directors has determined in its business judgment that the best interests of the company and its shareholders require Mr. Mohan’s membership on the Audit Committee.

Duties and Responsibilities

     The Audit Committee operates under a written charter approved by the Board of Directors. Pursuant to authority delegated by the Board of Directors and the written charter of the Audit Committee, the Audit Committee

•  recommends the selection, retention or replacement of our independent auditor, and ensures the independence of the auditor through an analysis of written statements delineating all relationships between the auditor and Corillian and by engaging in dialogue with the auditor regarding any relationships that may impact the objectivity and independence of the auditor;

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•  reviews the scope and results of the annual independent audit of the books and records of Corillian;

•  reviews the adequacy of internal accounting, financial and operating controls;

•  reviews procedures to ensure compliance with applicable financial reporting requirements of government agencies; and

•  performs such other duties as the Board of Directors deems appropriate.

     In connection with these responsibilities, the Audit Committee met with management and the independent accountants to review and discuss the December 31, 2001 financial statements. The Audit Committee also discussed with the independent accountants the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Audit Committee also received written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent accountants that firm’s independence.

Fiscal 2001 Audit

     Based upon the Audit Committee’s discussions with management and the independent accountants, and the Audit Committee’s review of the representations of management and the independent accountants, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in Corillian’s Annual Report on Form 10-K for the year ended December 31, 2001, for filing with the Securities and Exchange Commission.

Audit Committee Report Submitted By:

Jay N. Whipple III, Chairman

Edmund P. Jensen

Ravi Mohan

Audit and Non-Audit Fees

     The following table presents fees for professional services rendered by our independent auditors, KPMG LLP, for the audit of our annual financial statements for 2001, and fees billed for other services rendered by KPMG LLP during 2001.

Services		Fees
Audit fees, excluding audit-related services(1)		$	154,950
Financial information systems design and implementation		$	—
All other fees:
	Audit-related service fees(2)	$	3,100
	Other non-audit service fees(3)	$	200,500
Total all other fees		$	203,600
Total Audit and Non-Audit Fees		$	358,550

(1)	Audit fees, excluding audit-related services consisted principally of professional services rendered for the audit of our annual financial statements for the year ended December 31, 2001, and the reviews of our quarterly financial statements included in our Form 10-Qs for the year 2001.
(2)	Audit-related services, consisted of fees related to Securities and Exchange Commission filings.
(3)	Other non-audit services consisted of professional services rendered for SAS 70 reviews, as well as U.S. and foreign tax-related matters.

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Employment, Change in Control and Severance Agreements

     In January 2001, we entered into an employment agreement with Alex P. Hart to serve as President. The term of the agreement is two years. Mr. Hart’s base compensation is $235,000 per year for the term of the agreement. He also received a signing bonus of $75,000 in January 2001, and we agreed to pay his relocation expenses in moving from Bellevue, Washington to Portland, Oregon. Mr. Hart may be terminated without cause or for cause, disability or death. If Mr. Hart is terminated without cause during the term of the agreement, he is entitled to exercise 50% of the then unvested portion of the stock option granted to him in January 2001. Mr. Hart has the right to terminate his employment if Mr. Spooner is no longer Chief Executive Officer and Mr. Hart is not made Chief Executive Officer. If Mr. Hart terminates his employment for this reason, he is entitled to receive one year’s base salary and may exercise 50% of the then unvested portion of the stock option granted to him in January 2001. Pursuant to Mr. Hart’s agreement, we extended a $300,000 short-term loan to him to assist him in purchasing a house in Portland, Oregon while he was in the process of selling his house in Bellevue, Washington. The loan is interest-free and is secured by all assets of Mr. Hart. Mr. Hart has paid $140,000 of the principal amount of the note, and $160,000 of the principal amount remains outstanding.

     In February 2002, the Compensation Committee of the Board of Directors authorized Corillian to enter into severance agreements with nine employees of the company, including the executive officers. These severance agreements provide for severance payments to be made to these employees if they are terminated without cause within one year after a change in control of Corillian. The severance payment that would be made to each of these employees depends upon the seniority of the individual and the length of the individual’s employment with Corillian. For example, our chief executive officer and chief financial officer would each be entitled to a severance payment equal to two years’ of his base compensation, the maximum amount permitted under the agreements.

Related Party Transactions

     In August 2001, we advanced $100,000 to Andrew White in exchange for a note from Mr. White. The note bears interest at seven percent per year and is payable from the net proceeds of any bonuses or commissions payable to Mr. White. As of December 31, 2001, $98,537 remained outstanding under this note.

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COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN

     The graph below compares the cumulative total shareholder return on our common stock with the cumulative total return on the Nasdaq Composite U.S. Index and a peer group of companies in the our industry over the period indicated, assuming the investment of $100 on April 12, 2000, the date of our initial public offering, and reinvestment of any dividends.The stock price performance shown on the graph below is not necessarily indicative of future price performance.

Total Shareholder Return

     The selected peer group consists of S1 Corporation, Digital Insight, Online Resources and Communications, Intellidata and Netzee. Such companies have been selected for the peer group on the basis of, among other factors, the similarity of their business to our business and their market capitalization relative to our market capitalization.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table contains information about the beneficial ownership of our common stock as of March 18, 2002 for

•  each person who beneficially owns more than 5% of our common stock;

•  our chief executive officer and each of the executive officers named in the summary compensation table; and

•  all of our executive officers and directors as a group.

     Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and except for community property laws where applicable, the persons named in the following table have sole voting and investment power with respect to all shares of common stock shown as beneficially

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owned by them. The percentage of beneficial ownership before the offering is based on 35,239,057 shares of common stock outstanding as of March 18, 2002.

				Percentage of Shares
Name and Address		Beneficially Owned		Outstanding
Battery Ventures(1)			9,803,962		27.8	%
	901 Mariners Island Boulevard,
	Suite 475
	San Mateo, California 94404
Ted F. Spooner(2)			2,975,438		8.4
Jay N. Whipple III(3)			1,661,952		4.7
	135 South LaSalle Street, Suite 2412
	Chicago, Illinois 60603
Robert C. Barrett(4)			9,915,074		28.1
Ravi Mohan(5)			9,815,074		27.9
	c/o Battery Ventures
	901 Mariners Island Boulevard,
	Suite 475
	San Mateo, California 94404
Andrew Ian White(6)			647,175		1.8
John B. McCoy(7)			346,000		*
Steven Sipowicz(8)			245,417		*
Alex P. Hart(9)			209,170		*
William J. Hughes Jr.(10)			31,778		*
Edmund P. Jensen(11)			14,333		*
Eric Dunn			21,000		*
All directors and executive officers as a group (11 persons)(12)			16,078,449		45.6

  * Represents beneficial ownership of less than 1%.

(1)	Consists of 8,385,452 shares held by Battery Ventures V, L.P.; 1,225,495 shares held by Battery Ventures Convergence Fund, L.P.; and 193,015 shares held by Battery Investment Partners V, LLC.
(2)	Includes 200,000 shares subject to options exercisable within 60 days of April 5, 2002. 2,756,667 of these shares are owned by Mr. Spooner in his capacity as sole trustee of the Ted F. Spooner Trust Agreement, dated January 21, 2000, and any amendments thereto.
(3)	Includes 13,333 shares subject to options exercisable within 60 days of April 5, 2002.
(4)	Consists of 11,112 shares subject to options exercisable within 60 days of April 5, 2002; 100,000 shares held directly by Mr. Barrett; 8,385,452 shares held by Battery Ventures V, L.P.; 1,225,495 shares held by Battery Ventures Convergence Fund, L.P.; and 193,015 shares held by Battery Investment Partners V, LLC. Mr. Barrett disclaims beneficial ownership of all of the shares held by Battery Ventures entities, except to the extent of his pecuniary interests.
(5)	Consists of 11,112 shares subject to options exercisable within 60 days of April 5, 2002; 8,385,452 shares held by Battery Ventures V, L.P.; 1,225,495 shares held by Battery Ventures Convergence Fund, L.P.; and 193,015 shares held by Battery Investment Partners V, LLC. Mr. Mohan disclaims beneficial ownership of all of these shares, except to the extent of his pecuniary interests.
(6)	Includes 639,167 shares subject to options exercisable within 60 days of April 5, 2002.
(7)	Includes 320,000 shares subject to options exercisable within 60 days of April 5, 2002.
(8)	Includes 170,834 shares subject to options exercisable within 60 days of April 5, 2002.
(9)	Includes 205,000 shares subject to options exercisable within 60 days of April 5, 2002.

(10)  Includes 29,166 shares subject to options exercisable within 60 days of April 5, 2002.

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(11)	Includes 13,333 shares subject to options exercisable within 60 days of April 5, 2002.
(12)	Includes 1,608,613 shares subject to options exercisable within 60 days of April 5, 2002.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors and executive officers and any persons who beneficially own more than 10 percent of our common stock to report their initial ownership of common stock and any subsequent changes in that ownership to the Securities and Exchange Commission (the “SEC”). Specific due dates for such reports have been established. Persons subject to the Section 16(a) reporting requirements are required to furnish the Company copies of all Section 16(a) reports they file with the SEC. To our knowledge, based solely on a review of copies of such reports furnished to us and representations that no other reports are required, all Section 16(a) filing requirements applicable to such reporting persons were complied with in 2001.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

     Shareholder proposals to be presented at the 2003 Annual Meeting of Shareholders must be received at Corillian’s principal executive offices no later than December 8, 2002 in order to be included in Corillian’s proxy statement and form of proxy relating to that meeting.

     According to Corillian’s Bylaws, for business to be properly brought before the 2003 Annual Meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at Corillian’s principal executive offices not less than 60 days nor more than 90 days prior to the date of the 2003 Annual Meeting; provided, that in the event that less than 70 days’ notice of the date of the 2003 Annual Meeting is given to the shareholders, notice by the shareholder, to be timely, must be so received not later than the close of business on the seventh day following the day on which such notice of the date of the meeting was mailed.

     If Corillian receives proper notice of a shareholder proposal pursuant to Corillian’s Bylaws, and such notice is not received a reasonable time prior to mailing by Corillian of its proxy materials for Corillian’s 2003 Annual Meeting of Shareholders, Corillian believes that its proxy holders would be allowed to use the discretionary authority granted by the proxy card to vote against the proposal at the meeting without including any disclosure of the proposal in the proxy statement relating to such meeting.

     CORILLIAN’S 2001 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THESE MATERIALS. COPIES OF CORILLIAN’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 MAY BE OBTAINED FROM CORILLIAN WITHOUT CHARGE UPON WRITTEN REQUEST TO CORILLIAN. REQUESTS SHOULD BE DIRECTED TO THE SECRETARY, CORILLIAN CORPORATION, 3400 NW JOHN OLSEN PLACE, HILLSBORO, OREGON 97124.

Ted F. Spooner

Vice Chairman and Chief Executive Officer

Portland, Oregon

March 29, 2002

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PROXY

Corillian Corporation

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 2002.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Steven Sipowicz, Ted F. Spooner and Alex P. Hart, and each of them, as Proxies, with full power of substitution, and hereby authorizes them to represent and to vote, as designated below, all the shares of Common Stock of Corillian Corporation held of record by the undersigned on March 18, 2002, at the Annual Meeting of Shareholders to be held on May 8, 2002 or at any adjournment thereof.

(Continued and to be signed on reverse side.)

-FOLD AND DETACH HERE -

Please mark
your votes as
indicated in
this example. X

1.	Election of Directors.Election of the following nominees to serve as directors each for a three-year term or until his or her successor is duly elected	FOR nominees	WITHHOLD AUTHORITY to vote for nominees	In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned.IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH NOMINEE IN ITEM 1.
	01Ravi Mohan    02John McCoy

Please sign below exactly as your name appears on your stock certificate. When shares are held jointly, each person should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. An authorized person should sign on behalf of corporations, partnerships and associations and give his or her title.

Signature(s) Dated: , 2002

YOUR VOTE IS IMPORTANT. PROMPT RETURN OF THIS PROXY CARD WILL HELP SAVE THE EXPENSE OF ADDITIONAL SOLICITATION EFFORTS.

-FOLD AND DETACH HERE-