Quotient Technology PRER14A Preliminary revised proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.1)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Quotient Technology Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable.

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

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—MAY 20, 2022

LOGO

PROXY STATEMENT

AND NOTICE FOR

2022 ANNUAL MEETING OF STOCKHOLDERS

LOGO

[●], 2022

Dear Fellow Stockholders,

It is our pleasure to invite you to attend the 2022 Annual Meeting of Stockholders of Quotient Technology Inc. More details on the Annual Meeting can be found in the enclosed notice for the meeting and related proxy materials.

We look forward to welcoming those of you who will be able to attend the Annual Meeting, which will be held virtually this year. Regardless of whether you plan to attend the Annual Meeting, we ask that you vote as soon as possible to ensure that your voice is heard. You may vote by proxy via the Internet or telephone, or if you received paper copies of the proxy materials via mail, you can also vote by mail by following the instructions on the proxy card or voting instruction card or the information forwarded by your broker, bank or other holder of record. For detailed information regarding voting instructions, please refer to the accompanying proxy statement.

If you have any questions or require any assistance with voting your enclosed proxy card, please contact our proxy solicitation firm, D.F. King & Co., Inc. Stockholders may call toll free at (800) 967-5051. Brokers and banks may call collect at (212) 269-5550. D.F. King may also be reached by email at QUOT@dfking.com.

Thank you for your ongoing support and for being a part of our journey.

Robert McDonald

Chairman of the Board

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—MAY 20, 2022

QUOTIENT TECHNOLOGY INC.

1260 EAST STRINGHAM AVENUE, SUITE 600

SALT LAKE CITY, UTAH 84106

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Mountain Daylight Time on [●] [●], 2022

TO THE STOCKHOLDERS OF QUOTIENT TECHNOLOGY INC.:

The Annual Meeting of Stockholders (“Annual Meeting”) of Quotient Technology Inc., a Delaware corporation (“Quotient” or the “Company”), will be held on [●] [●], 2022, at 10:00 a.m. MT for the following purposes:

To approve an amendment to our Amended Restated Certificate of Incorporation, as amended, to provide for the declassification of our Board of Directors;

To elect three Class II directors to serve until the 2023 annual meeting of stockholders, if Proposal No. 1 is approved, or until the 2025 annual meeting of stockholders if Proposal No. 1 is not approved, and until their successors are duly elected and qualified;

To approve, on an advisory basis, the compensation of our named executive officers;

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;

To ratify the Tax Benefits Preservation Plan, dated November 11, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as amended, designed to preserve the value of certain tax assets associated with the Company’s net operating losses under Section 382 of the Internal Revenue Code; and

To transact such other business as may properly come before the Annual Meeting.

This year’s Annual Meeting will be held as a virtual-only meeting to support the health and well-being of our employees, directors and stockholders. Stockholders of record as of the Record Date (as defined below) will be able to attend and participate in the Annual Meeting by visiting www.cesonlineservices.com/quot22_vm. In order to attend the virtual Annual Meeting, you will need to pre-register by [●] [a./p.]m. Mountain Time on [●], 2022. To join the meeting, you will need your control number as provided in your proxy materials.

Only stockholders of record of our common stock at the close of business on [●] [●], 2022 (the “Record Date”) will be entitled to receive a notice of, and to vote at, the Annual Meeting and any adjournments thereof. Further information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR ALL” OF THE COMPANY’S NOMINEES ON PROPOSAL 2 AND “FOR” PROPOSALS 1, 3, 4 AND 5.

If you have any further questions about voting or attending the Annual Meeting, please contact our proxy solicitor, D.F. King & Co., Inc. (“D.F. King”) Stockholders may call toll-free at (800) 967-5051. Brokers and banks may call collect at (212) 269-5550. D.F. King may also be reached by email at QUOT@dfking.com.

We appreciate your continued support of Quotient.

By order of the Board of Directors,

Connie Chen

General Counsel and Secretary

Salt Lake City, Utah

[●] [●], 2022

Please note that we are closely monitoring developments related to the COVID-19 pandemic. It could become necessary to change the date, time, and/or means of holding the Annual Meeting of Stockholders (including by means of remote communication). If such a change is made, we will announce the change in advance, and details on how to participate will be issued by press release, posted on our website and filed as additional proxy materials. Please monitor our website at www.quotient.com under the headings “About – Investors” for updated information. If you are planning to attend the Annual Meeting, please check the website one week prior to the meeting date.

Table of Contents


QUESTIONS AND ANSWERS			2
PROPOSAL NO. 1—CHARTER DECLASSIFICATION AMENDMENT			9
PROPOSAL NO. 2—ELECTION OF DIRECTORS			11
PROPOSAL NO. 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION			20
PROPOSAL NO. 4—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
PROPOSAL NO. 5—RATIFICATION OF THE TAX BENEFITS PRESERVATION PLAN			24
CORPORATE GOVERNANCE AND DIRECTORS			31
Board Composition			31
Committees of the Board			31
Board Leadership Structure			35
Director Independence			35
Corporate Governance Practices			36
Director Onboarding and Education			36
Board and Committee Evaluations			36
Risk Oversight			37
Prohibition on Short Sales, Hedging Transactions and Margin Accounts and Pledges			38
Code of Business Conduct and Ethics			38
Director Stock Ownership Guidelines			39
Meetings of the Board			39
Director Commitments			39
Attendance at Annual Stockholder Meetings by the Board			39
Compensation Committee Interlocks and Insider Participation			39
Considerations in Evaluating Director Nominees			39
Board Diversity			40
Stockholder Recommendations for Nominations to the Board			41
Non-Employee Director Compensation			42
Stockholder and Other Interested Party Communications with the Board			44
Cooperation Agreement with Engaged Capital, LLC			44
REPORT OF THE AUDIT COMMITTEE			46
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			47
EXECUTIVE OFFICERS			49
EXECUTIVE COMPENSATION			52
Business Overview			52
Compensation Overview			54
How Pay Decisions Are Made			57
Peer Group			58
Compensation Elements			60
2022 Compensation Changes			66
Compensation Committee Role			67
Independent Compensation Consultant			67
Stock Ownership Guidelines			68
Consideration of Risk			68
Severance and Change of Control			69
Tax and Accounting Implications			69
Other Benefits			69
REPORT OF THE COMPENSATION COMMITTEE			70
SUMMARY COMPENSATION TABLE			71
GRANT OF PLAN-BASED AWARDS			72
Executive Employment Arrangements			73
Potential Payments upon Termination, Change of Control or Certain Other Events			74


Outstanding Equity Awards as of December 31, 2021			82
Option Exercises and Stock Vested			84
401(k) Plan			85
CEO Pay Ratio			85
EQUITY COMPENSATION PLAN INFORMATION			86
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			87
Delinquent Section 16(a) Reports			89
INDEMNIFICATION AGREEMENTS			89
ADDITIONAL INFORMATION			89
OTHER MATTERS			90
APPENDIX A			A-1
APPENDIX B			B-1
APPENDIX C			C-1

As used in this proxy statement, the terms “Quotient,” the “Company,” “we,” “us,” and “our” mean Quotient Technology Inc. and its subsidiaries unless the context indicates otherwise.

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—MAY 20, 2022

LOGO

PROXY STATEMENT

FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

to be held on [●] [●], 2022 at 10:00 a.m. MT

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”) of Quotient Technology Inc. (“Quotient” or the “Company”) for use at the Annual Meeting of Stockholders to be held virtually at 10:00 a.m. MT on [●], 2022 and any postponements or adjournments thereof, which we refer to as the Annual Meeting. You can attend the meeting by visiting www.cesonlineservices.com/quot22_vm and entering the control number as provided in your proxy materials. In order to attend the virtual Annual Meeting, you will need to pre-register by [●] [a./p.]m. Mountain Time on [●], 2022. This proxy statement and the accompanying form of proxy card are first being mailed to stockholders on or about [●] [●], 2022. Our annual report for the year ended December 31, 2021 is enclosed with this proxy statement. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

QUESTIONS AND ANSWERS

Why am I receiving these materials?

Our Board has sent you this proxy statement and the accompanying proxy card to ask for your vote, as a stockholder of Quotient, on certain matters that will be voted on at the Annual Meeting.

What matters am I voting on?

You will be voting on:

• a proposal to approve an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to provide for the declassification of our Board of Directors (Proposal No. 1);

• a proposal for the election of three Class II directors to serve until the 2023 annual meeting of stockholders, if Proposal No. 1 is approved, or until the 2025 annual meeting of stockholders if Proposal No. 1 is not approved, and until their successors are duly elected and qualified (Proposal No. 2);

• a proposal to approve on an advisory basis, the compensation of our named executive officers (Proposal No. 3);

• a proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 (Proposal No. 4);

• a proposal to ratify the Tax Benefits Preservation Plan, dated November 11, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as amended (the “Tax Benefits Preservation Plan”), designed to preserve the value of certain tax assets associated with the Company’s net operating losses under Section 382 of the Internal Revenue Code (Proposal No. 5); and

• such other business that may properly come before the Annual Meeting.

At the date of this proxy statement, except as noted below, we have not received any notice regarding any other matter to come before the Annual Meeting.

How does the Board recommend I vote on these proposals?

The Board recommends a vote:

•

FOR the approval an amendment to our Charter to provide for the declassification of our Board (Proposal No. 1);

•

FOR the election of three Class II directors to serve until the 2023 annual meeting of stockholders, if Proposal 1 is approved, or until the 2025 annual meeting of stockholders if Proposal 1 is not approved, and until their successors are duly elected and qualified (Proposal No. 2);

•

FOR the approval, on an advisory basis, of the compensation of our named executive officers (Proposal No. 3);

•

FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 (Proposal No. 4); and

•

FOR the ratification of the Tax Benefits Preservation Plan (Proposal No. 5).

Who is entitled to vote?

Holders of our common stock as of the close of business on [●] [●], 2022 (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were [●] shares of common stock outstanding. In deciding all matters at the Annual Meeting, each holder of common stock of Quotient will be entitled to one vote for each share of common stock held as of the close of business on the Record Date. We do not have cumulative voting rights for the election of directors.

Registered Stockholders. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy materials were provided to you directly by us. 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. Stockholders of record may vote (i) by filling out and signing the proxy card that was included with this Proxy Statement and returning it in the envelope provided, (ii) by calling the toll-free number found on the proxy card, or (iii) online at the internet voting website provided on the proxy card. Stockholders of record may also vote by attending the Annual Meeting.

Street Name Stockholders. If you are a beneficial owner of shares held in street name, you will receive instructions from your broker, bank or other nominee on how to vote your shares. If you received printed copies of the proxy materials by mail, you may also vote by filling out the voting instruction form and returning it in the envelope provided. The availability of online or phone voting may depend on the voting process of the organization that holds your shares. Beneficial owners who want to attend and also vote at the Annual Meeting will need to obtain a legal proxy, in PDF or Image (gif, jpg, or png) file format, from the organization that holds their shares giving them the right to vote their shares at the Annual Meeting and by presenting it with their online ballot during the meeting. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name holders.”

How do I vote if I am a stockholder of record?

•

vote by internet—visit www.cesvote.com, 24 hours a day, seven days a week, until 11:59 p.m. EDT on [●] [●], 2022 (have your proxy card in hand when you visit the website);

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vote by telephone—call toll-free at (888) 693-8683 (have your proxy card in hand when you call);

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vote by mail—simply complete, sign and date the enclosed proxy card and return it before the Annual Meeting in the postage-paid envelope provided or return it to Corporate Election Services, P.O. Box 3230 Pittsburgh, PA 15230; or

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vote during the Annual Meeting—visit www.cesonlineservices.com/quot22_vm.

How do I vote if I am a street name holder?

Street name holders may submit their voting instructions by internet or telephone using the information provided by their respective brokers or other nominees and may complete and mail voting instruction forms to their respective brokers or nominees. Street name holders can also vote during the Annual Meeting by visiting www.cesonlineservices.com/quot22_vm.

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

•

entering a new vote by internet or by telephone (until 11:59 p.m. EDT on [●] [●], 2022);

•

returning a later-dated proxy card so that it is received prior to the Annual Meeting;

•

notifying the Secretary of Quotient, in writing, at 1260 East Stringham Avenue, Suite 600, Salt Lake City, Utah 84106; or

•

voting during the Annual Meeting—visit www.cesonlineservices.com/quot22_vm.

Street name holders may change their voting instructions by submitting new instructions by internet or by telephone or by returning a later-dated voting instruction form to their respective brokers or nominees. Street name holders can also change their vote by voting during the Annual meeting by visiting www.cesonlineservices.com/quot22_vm .

What should I do if I receive more than one proxy card or set of proxy materials from the Company?

Your shares may be owned through more than one brokerage or other share ownership account. In order to vote all of the shares that you own, you must use each proxy card you receive in order to vote with respect to each account by telephone, by Internet, or by signing, dating and returning the proxy card in the postage-paid envelope provided.

How will my shares be voted if I return the enclosed proxy card?

The shares represented by any proxy card that is properly executed and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications made on that proxy card. Where a choice has been specified on the proxy card with respect to the proposals, the shares represented by the proxy card will be voted in accordance with the specifications.

The Board of Directors is not aware of any matters that are expected to come before the Annual Meeting other than those described in this proxy statement. If any other matter should be presented at the Annual Meeting upon which a vote may be properly taken, shares represented by all proxy cards received by the Board of Directors will be voted with respect thereto at the discretion of the person or persons named as proxies in the enclosed proxy card.

If you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted: “FOR” the approval of an amendment to our Charter to provide for the declassification of our Board of Directors (Proposal No. 1); “FOR ALL” of the Board of Directors’ Class II director nominees: Matthew O’Grady, Matthew Krepsik and Robert McDonald (Proposal No. 2); “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal No. 3); “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 (Proposal No. 4); and “FOR” the ratification of the Tax Benefits Preservation Plan (Proposal No. 5).

If I am a street name stockholder, will my shares be voted if I do not provide instructions?

In some cases, your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Specifically, brokerage firms have the authority under New York Stock Exchange (“NYSE”) rules to cast votes on certain “routine” matters if they do not receive instructions from the beneficial holder. Ratification of the appointment of the independent registered public accounting firm (Proposal No. 4) is typically considered a routine matter for which a brokerage firm may vote shares for which it has not received voting instructions. This is called a “broker discretionary vote.” When a proposal is not a routine matter and a brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” Proposal Nos. 1, 2, 3 and 5 are not considered routine matters. If you do not provide voting instructions to your broker with respect to these matters, it will result in a broker non-vote with respect to such proposals. Broker non-votes will have no effect on the outcome of Proposal Nos. 2, 3, 4 and 5 but will have the same effect as votes against Proposal No. 1.

How will the Annual Meeting be conducted?

The Annual Meeting will be a completely virtual meeting of stockholders. You can attend the Annual Meeting by visiting www.cesonlineservices.com/quot22_vm, where you will be able to listen to the meeting live, submit questions and vote online.

Attendance at the Annual Meeting will be limited to stockholders of the Company as of the Record Date and guests of the Company. You will not be able to attend the Annual Meeting in person at a physical location.

•

Pre-Registering for the Annual Meeting. In order to attend the virtual Annual Meeting, you will need to pre-register by [●] [a./p.]m. Mountain Time on [●], 2022. To pre-register for the meeting, please follow these instructions:

Registered Stockholders. Stockholders of record as of the Record Date may register to participate in the Annual Meeting remotely by visiting the website [●]. Please have your proxy card or Notice of Annual Meeting containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting.

Street Name Stockholders. Stockholders whose shares are held through a broker, bank or other nominee as of the Record Date may register to participate in the Annual Meeting remotely by visiting the website [●]. Please have your Voting Instruction Form, Notice of Annual Meeting, or other communication containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting.

If you have any difficulty following the registration process, please email the support team at the email address indicated on the meeting website.

•

Attending the Virtual Annual Meeting. Once your registration is validated, you will receive a confirmation email with instructions for accessing the Annual Meeting. The confirmation email will also contain contact information for technical support or any other questions on how to participate in the Annual Meeting.

•

Technical Disruptions. In the event of any technical disruptions or connectivity issues during the course of the Annual Meeting, please allow for some time for the meeting website to refresh automatically, and/or for the meeting operator to provide updates through the phone bridge.

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Stockholder List. We will make available a list of registered stockholders as of the Record Date for inspection by stockholders from [●] through [●], 2022 at our headquarters located at 1260 East Stringham Avenue, Suite 600, Salt Lake City, Utah 84106. If you wish to inspect the list, please submit your request, along with proof of ownership, by email to [●]. The stockholder list will also be available electronically on the meeting website during the live webcast of the Annual Meeting.

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Voting by Ballot at the Annual Meeting. Although the meeting webcast will begin at [●] a.m. Mountain Time on [●], 2022, we encourage you to access the meeting site 30 minutes prior to the start time to allow ample time to log into the meeting webcast and test your computer system. Accordingly, the Annual Meeting site will first be accessible to registered stockholders beginning at [●]a.m. Mountain Time on the day of the Annual Meeting.

For street name stockholders who wish to vote by ballot at the Annual Meeting, you must also provide a legal proxy from your broker, bank or other custodian when submitting your ballot before the polls close at the Annual Meeting. Any Voting Instruction Form you receive in connection with the Annual Meeting is not a legal proxy. Please also note that if you do request a legal proxy from your broker, bank or other agent, the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your broker, bank or custodian to vote on your behalf. Consequently, you will only be able to vote by ballot at the Annual Meeting. Your legal proxy, in electronic form (PDF, JPEG, GIF or PNG file format), must be submitted along with your ballot before the polls close at the Annual Meeting in order for your vote by ballot to count.

How can I ask questions at the Annual Meeting?

You may submit a question during the Annual Meeting using the “Ask A Question” box on the left-hand side of your screen, next to the slides with the heading “Ask A Question”. Enter your question in the box and hit the “SEND” button to submit it. Additional information regarding the ability of stockholders to ask questions during the Annual Meeting will be included in the rules of conduct that will be available on the Annual Meeting website.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. Robert McDonald, Matthew Krepsik and Connie Chen have been designated as proxies by our Board. When proxy votes are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If you properly complete and submit a validly executed proxy card, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in the proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares at the adjourned meeting date as well, unless you have properly revoked your proxy instructions, as described above.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our Amended and Restated Bylaws (our “Bylaws”) and Delaware state law. The presence, in person or by proxy, of a majority of the voting power of the shares of stock entitled to vote at the meeting will constitute a quorum at the meeting. “Abstentions,” “withhold” votes, and broker non-votes will count for purposes of determining the presence of a quorum.

How many votes are needed for approval of each matter?

•

Proposal No. 1: Approval of an amendment to our Charter to provide for the declassification of our Board. This proposal must receive the affirmative vote of at least 66-2/3% of the voting power of all of the outstanding shares of common stock entitled to vote generally in the election of directors. Abstentions and broker non-votes have the same effect as votes “AGAINST” the proposal.

•

Proposal No. 2: Election of three Class II directors to serve until the 2023 annual meeting of stockholders, if Proposal 1 is approved, or until the 2025 annual meeting of stockholders if Proposal 1 is not approved, and until their successors are duly elected and qualified. The election of directors will be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. This means that the three director candidates who receive the highest number of votes cast “FOR” are elected as directors. Only votes “FOR” will affect the outcome. Withhold votes and broker non-votes will not affect the outcome of the vote on the election of a director.

•

Proposal No. 3: Approval, on an advisory basis, of the compensation of our named executive officers. This proposal must receive the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the meeting and entitled to vote thereon to be approved. Abstentions are considered votes present and entitled to vote on this proposal, and thus have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect on the outcome of this proposal.

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Proposal No. 4: Ratification of appointment of independent registered accounting firm. This proposal must receive the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the meeting and entitled to vote thereon to be approved. Abstentions are considered votes present and entitled to vote on this proposal, and thus have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect on the outcome of this proposal.

•

Proposal No. 5: Ratification of the Tax Benefits Preservation Plan. This proposal must receive the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the meeting and entitled to vote thereon to be approved. Abstentions are considered votes present and entitled to vote on this proposal, and thus have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect on the outcome of this proposal.

Who will count the votes?

First Coast Results, Inc. will serve as the independent inspector of election (the “Inspector of Election”) and, in such capacity, will count and tabulate the votes.

Will there be a proxy contest at the Annual Meeting?

No. In March 2022, Engaged Capital, LLC and certain of its affiliates (the “Engaged Group”) provided notice of their intent to nominate two directors for election to the Board at the Annual Meeting. However, on May 16, 2022, the Company entered into a Cooperation Agreement with the Engaged Group, pursuant to which the Engaged Group withdrew its notice of nominations. As a result, there will be no proxy contest at the Annual Meeting. For additional information regarding the provisions of the Cooperation Agreement, see “Corporate Governance and Directors—Cooperation Agreement with Engaged Capital, LLC.”

How will the Cooperation Agreement impact voting at the Annual Meeting?

Pursuant to the Cooperation Agreement, the Engaged Group will vote all shares of common stock and voting securities beneficially owned, directly or indirectly, by the Engaged Group at the Annual Meeting in favor of all proposals, in accordance with the Board’s recommendations. In the event that Institutional Shareholder Services Inc. issues a contrary recommendation on Proposals 3, 4, or 5, the Engaged Group will be permitted to vote on such proposals in its own discretion. For a description of the Engaged Group’s beneficial ownership of common stock, see “Security Ownership of Certain Beneficial Owners and Management.”

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results based on the advice of our proxy solicitor at the Annual Meeting. We also expect to disclose preliminary voting results based on the preliminary tabulation by the Inspector of Election on a Current Report on Form 8-K that we will file with the Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting. We will report voting results based on the Inspector of Election’s final, certified report on a Current Report on Form 8-K that we will file with the SEC as soon as practicable.

Who can help answer any other questions I may have?

If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact our proxy solicitor:

LOGO

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Stockholders Call Toll-Free: (800) 967-5051

Brokers and Banks Call Collect: (212) 269-5550

Email: QUOT@dfking.com

PROPOSAL NO. 1

CHARTER DECLASSIFICATION AMENDMENT

Background

Pursuant to our Charter, our Board has been divided into three classes, each elected for a three-year term. The classification of the Board has resulted in staggered elections, with a different class of directors standing for election every third year at the Company’s annual meeting of stockholders. The Board has believed that this classified structure promotes continuity and stability of the Company’s strategy, oversight and policies and facilitates the ability of the Board to focus on creating long-term stockholder value.

As part of the Board’s evaluations of the Company’s corporate governance and in response to feedback from certain of our stockholders, the Board periodically evaluated this classified board structure, considering arguments both for and against the continuation of a classified board. The Board (including the members of the Nominating and Corporate Governance Committee) have considered the growing investor sentiment, particularly in the institutional investor community, in favor of annual elections and the Board’s ability to continue to be effective in protecting stockholder interests under an annual election system. The Board also recognizes that as the Company’s business strategy has evolved in recent years, the Company does not have the same degree of business-related reasons for a classified Board that it previously did. Additionally, as part of the Cooperation Agreement entered into by the Company on May 16, 2022, the Board committed to proposing an amendment to the Charter to declassify the Board at this Annual Meeting.

Therefore, after deliberation by the Nominating and Corporate Governance Committee and the full Board, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, recommends an amendment to our Charter that would implement a phasing out of our classified board structure and provide for the annual election of directors up for election, beginning at the Annual Meeting (the “Charter Declassification Amendment”).

Effects

Under the Charter Declassification Amendment, any director elected at the Annual Meeting or any future stockholder meeting will be elected to an annual term. In accordance with applicable law, the Charter Declassification Amendment cannot and does not change the unexpired three-year terms of directors elected or appointed to the Board prior to the effectiveness of the Charter Declassification Amendment. Rather, the current three-year terms for directors presently serving in Class I and Class III will continue, and those directors or their successors will only become eligible for a one-year term upon expiration of the existing three-year terms.

Directors appointed to fill any newly created directorships or vacancies in one of the classes would serve until the expiration of the applicable class’s term. This phased-in approach will result in, by the time of the Company’s 2024 annual meeting of stockholders, the discontinuation of our classified Board of Directors and all directors being nominated annually for one-year terms.

If this Proposal No. 1 is approved by stockholders at the Annual Meeting, the Charter Declassification Amendment will be effective once filed with the Secretary of State of the State of Delaware, which we intend to do promptly after stockholder approval is obtained.

Further, if this Proposal No. 1 is approved, the Class II Directors elected this year under Proposal No. 2 will each serve for a one-year term expiring at the 2023 annual meeting of stockholders and until their successors are duly elected and qualified. Further, any changes to the process of phasing out the classified board would need to be enacted through an amendment to the Charter. If this Proposal No. 1 is not approved by stockholders at the Annual Meeting, the Class II Directors elected this year will instead serve for a three-year term expiring at the 2025 Annual Meeting and until their successors are duly elected and qualified. Finally, if this Proposal No. 1 is approved, the Board would also take prompt action to approve an amendment to our Bylaws to conform the Bylaws to the Charter with respect to the structure of the Board’s classes and terms of office and other related provisions. The terms of office of the incumbent Class III and Class I Directors will expire at the annual meetings of stockholders to be held in 2023 and 2024, respectively.

The general description of the Charter Declassification Amendment set forth herein is a summary only and the full text of the Charter Declassification Amendment is attached as Appendix A to this Proxy Statement.

Required Vote

Provided there is a quorum for the meeting, approval of the Charter Declassification Amendment requires the affirmative vote of at least 66-2/3% of the voting power of all of the outstanding shares of common stock entitled to vote generally in the election of directors. Abstentions and broker non- votes have the same effect as votes “AGAINST” the proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

THAT STOCKHOLDERS VOTE “FOR” APPROVING THE

CHARTER DECLASSIFICATION AMENDMENT.

PROPOSAL NO. 2

ELECTION OF DIRECTORS

Our Board is comprised of ten members and, in accordance with our Charter and our Bylaws, is divided into three classes of directors, the members of which, prior to the Annual Meeting, served for a staggered three-year term and until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Currently, the term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting for a full three-year term. If Proposal No. 1 is approved, beginning with the Annual Meeting, the Company’s nominees for election at the Annual Meeting—Matthew Krepsik, Robert McDonald, and Matthew O’Grady—will be elected for one-year terms. Messrs. O’Grady and McDonald are Class II directors, and Mr. Krepsik is being nominated for election to the Board for the first time at the Annual Meeting. If Proposal 1 is not approved, however, the Company’s same nominees will continue to be elected for three-year terms as Class II directors.

OUR BOARD OF DIRECTORS URGES YOU TO VOTE “FOR ALL” OF THE COMPANY’S NOMINEES BY USING THE ENCLOSED PROXY CARD.

Nominees for Director

Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Matthew Krepsik, Robert McDonald and Matthew O’Grady as nominees for election as Class II directors at the Annual Meeting. If elected, each of Mr. Krepsik, Mr. McDonald, and Mr. O’Grady will serve as Class II directors until the 2023 annual meeting of stockholders, if Proposal No. 1 is approved, or until the 2025 annual meeting of stockholders if Proposal No. 1 is not approved, and until their respective successors are duly elected and qualified.

Matthew Krepsik was designated by the Board in March 2022 to succeed Steven Boal as CEO when Mr. Boal retires from the Company on or before December 31, 2022. Mr. Krepsik has served as our Chief Technology Officer since June 2021, leading the Company’s strategy and insights team as well as its engineering, product management, business development and media strategy functions. Mr. Krepsik has also recently taken over the information technology (IT) function for the Company. Prior to his promotion to Chief Technology Officer, Mr. Krepsik served as our Chief Analytics Officer from April 2021 through June 2021, having joined the Company in April 2021. Prior to joining Quotient, Mr. Krepsik served for 15 years in various managerial roles at Nielsen, most recently as Senior Vice President and General Manager of Outcomes Products (2019-2021), in which he led Nielsen’s development and deployment of attribution, media planning and activation products. Mr. Krepsik’s other positions at Nielsen included Global Head of Analytics Products (2016-2019), Executive Director of Analytics Asia-Pacific, Middle East and Africa (2012-2016), and Vice President, Analytics North America

(2006-2012). He also had an integral role in Nielsen’s strategic review process, which culminated in the sale of its NielsenIQ business to Advent International for $2.7 billion. Mr. Krepsik’s academic career includes coursework at the London School of Economics as well as Bachelors and Master’s degrees in Economics from Marshall University and Miami University, respectively. We have determined that Mr. Krepsik is qualified to serve as a member of our Board due not only to his CEO-designee status but also his deep digital industry experience as well as his institutional knowledge and operational experience acquired from leading the Company’s strategy and insights team as well as its engineering, product management, business development and media strategy functions.

Robert McDonald has served on our Board since November 2018 and as Chairman of our Board since March 2022. Mr. McDonald currently serves on boards of various companies and organizations, private and public, non-profit and for-profit. Mr. McDonald served as the U.S. Secretary of Veterans Affairs from July 2014 until January 2017. Mr. McDonald was Chairman and Chief Executive Officer of Procter & Gamble Company from January 2010 until June 2013. Mr. McDonald joined Procter & Gamble in 1980 and served in various positions for that company. He was named Procter & Gamble’s Vice Chairman, Global Operations in 2004; Chief Operating Officer in 2007; President and Chief Executive Officer in 2009; and Chairman of the Board in 2010. Mr. McDonald has served on the board of directors of Audia Group since 2017, a private international plastics producer company, has served as chairman of the West Point Association of Graduates, a private non-profit organization, since January 2022. From 2005 to July 2014, Mr. McDonald served on the board of directors of Xerox Corporation, a provider of document management solutions, and from January 2014 to July 2014 Mr. McDonald served on the board of directors of United States Steel Corporation, an integrated steel producer, both of which are public companies. Mr. McDonald served on the board of directors of Partnership for Public Service from 2017 to 2021, served on the board of directors of Institute for Veterans and Military Families from 2018 to 2021, and served on the board of directors as Chairman of RallyPoint Networks from 2017 to 2022. Mr. McDonald graduated from the United States Military Academy at West Point in 1975. He earned his M.B.A. from the University of Utah in 1978. We have determined that Mr. McDonald is qualified to serve as a member of our Board because of his deep industry experience and knowledge of operational matters. Additionally, his extensive experience as a public company executive and director allows him to provide valuable knowledge and guidance to the Board and to enable him to lead effectively in his capacity as Chairman of the Board.

Matthew O’Grady has served on our Board since May 2022. Mr. O’Grady currently serves as an Executive Media Consultant at 12th Street Measurement, a media and data consulting firm he founded in January 2021. Prior to that, Mr. O’Grady served as Global Commercial President of International Media at Nielsen Holdings plc, an information, data and market measurement firm, from February 2019 to December 2020. Previously, Mr. O’Grady served as Chief Executive Officer of Nielsen Catalina Solutions, a purchase-based ad targeting and Return On Advertising Spend (ROAS) measurement firm, from January 2016 to January 2019. Mr. O’Grady served as Executive Vice President & Managing Director of Local Media for Nielsen from 2012 to 2015, where he also served as Executive Vice President, Audience Measurement from 2009 to 2012. Prior to that, Mr. O’Grady served as President of Claritas, LLC, a data-driven marketing company, from 2007 to 2009, where he also served as Executive Vice President, Sales & Client Service from 2000 to 2007. Mr. O’Grady’s prior professional experience also includes, among other positions, serving as Group Vice President, Product Management & Client Service at National Decision Systems Inc., an analytics provider, and Regional Sales Vice President of Equifax Inc., a multinational consumer credit reporting agency. Mr. O’Grady has served as a Strategic Advisor to each of Beatgrid Media B.V., an AdTech measurement company, since May 2021, and NEXT Boatworks, LLC, a coastal rowing craft company, since

August 2021. Mr. O’Grady previously served on the boards of directors of Nielsen Admosphere, a.s., a research agency part of the Nielsen network (from January 2019 to December 2020), Nielsen IBOPE México S.A. de C.V., a business to business service subsidiary of Nielsen (from January 2019 to November 2020), Media Behavior Institute LLC, a company engaged in developing tools, services and projects to understand and measure multimedia (from 2011 to 2014), Scarborough Research, a market research subsidiary of Nielsen (from 2011 to 2013), and The Direct Marketing Association (n/k/a Data & Marketing Association), a trade association for marketers (from 2008 to 2012). Mr. O’Grady earned his B.S. in Environmental Science from the University of California at Santa Barbara. We have determined that Mr. O’Grady is qualified to serve as a member of our Board because of his deep industry experience and knowledge of operational matters.

Our Board of Directors. The nominees and the directors who are serving for terms that end following the Annual Meeting, and their ages, occupations and length of board service as of [●], [●], are provided in the table below. Additional biographical descriptions of each of our directors are set forth in the text below the table (apart from the biographies of Mr. Krepsik, Mr. McDonald and Mr. O’Grady, whose biographies are provided above). These descriptions include the primary individual experience, qualifications, qualities and skills of our nominees and directors that led to the conclusion that each person should serve as a member of our Board.


	Independent?		Class	Age		Position	Director Since		Current Term Expires		Expiration of Term For Which Nominated
*Board-Nominated* *Director Nominees*
Matthew Krepsik			II		40	Chief Technology Officer and CEO-Designee		—		—	2023*
Robert McDonald	✓		II		68	Director - Chair		2018		2022	2023*
Matthew O’Grady		✓	II		61	Director		2022		—	2023*
*Continuing Directors*
Andrew Gessow	✓		III		64	Director		2013		2023	—
Lorraine Hariton	✓		III		67	Director		2021		2023	—
Alison Hawkins	✓		I		56	Director		2021		2024	—
Eric D. Higgs	✓		I		51	Director		2022		2024	—
Steve Horowitz		✓	I		54	Director		2015		2024	—
David Oppenheimer	✓		III		65	Director		2017		2023	—
Joseph Reece	✓		III		60	Director		2022		2023	—
*Director Who Is Not* *Standing For Re-election*
Steven Boal			II		57	CEO		1998		2022	—

*	If Proposal No. 1 is not approved, such term will expire in 2025.

Andrew “Jody” Gessow has served on our Board since May 2013. Mr. Gessow currently serves as a managing partner at DivCore Equity Partners, a real estate investment firm and as senior advisor at Divco West Real Estate Services (“Divco”). From May 2007 through December 2011, Mr. Gessow was the West Coast Partner and Managing Director of One Equity Partners LLC, the private equity platform of J.P. Morgan Chase & Co. Since January 2020, Mr. Gessow has served on the board of directors of Waterfall Security Solutions, an Israeli private industrial

cybersecurity company. Previously, Mr. Gessow served as a member of the board of directors of Mandiant Corporation and the TV Guide Network. Mr. Gessow holds a B.B.A. in Business Administration from Emory University and an M.B.A. from Harvard University. We have determined that Mr. Gessow is qualified to serve as a member of our Board because of his experience in both managing and evaluating companies as an executive officer, board member and investor.

Lorraine Hariton has served on our Board since January 2021. Ms. Hariton currently serves as the President and Chief Executive Officer of Catalyst, a global nonprofit supported by many of the world’s most powerful CEOs and leading companies to help build workplaces that work for women. Prior to joining Catalyst, Ms. Hariton worked independently as a consultant from 2014 until August 2018. Previously, Ms. Hariton spent 25 years in various senior-level positions in Silicon Valley, including CEO of two venture-backed start-ups, before being appointed by President Obama in 2009 as Special Representative for Commercial and Business Affairs at the U.S. Department of State. More recently, she served as SVP for Global Partnerships for the New York Academy of Sciences where she was instrumental in establishing the Global STEM Alliance. From March 2014 to February 2016, Ms. Hariton served on the board of directors of Wave Systems Corporation, a publicly traded data security company, where she was chair of the nominating and governance committee. She also served on the California Board of Accountancy; the Entrepreneurs Foundation, and the Stanford Clayman Institute for Gender Research, amongst others. Ms. Hariton earned a M.B.A. from Harvard University, and a B.S. degree from Stanford University. We have determined that Ms. Hariton is qualified to serve as a member of our Board because of her experience in the technology industry, her executive management experience, her public company experience, and her diversity, equity and inclusion (“DEI”) expertise.

Alison Hawkins has served on our Board since July 2021. Ms. Hawkins currently serves as a Senior Advisor at Artemis Real Estate Partners (“Artemis”), a women-owned real estate private equity firm where she served as Managing Principal from 2015 to 2021. Ms. Hawkins was initially hired to lead the firm’s capital raise strategy shortly after Artemis’ founding in 2009 and remained in that role until 2013. From 2013 to 2015, Ms. Hawkins was employed by CBRE Global Investors, where as a managing director she held a senior capital-raising and strategic product development role for one of the largest global real estate firms. From 2004 to 2010, Ms. Hawkins served initially as an associate and later as director at Eastdil Secured, a national real estate investment bank, where she advised clients on investment sales and capital markets strategies. From 1999-2000, Ms. Hawkins was general counsel of Kibu, Inc., a venture-backed internet marketing company, and from 1990-1999 Ms. Hawkins served initially as an associate attorney and later as a partner with Milberg Weiss Bershad Hynes & Lerach LLP, a class action litigation firm. A graduate of Occidental College (A.B.), American University (J.D.), and the Wharton School (M.B.A.). Ms. Hawkins holds the Chartered Alternative Investments Analyst designation and is a member of the State Bar of California. She is a member of the Occidental College Board of Trustees, where she serves on the board’s audit and investment committees. We have determined that Ms. Hawkins is qualified to serve on the Board because of her executive experience, her financial skills relating to company operations, investment evaluation and capital raising, her legal practice and risk management experience, and her DEI oversight experience.

Eric D. Higgs has served on our Board since March 2022. Mr. Higgs has more than two decades of leadership experience overseeing marketing strategy development and product execution in the consumer goods and retail industry. Since June 2020, Mr. Higgs has served as the Chief Executive Officer of the Boys & Girls Clubs of Middle Tennessee, where he leads the organization’s strategic direction, oversight of organizational operations, financials,

programming, brand reputation and talent recruitment. Prior to his role at the Boys & Girls Clubs of Middle Tennessee, Mr. Higgs served in a number of roles with increasing responsibility at Bridgestone Americas from May 2016 to March 2020. He served as Senior Vice President, Marketing Operations (April 2020 to May 2020), where he was responsible for helping shape the future of Bridgestone Americas’ tire and solutions business and creating synergies between the marketing and sales organizations. Prior to this, he served as President of Bridgestone Americas’ Commercial Truck and Retread business (September 2018 to March 2020). Prior to joining Bridgestone, he spent approximately four years at Kimberly Clark from 2012 to 2016, during which he drove sales growth in two of its key businesses. Mr. Higgs also spent over 18 years at Procter & Gamble from 1994 to 2012 leading marketing efforts and product launches for a number of business lines. Mr. Higgs holds a B.S. in Chemical Engineering from the University of Illinois and an M.B.A. from the Fuqua School of Business at Duke University. We have determined that Mr. Higgs is qualified to serve as a member of our Board because he brings decades of leadership experience in the consumer goods and retail industry, his successful track record of building and growing brands through traditional and digital outlets and in driving improved sales and profitability, and his extensive sales and marketing knowledge as bringing value to the Company’s efforts to enhance its product portfolio and business operation.

Steve Horowitz has served on our Board since June 2015. Mr. Horowitz is currently a partner at Alpha Edison, a venture capital firm. Mr. Horowitz served as Vice President of Technology at Snap Inc. (“Snap”), a public camera company, from September 2017 until March 2019, and previously served as Vice President of Hardware with Snap from January 2015 until September 2017. Before joining Snap, Mr. Horowitz served as Senior Vice President of Software Engineering at Motorola Mobility, LLC, a public mobile communications company, formerly a Google company, from December 2012 through January 2015. From January 2009 through November 2012, Mr. Horowitz served as our Chief Technology Officer. Prior to that he worked at Google, Microsoft and Apple. Mr. Horowitz holds a B.A. degree from the University of Michigan, Ann Arbor. We have determined that Mr. Horowitz is qualified to serve as a member of our Board because of his significant industry, technology and company experience.

David Oppenheimer has served on our Board since July 2017. Mr. Oppenheimer is currently a President of Oppenheimer Advisors and General Partner of Verissimo Ventures. Mr. Oppenheimer served as the Chief Financial Officer at Udemy, Inc., a global marketplace for learning and teaching online, from July 2018 through February 2019. Previously Mr. Oppenheimer was Chief Financial Officer at Planet Labs Inc., a space and analytics company, having served in that role from October 2015 through August 2018. From April 2013 through February 2015, Mr. Oppenheimer served as Chief Financial Officer at Ebates Inc. (acquired by Rakuten, Inc.), an e-commerce company. Since April 2020, Mr. Oppenheimer has served on the board of directors of Lumus Ltd, an Israeli private augmented reality technology company. Additionally, Mr. Oppenheimer served on the board of directors and audit committee of HotChalk, Inc., a Delaware private education software company, from May 2015 until December 2020, and The Olympic Club, a private company, from January 2018 until December 2020. Mr. Oppenheimer holds a B.S. in Mechanical Engineering from the State University of New York at Buffalo and a M.B.A. from the University of California, Berkeley. We have determined that Mr. Oppenheimer is qualified to serve as a member of our Board because of his experience serving on audit committees and expertise in financial accounting at technology companies.

Joseph Reece has served on our Board since May 2022. Mr. Reece is a Co-Founder and Managing Member of SilverBox Capital LLC. He founded Helena Capital, a merchant bank, in

April 2015, served as its Chief Executive Officer until January 2017, and in October 2018 re-assumed the Chief Executive Officer role. Mr. Reece also served as Consultant to BDT & Company from October 2019 to November 2021. He previously served as Executive Vice Chairman and Head of UBS Securities, LLC’s Investment Bank for the Americas from February 2017 to September 2018. Prior to that, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including eventually serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. His prior experience includes practicing as an attorney for ten years, including at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and at the Securities and Exchange Commission. Mr. Reece has been a member of the board of directors of Compass Minerals International, Inc. since 2019 and has been Chairman since May 2021. He also previously served as a member of the board of directors of SilverBox Engaged Merger Corp I; of UBS Securities, LLC; of Atlas Technical Consultants, Inc. and its predecessor company, Boxwood Merger Corp.; of Del Frisco’s Restaurant Group, Inc.; of RumbleOn, Inc.; of CST Brands, Inc.; and of LSB Industries, Inc. Mr. Reece earned his B.S., M.B.A. and J.D. from the University of Akron and his LL.M from the Georgetown University Law Center. We have determined that Mr. Reece is qualified to serve as a member of our Board because of his expertise in finance and investment and his extensive experience as a public company director.

Director Who Is Not Standing For Re-Election

Steven Boal, the founder of the Company, announced in March 2022 that he will retire as Chief Executive Officer on or before December 31, 2022 and will not stand for re-election as a director of the Company when his term ends at the Annual Meeting. For information on the business background of Mr. Boal, see “Executive Officers”.

Board Snapshot

Note: Data in charts above represents the Board of Directors immediately after the 2022 Annual Meeting, assuming all of the Company’s nominees are elected by stockholders.

Director Skills and Experience

Each of our directors brings to our Board a wealth of experience derived from serving as executives, investors, board members and other leaders in their respective fields. Our Board has worked to ensure that there are diverse perspectives, backgrounds and skill sets in the boardroom, which we believe enhances our oversight of the Company’s strategy.

The Board has determined the following attributes to be among the most relevant when considering the suitability of director candidates:


Other Public Board Experience		• Experience with leadership and management on a public company board • Ability to provide corporate governance expertise or experience from other corporate boards to enhance the Board’s oversight and ensure that the Board is fulfilling its fiduciary obligations to stockholders
Executive Management Experience		• Ability to lead, manage and motivate large teams • Established track record of accomplishment in the candidate’s chosen field • Experience dealing with a range of stakeholders and managing the challenges associated with operating a large organization
Internet / Technology / Software Industry Experience		• Ability to oversee the Company’s product development strategy and provide insights to the management team as it seeks to enhance the user experience and expand the Company’s platform capabilities
Digital Marketing / Media / Brand Advertising Experience		• Understanding of marketing channels and the ability to expand our network and platform capabilities to benefit our customers and partners


Finance / Accounting Experience		• Ability to apply financial literacy and an understanding of finance and accounting to identify the best and most efficient options for raising and allocating capital, and for maintaining the appropriate capital structure • Ability to apply knowledge of financial and accounting principles to oversee the Company’s financial reporting and internal controls
Operations / Strategy / Business Transformation		• Ability to anticipate, identify and assess key strategic risks and opportunities for the Company • Ability to provide guidance to the management team with respect to long-term strategic planning • Experience developing, implementing, directing and overseeing corporate strategy, with a focus on transforming organizations and improving culture, processes, services and products
Retail / Consumer Packaged Goods		• Knowledge and understanding of the Company’s core customer and partner base and their specific needs with respect to driving sales and increasing brand engagement with shoppers
Human Capital Management / Compensation		• Understanding of executive compensation issues, succession planning, talent management and development
Environmental / Social Responsibility		• Understanding of environmental, social and governance issues and experience with the development and implementation of policies relating to such issues
Technology / Systems / Cybersecurity		• Experience developing technology and software solutions with a focus on data security

The Nominating and Corporate Governance Committee has determined that each of the individuals the Company has nominated for election are qualified to serve as directors of the Company. In making this determination, the Committee noted that the nominees bring relevant skills, backgrounds and experiences that enable the Board to effectively oversee the Company’s business. The primary skills and experiences of the directors, including those not up for election this year, are set forth below:

Board of Directors

Class II Nominees

Matthew
Krepsik

Robert
McDonald

Matthew
O’Grady

Andrew
Gessow

Alison
Hawkins

Lorraine
Hariton

Eric
Higgs

Steve

Horowi

David
Oppenheimer

Joseph
Reece

Knowledge, Skills & Experience

Other Public Board Experience

✓

Executive Management Experience

✓

Internet / Technology / Software Industry Experience

✓

Digital Marketing / Media / Brand Advertising Experience

✓

Finance / Accounting Experience

✓

Operations / Strategy / Business Transformation

✓

Retail / Consumer Packaged Goods

✓

Human Capital Management / Compensation

✓

Environmental / Social Responsibility

✓

Technology / Systems / Cybersecurity

✓

Board Tenure

Years

Age

Years

Vote Required

The election of directors will be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Only votes “FOR” will affect the outcome. Withhold votes and any broker non-votes will not affect the outcome of the vote on the election of a director.

THE BOARD RECOMMENDS A VOTE “FOR ALL” THE COMPANY’S NOMINEES—MATTHEW KREPSIK, ROBERT MCDONALD AND MATTHEW O’GRADY.

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

At the 2019 annual meeting, our stockholders indicated their preference that we solicit a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote,” every year. The Board has adopted a policy that is consistent with that preference. In accordance with that policy and as required by Section 14A of the Exchange Act, this year we are again asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, we believe that our compensation policies and decisions are focused on pay-for-performance principles and are strongly aligned with our stockholders’ interests so that we can attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.

The overall objective of our executive compensation programs is to pay our executive officers competitively and equitably in a way that aligns our business and financial goals, and ties back to overall Company and individual performance. The primary objectives of our executive compensation programs are:


Pay-for-Performance		A significant portion of pay for executive officers is at-risk and performance-based with metrics that align total compensation with the Company’s sustainable growth strategy and values, annual financial objectives, and performance of our stock price. At-risk compensation includes short-term cash and performance-based equity awards as long-term incentives.
Alignment with Stockholders		Our compensation programs align executive officers’ interests with those of our stockholders, by providing equity-based forms of compensation and tying pay to Company and stock performance. We maintain stock ownership guidelines for all executive officers, and we remain committed to a culture of shared success through long-term equity awards. In response to stockholder feedback, we awarded a portion of the 2021 equity grant to performance-based RSUs, and we are continuing to utilize performance-based RSUs in equity grants to executive officers in 2022.
Competitive Appeal		Our compensation programs are designed to attract, reward, and retain talented and highly qualified executive officers whose abilities and alignment to our values are critical to our success. We use market-based pay information to align each executive officer’s compensation to their position, responsibilities, and impact.
Drive Future Growth		We use our compensation programs to invest in and reward talent with the greatest potential to drive the long-term growth of our Company, while holding employees accountable to the Company’s strategy and values.

We set the compensation of our executive officers, including the named executive officers, by considering factors such as their ability to create sustainable long-term stockholder value in a cost-effective manner, prevailing market conditions, and compensation levels and practices of our peers. Our executive compensation philosophy is to align executive compensation decisions with our desired business direction, strategy, and performance.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because the vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting.

Vote Required

Approval of this proposal requires the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions are considered votes present and entitled to vote on this proposal, and thus have the same effect as a vote “AGAINST” the proposal. Any broker non-votes will have no effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 4

RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board (the “Audit Committee”) has appointed the firm of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2022. During our previous fiscal year ended December 31, 2021 (“Fiscal 2021”), Ernst & Young served as our independent registered public accounting firm.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2022. Our Audit Committee is submitting the selection of Ernst & Young to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young will be present at the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the Audit Committee would reconsider the appointment.

Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees billed or to be billed by Ernst & Young for professional services rendered with respect to the years ended December 31, 2021 and 2020. All of these services rendered were preapproved by the Audit Committee.


	2021 ($)		2020 ($)
Audit Fees⁽¹⁾		2,973,590		2,204,830
Audit-Related Fees				—
Tax Fees⁽²⁾		7,336		—
All Other Fees⁽³⁾		2,000		—
TOTAL		2,982,926		2,204,830

⁽¹⁾

“Audit fees” consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, the review of our quarterly consolidated financial statements, and audit services that are normally provided by our independent registered public accounting firm in connection with regulatory filings. The audit fees also include fees for professional services incurred with rendering an opinion under Section 404 of the Sarbanes-Oxley Act of 2002.

⁽²⁾	“Tax fees” include fees for professional services related to tax advice. Tax advice fees encompass permissible services mainly related to international tax planning.

⁽³⁾	“All Other Fees” include subscription fee to Ernst & Young’s accounting research tool.

Auditor Independence

Under its charter, the Audit Committee pre-approves all services rendered by our independent registered public accounting firm, Ernst & Young. The Audit Committee has determined that the rendering of non-audit services by Ernst & Young was compatible with maintaining their independence.

Pre-Approval Policies and Procedures.

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) regarding auditor independence, our Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee (or a member of the Audit Committee delegated by the Audit Committee) pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

Vote Required

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION

OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL NO. 5

RATIFICATION OF THE TAX BENEFITS PRESERVATION PLAN

The Board is asking stockholders to ratify the Company’s Tax Benefits Preservation Plan, as described below. If stockholders approve this Proposal No. 5, the Tax Benefits Preservation Plan will continue in force until, and will expire on, January 2, 2023, unless it is terminated earlier in accordance with its terms. If stockholders do not approve this Proposal No. 5, the Tax Benefits Preservation Plan and the Rights will expire by the close of business on the first business day following the certification of the voting results of the Annual Meeting.

Background

On November 11, 2021, the Company entered into a Tax Benefits Preservation Plan with American Stock Transfer & Trust Company, LLC (the “Rights Agent”) and declared a dividend of one right (a “Right”) for each outstanding share of Company common stock, par value $0.00001 per share, to stockholders of record at the close of business on November 24, 2021. The Rights also attach to any shares of common stock that become outstanding on or after the rights dividend but prior to the earlier of when the Rights separate from the common stock and the Tax Benefits Preservation Plan expires. Each Right entitles its holder, under the circumstances described below, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Series A Preferred Stock, par value $0.00001 per share (“Series A Preferred Stock”), of the Company at an exercise price of $28.00 per Right, subject to adjustment.

The Company adopted the Tax Benefits Preservation Plan in order to protect against a possible limitation on the Company’s ability to use its net operating losses (“NOLs”) and certain other tax attributes to reduce potential future U.S. federal income tax obligations. The NOLs and certain other tax attributes are valuable assets to the Company, which may inure to the benefit of the Company and its stockholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), its ability to fully utilize the NOLs and certain other tax attributes will be substantially limited and the timing of the usage of the NOLs and other tax attributes could be substantially delayed, which could significantly impair the value of those assets. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “5-percent shareholders” (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period. The Tax Benefits Preservation Plan is intended to prevent against such an “ownership change” by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the Company’s securities.

As of December 31, 2021, the Company had federal NOL carryforwards of approximately $287.8 million which begin to expire in the year 2022. Based on information available to the Company and analysis under Section 382 of the Code, the Company estimates that its current ownership shift by 5-percent shareholders (also referred to as our “estimated ownership change percentage”) is approximately 40 percentage points and, holding all other factors constant, such percentage will substantially decrease after December 31, 2022. The Board believes that the Tax Benefits Preservation Plan is in the best interests of the Company and its stockholders.

Recent Amendment to the Tax Benefits Preservation Plan

The Tax Benefits Preservation Plan, as originally adopted on November 11, 2021, was set to expire automatically on, and no later than, November 11, 2024 (the “Final Expiration Date”), provided it was ratified by stockholders prior to November 11, 2022, and not otherwise terminated before the Final Expiration Date in accordance with its terms. On April 29, 2022, the Board amended the Tax Benefits Preservation Plan to change the Final Expiration Date to January 2, 2023, in light of the Company’s current expectation that the estimated ownership change percentage will substantially decrease after December 31, 2022. The Tax Benefits Preservation Plan must, however, be ratified by stockholders before November 11, 2022 to remain in force through that date and until January 2, 2023.

Plan Summary

The following is a summary of the terms of the Tax Benefits Preservation Plan. This summary does not purport to be complete and is qualified in its entirety by reference to the Tax Benefits Preservation Plan, a copy of which is attached, along with the First Amendment thereto, as Appendix C to this proxy statement.

The Rights. The Rights will attach to any shares of common stock that become outstanding after the Plan and prior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described in the Tax Benefits Preservation Plan.

Until the Distribution Time, the Rights are associated with common stock and evidenced by common stock certificates or, in the case of uncertificated shares of common stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the Tax Benefits Preservation Plan by reference, and the Rights are transferable with and only with the underlying shares of common stock.

Until the Distribution Time, the surrender for transfer of any shares of common stock will also constitute the transfer of the Rights associated with those shares. As soon as practicable after the Distribution Time, separate rights certificates will be mailed to holders of record of common stock as of the Distribution Time. From and after the Distribution Time, the separate rights certificates alone will represent the Rights. The Rights are not exercisable until the Distribution Time. Until a Right is exercised, its holder will have no rights as a stockholder of the Company, including the right to vote or to receive dividends.

Separation and Distribution of Rights; Exercisability. Subject to certain exceptions, the Rights become exercisable and trade separately from common stock only upon the “Distribution Time,” which occurs upon the earlier of:

•

the close of business on the tenth (10th) day after the “Stock Acquisition Date” (which is (a) the first date of public announcement that any person or group has become an “Acquiring Person,” which is defined as a person or group that, together with its affiliates and associates, beneficially owns 4.9% or more of the outstanding shares of common stock (with certain exceptions, including those described below) or (b) such other date, as determined by the Board, on which a person or group has become an Acquiring Person), or

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the close of business on the tenth (10th) business day (or such later date as may be determined by the Board prior to such time as any person or group becomes an Acquiring Person) after the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person.

The Board may determine that any person is an Acquiring Person if such person becomes the beneficial owner of 4.9% or more of the then-outstanding shares of common stock under the regulations promulgated under the Code. An Acquiring Person does not include:

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the Company or any subsidiary of the Company;

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any officer, director or employee of the Company or any subsidiary of the Company in his or her capacity as such;

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any employee benefit plan of the Company or of any subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan or for the purpose of funding other employee benefits for employees of the Company or any subsidiary of the Company;

•

any person or group, together with its affiliates and associates, whose beneficial ownership of 4.9% or more of the then-outstanding shares of common stock will not jeopardize or endanger the availability to the Company of any NOL or other tax attribute, as determined by the Board in its sole discretion prior to the time any person becomes an Acquiring Person (provided that such person will be an Acquiring Person if the Board subsequently makes a contrary determination in its sole discretion, regardless of the reason for such contrary determination); or any person or group that, together with its affiliates and associates, as of immediately prior to the first public announcement of the adoption of the Tax Benefits Preservation Plan, beneficially owns 4.9% or more of the outstanding shares of common stock so long as such person or group continues to beneficially own at least 4.9% of the outstanding shares of common stock and does not acquire shares of common stock to beneficially own an amount equal to or greater than the greater of 4.9% of the shares of common stock then outstanding and the sum of the lowest beneficial ownership of such person or group since the public announcement of the adoption of the Tax Benefits Preservation Plan plus one share of common stock.

In addition, the Tax Benefits Preservation Plan provides that no person or group will become an Acquiring Person as a result of share purchases or issuances directly from the Company or through an underwritten offering approved by the Board. Also, a person or group will not be an Acquiring Person if the Board determines that such person or group has become an Acquiring Person inadvertently and such person or group as promptly as practicable divests a sufficient number of shares so that such person or group would no longer be an Acquiring Person. There are also certain exceptions for an “investment advisor” to mutual funds or a trustee of trusts qualified under Section 401(a) of the Code sponsored by unrelated corporations, unless the Board determines, in its reasonable discretion, that such investment advisor or trustee is deemed to beneficially own 4.9% or more of the shares of common stock then outstanding under specified regulations promulgated under the Code.

Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of the underlying common stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended, are treated as beneficial ownership of the number of shares of common stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of common stock are directly or indirectly held by counterparties to the derivatives contracts. In addition, for purposes of the Tax Benefits Preservation Plan, a person or group is deemed to beneficially own shares that such person is deemed to directly, indirectly or constructively own (as determined for purposes of Section 382 of the Code or the regulations promulgated under the Code).

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person, each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, common stock having a value equal to two times the exercise price of the Right.

Flip-over Event. In the event that, at any time following the Stock Acquisition Date, any of the following occurs (each, a “Flip-over Event”):

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the Company consolidates with, or merges with and into, any other entity, and the Company is not the continuing or surviving entity;

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any entity engages in a share exchange with or consolidates with, or merges with or into, the Company, and the Company is the continuing or surviving entity and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of common stock are changed into or exchanged for stock or other securities of any other entity or cash or any other property; or

•

the Company sells or otherwise transfers, in one transaction or a series of related transactions, 50% or more of the Company’s assets, cash flow or earning power,

each holder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right.

Series A Preferred Stock Provisions. Each share of Series A Preferred Stock, if issued: will not be redeemable, will entitle the holder thereof, when, as and if declared, to quarterly dividend payments equal to the greater of $1,000 per share and 1,000 times the amount of all cash dividends plus 1,000 times the amount of non-cash dividends or other distributions paid on one share of common stock, will entitle the holder thereof to receive $1,000 plus accrued and unpaid dividends per share upon liquidation and, if shares of common stock are exchanged via merger, consolidation or a similar transaction, will entitle the holder thereof to a per share payment equal to the payment made on 1,000 shares of common stock.

Anti-dilution Adjustments. The exercise price payable, and the number of shares of Series A Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent against dilution:

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in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred Stock,

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if holders of the Series A Preferred Stock are granted certain rights, options or warrants to subscribe for Series A Preferred Stock or convertible securities at less than the current market price of the Series A Preferred Stock or

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upon the distribution to holders of the Series A Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Series A Preferred Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series A Preferred Stock on the last trading day prior to the date of exercise.

Redemption; Exchange. At any time prior to the earlier of (i) the close of business on the tenth (10th) day following the Stock Acquisition Date or (ii) the Final Expiration Time, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to adjustment and payable in cash, common stock or other consideration deemed appropriate by the Board). Immediately upon the action of the Board authorizing any redemption or at such later time as the Board may establish for the effectiveness of the redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.

At any time after any Acquiring Person, together with all of its affiliates and associates, becomes the beneficial owner of 50% or more of the outstanding shares of common stock, the Company may exchange the Rights (other than Rights owned by the Acquiring Person or any of its affiliates or associates, whose Rights will have become null and void), in whole or in part, at an exchange ratio of one share of common stock, or one one-thousandth of a share of Series A Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

Exemption Requests. A person desiring to either (i) effect a transaction that might result in such person becoming a beneficial owner of 4.9% or more of the then-outstanding shares of common stock or (ii) effect a transaction that might result in such person owning additional shares of common stock when such person already owns 4.9% or more of the then-outstanding shares of common stock may, by following the procedures outlined in the Tax Benefits Preservation Plan, request that the Board determine that such person would not be an Acquiring Person. In such case, the Board may grant the exemption notwithstanding the effect on the Company’s NOLs and other tax attributes, if the Board determines that such approval is in the best interests of the Company. The Board may impose any conditions that it deems reasonable and appropriate in connection with any such determination, including restrictions on the ability of the requesting person to transfer shares acquired by it in the transaction requiring approval.

Amendment of the Tax Benefits Preservation Plan. The Company and the Rights Agent may from time to time amend or supplement the Tax Benefits Preservation Plan without the consent of the holders of the Rights. However, on or after the Stock Acquisition Date, no amendment can materially adversely affect the interests of the holders of the Rights (other than the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate).

Expiration Time. Under the terms of the Tax Benefits Preservation Plan, the Rights will expire on the earliest to occur of (a) the close of business on January 2, 2023 (as defined above, the Final Expiration Time), (b) the time at which the Rights are redeemed or exchanged by the Company (as described below), (c) (i) the close of business on the first business day following the certification of the voting results of the Company’s 2022 Annual Meeting, if stockholder approval of the Tax Benefits Preservation Plan has been proposed and not obtained at such meeting or (ii) November 11, 2022, if stockholder approval of the Tax Benefits Preservation Plan has not been obtained by such date, (d) upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board before any person or group becomes an Acquiring Person (defined below) and (e) the time at which the Board determines that the NOLs and certain other tax attributes are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the NOLs and other tax attributes or materially impair the amount of NOLs and other tax attributes that could be used by the Company in any particular

time period, for applicable tax purposes (the earliest of (a), (b), (c), (d) and (e) being herein referred to as the “Expiration Time”).

Miscellaneous. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for common stock (or other consideration) or for common stock of the acquiring company or in the event of the redemption of the Rights as described above.

Certain Considerations Relating to the Tax Benefits Preservation Plan

The Company Believes That Its NOLs Are Valuable. As of December 31, 2021, the Company had federal NOLs carryforwards of approximately $287.8 million which begin to expire in the year 2022. The Company adopted the Tax Benefits Preservation Plan in order to protect against a possible limitation on the Company’s ability to use its NOLs and certain other tax attributes to reduce potential future U.S. federal income tax obligations.

The Company Believes that Its NOLs Are at Risk. Based on publicly available information and an analysis of the ownership change rules under Section 382 of the Code, the Company estimates that its ownership change percentage is approximately 40 percentage points. An ownership change under Section 382 generally occurs when the percentage of the Company’s ownership (by value) by one or more 5-percent shareholders has increased by more than 50 percentage points over the lowest percentage of stock owned by such 5-percent shareholders at any time over a three-year period. If the Company were to experience an ownership change, it is possible that a portion of its NOLs and certain other tax attributes would expire before the Company would be able to use them to offset future tax liability.

Calculation of Risks to NOLs Is Based on Estimates and Assumptions. Given the complexity of the determination of a company’s “ownership change” risk under Section 382 of the Code and the limited knowledge any public company has about the ownership of its publicly traded stock, the Company cannot provide any assurance that its current ownership change estimates are accurate and assumptions are accurate.

Future Use and Amount of the NOLs Is Uncertain. The Company’s use of the NOLs depends on its ability to generate taxable income in the future. The Company cannot assure you whether it will have taxable income in any applicable period or, if it does, whether such income or the NOLs at such time will exceed any potential Section 382 limitation.

Potential Effects on Liquidity. The Tax Benefits Preservation Plan is intended to deter persons or groups of persons from acquiring beneficial ownership of the shares of common stock in excess of the specified limitations that may jeopardize the Company’s ability to use the NOLs. A stockholder’s ability to dispose of the shares of common stock may be limited if the Tax Benefits Preservation Plan reduces the number of persons willing to acquire the shares of common stock or the amount they are willing to acquire. A stockholder may become an Acquiring Person upon actions taken by persons related to, or affiliated with, them. Stockholders are advised to carefully monitor their ownership of the Company’s shares and consult their own legal advisors and/or the Company to determine whether their ownership of the shares of common stock approaches the proscribed 4.9% level.

Potential Impact on Value. The Tax Benefits Preservation Plan could negatively impact the value of the shares of common stock by deterring persons or groups of persons from acquiring the shares of common stock, including in acquisitions for which some stockholders might receive a premium above market value.

Anti-Takeover Effect. The Board adopted the Tax Benefits Preservation Plan to diminish the risk that the Company’s ability to use the NOLs to reduce potential federal income tax obligations is impaired. Nonetheless, the Tax Benefits Preservation Plan may have an “anti-takeover effect” because it may deter a person or group of persons from acquiring beneficial ownership of 4.9% or more of the shares of common stock or, in the case of a person or group of persons that already owned 4.9% or more of the shares of common stock at the time of the Tax Benefits Preservation Plan’s adoption, from acquiring any additional common stock. As the Tax Benefits Preservation Plan will cause substantial dilution to any person or group who attempts to acquire such an interest in the Company without advance approval from the Board, one effect of the Tax Benefits Preservation Plan may be to render more difficult or discourage any attempt to acquire the Company or a substantial interest in the Company without Board approval.

Taxes. No taxable income is recognized by either the stockholders or the Company when the Rights are issued. In certain instances, the occurrence of an event that renders the Rights exercisable may be a taxable event to holders of the Rights.

Reasons for the Proposal

The Board believes that protecting the Company’s NOLs is in the Company’s and stockholders’ best interests. As mentioned above, the Board recently determined to bring forward the Final Expiration Date to January 2, 2023 due to its latest evaluation, in consultation with external advisors, of the Company’s risk of a change of control under Section 382 of the Code. The Tax Benefits Preservation Plan must still be ratified by stockholders, however, by November 11, 2022 in order for it to continue in force beyond that date and to thereby provide its intended benefits and protections to stockholders until January 2, 2023. The Board is therefore asking stockholders to ratify the Tax Benefits Preservation Plan so it may continue in force until such time.

Required Vote

If Proposal No. 5 is approved by stockholders, the Tax Benefits Preservation Plan and the Rights will continue in force beyond the conclusion of the Annual Meeting until January 2, 2023, unless it is terminated earlier in accordance with its terms. If this Proposal No. 5 is not approved by stockholders, the Tax Benefits Preservation Plan and the Rights will expire by the close of business on the first business day following the certification of the voting results of the Annual Meeting.

Approval of this proposal to ratify the Tax Benefits Preservation Plan requires the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions are considered votes present and entitled to vote on this proposal, and thus have the same effect as a vote “AGAINST” the proposal. Any broker non-votes will have no effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE TAX BENEFITS PRESERVATION PLAN

CORPORATE GOVERNANCE AND DIRECTORS

Our Corporate Governance Guidelines, together with the Board’s committee charters, provide the framework for the corporate governance of the Company. Following is a summary of our Corporate Governance Guidelines. Our Corporate Governance Guidelines, as well as the charters of each of our Board committees, are available on our website at www.quotient.com on the Governance page under the Investors section.

Board Composition

Our business and affairs are managed under the direction of our Board. Our Board currently consists of ten members, nine of whom qualify as “independent” under the listing standards of the NYSE. The authorized number of directors may be changed only by resolution of our Board. The classification of our Board into three classes with staggered three-year terms may have the effect of delaying or preventing changes in control of our Company or management.

Committees of the Board

Our Board has established an Audit Committee, a Compensation Committee, and Nominating and Corporate Governance Committee as standing committees of the Board. Members serve on these committees until their resignation or until otherwise determined by our Board. The following table provides current membership information for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee:


Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Andrew Gessow

Lorraine Hariton

Alison Hawkins

Eric Higgs

Steve Horowitz

Robert McDonald

David Oppenheimer

[Matthew O’Grady]*

[Joseph Reece]*

*	On May [●], 2022 the director was appointed to the indicated committee.

= Chairperson

= Member

= Financial Expert

Effective upon and subject to the election of our Class II directors at the Annual Meeting, the composition of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is expected to remain the same as it is currently comprised.

Audit Committee

Our Audit Committee currently consists of Messrs. Oppenheimer and Higgs and Ms. Hawkins, with Mr. Oppenheimer serving as our Audit Committee chairperson. Ms. Hawkins joined the Audit Committee on July 30, 2021 and Mr. Higgs joined the Audit Committee on March 23, 2022. Our Board has determined that all of the members of the Audit Committee possess the level of financial literacy and sophistication required under the listing standards of the NYSE, and that Mr. Oppenheimer is an audit committee financial experts as defined by SEC rules. Our Board has also determined that Messrs. Oppenheimer and Higgs and Ms. Hawkins satisfy the independence requirements of Audit Committee members under the applicable rules and regulations of the SEC and the listing standards of the NYSE. Our Audit Committee met twenty-one times and acted by written consent two times during 2021.

Our Audit Committee is responsible for, among other things:

• appointing, compensating, retaining and overseeing our independent registered public accounting firm, and considering, to the extent advisable and appropriate, whether to rotate the independent registered public accounting firm;

• approving the audit and non-audit services to be performed by our independent registered public accounting firm;

• reviewing, with our independent registered public accounting firm, all critical accounting policies and procedures, and any critical audit matters addressed in the audit of the Company’s financial statements;

• overseeing the performance of our internal audit function;

• reviewing with management the adequacy and effectiveness of our internal control structure and procedures for financial reports;

• reviewing, and discussing with management and our independent registered public accounting firm, our annual audited financial statements and any certification, report, opinion or review rendered by our independent registered public accounting firm;

• reviewing and investigating conduct alleged to be in violation of our Code of Business Conduct and Ethics, if requested by the Board;

• reviewing and approving related party transactions;

• reviewing, and discussing with management, procedures and any related policies with respect to risk assessment and risk management;

• reviewing, and discussing with management, cybersecurity and other information technology risks, including steps management have taken to mitigate such risks;

• preparing the Audit Committee report required in our annual proxy statement; and

• reviewing and evaluating, at least annually, its own performance and the adequacy of the Audit Committee charter.

The Audit Committee operates under a written charter that was adopted by our Board. A copy of the Audit Committee charter is posted under the “Governance” portion of the “Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.

Compensation Committee

Our Compensation Committee currently consists of Messrs. Gessow, Higgs, Oppenheimer and [Reece], with Mr. Gessow serving as our Compensation Committee chairperson. Each

member of our Compensation Committee satisfies the independence requirements under the applicable rules and regulations of the SEC and the listing standards of the NYSE. In addition, each member of our Compensation Committee qualifies as a “non-employee director” as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee met four times and acted by written consent one time during 2021.

Our Compensation Committee is responsible for, among other things:

• reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;

• identifying peer group of companies to be used for comparison purposes in connection with any review of executive officer compensation;

• reviewing and approving the following compensation for our Chief Executive Officer and our other executive officers: salaries, bonuses, incentive compensation, equity awards, benefits and perquisites;

• recommending the establishment and terms of our incentive compensation plans and equity compensation plans, and administering such plans;

• recommending compensation program(s) for non-employee directors;

• retaining a compensation consultant to assist it in the performance of its duties, after taking into consideration all factors relevant to the adviser’s independence from management, including those specified by the NYSE;

• reviewing the disclosures regarding executive compensation in the Compensation Discussion & Analysis section, and any related reports required by the rules of the SEC, including a Committee Report for inclusion in our annual proxy statement;

• reviewing the results of any advisory vote on executive compensation and considering whether to recommend adjustments to the Company’s executive compensation policies and practices in light of such vote;

• approving grants of options and other equity awards to all executive officers, non-employee directors and all other eligible individuals; and

• reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter.

In carrying out these responsibilities, the Compensation Committee reviews all components of executive compensation for consistency with our compensation philosophy and with the interests of our stockholders.

In 2021, our Compensation Committee retained an independent compensation consultant, Aon’s Human Capital practice, a unit of Aon plc (“Compensation Consultant” or “Aon”), to assist our Compensation Committee. The Compensation Committee assessed the independence of Aon pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Aon from independently advising the Compensation Committee.

The Compensation Committee has delegated in accordance with applicable law, rules and regulations, and our Charter and Bylaws, authority to an equity awards committee comprised of certain executive officers of our Company to make certain types of equity awards to any employee who is not an executive on our senior leadership team or non-employee director under our Company’s 2013 Equity Incentive Plan (the “2013 Plan”) pursuant to the terms of such plan and the equity award guidelines approved by our Compensation Committee.

The Compensation Committee operates under a written charter that was adopted by our Board. A copy of the Compensation Committee charter is posted under the “Governance” portion of the “Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Messrs. Horowitz, McDonald and [O’Grady] and Ms. Hariton, with Mr. McDonald serving as our Nominating and Corporate Governance Committee chairperson. Ms. Hariton joined the Nominating and Corporate Governance Committee on January 25, 2021. Mr. O’Grady joined the committee on May [ ], 2022. Each member of our Nominating and Corporate Governance Committee satisfies the independence requirements under applicable rules and regulations of the SEC and the listing standards of the NYSE. Our Nominating and Corporate Governance Committee met four times and acted by written consent two times during 2021.

Our Nominating and Corporate Governance Committee is responsible for, among other things:

• assisting our Board in identifying qualified director nominees and recommending nominees for each annual meeting of stockholders;

• overseeing the Board’s committee structure and operations;

• reviewing and recommending plans of succession for the offices of chief executive officer and other executive officers;

• developing, recommending and reviewing corporate governance principles and a code of conduct applicable to us;

• reviewing, and discussing with management, disclosure of Company’s corporate governance practices for inclusion in the Company’s proxy statement or annual report on Form 10-K, as applicable;

• assisting our Board in its evaluation of the performance of our Board, including Board committees and the leadership structure of the Board;

• overseeing corporate governance risks, including risks associated with director independence;

• overseeing environmental, social and governance (“ESG”) risks; and the development of policies relating to, and the execution of initiatives and disclosures relating to, ESG risks;

• monitoring any changes in the personal circumstances or outside commitments of directors, and considering whether such changes may impact a director’s ability to serve on the Board effectively; and

• reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter.

The Nominating and Corporate Governance Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and the NYSE. A copy of the Nominating and Corporate Governance Committee charter is posted under the “Governance” portion of the “Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.

Board Leadership Structure

During 2021, the Board had a Lead Independent Director and believed this role addressed the need for independent leadership and an organizational structure for the independent directors. The Lead Independent Director coordinated the activities of the other independent directors, presided over meetings of the Board at which the Chairman of the Board was not present and at each executive session, served as liaison between the Chairman of the Board and the independent directors, and was available for consultation and direct communication if requested by major stockholders. Andrew Gessow was appointed as our Lead Independent Director effective August 5, 2019, and served in that role until March 23, 2022. On May 16, 2022, Matthew O’Grady was appointed as our Lead Independent Director.

On March 23, 2022, the Board separated the role of Chairman of the Board and Chief Executive Officer. Robert McDonald, an independent director, was appointed Chairman of the Board. The Company’s independent directors bring experience, oversight and expertise from outside the Company and from industry, while the Chief Executive Officer brings industry and company-specific experience and expertise.

Director Independence

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of Messrs. Gessow, Higgs, Horowitz, McDonald, O’Grady, Oppenheimer and Reece, along with each of Mses. Hariton and Hawkins, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the NYSE. Our Board also determined that former directors Christy Wyatt and Michelle McKenna were independent during the respective time each served on our Board.

In considering the independence of the directors, the Board considered the Company’s 10-year lease agreement with DW Cal 301 Howard, LLC, a joint venture in which DivcoWest Real Estate Services, LLC is a minority member; and Mr. Gessow’s role as Senior Advisor at Divco and as a managing partner at DivCore Equity Partners which is affiliated with Divco. The terms of the lease were negotiated at arms-length and were consistent with market comparisons. Mr. Gessow was not involved in negotiating the lease, making any decisions regarding the lease, or approving the lease. In addition, Divco’s share of the total lease payment of $16.3 million was less than 1% of the consolidated gross revenues of each of the Company and Divco in 2020, when we entered into the lease. This level is significantly below the maximum amount permitted under the NYSE listing standards for director independence (i.e., 2% of consolidated gross revenues). Accordingly, the Board determined that Mr. Gessow is independent.

Corporate Governance Practices

Our Board is committed to maintaining a corporate governance structure and practices that enhance oversight and serve the interests of all stockholders. Key corporate governance highlights include:


Separation of Board Chair and CEO roles		✓
All directors, other than the CEO, are independent		✓
Four new directors appointed during the last two years		✓
Standing Board committees are comprised solely of independent directors		✓
Annual self-evaluation of the Board and its committees		✓
Regular executive sessions of independent directors		✓
Annual benchmarking of director compensation against peers		✓
Ongoing succession planning for CEO and other key executive officers		✓
Limitation on director service on other public company boards		✓
Policy prohibiting hedging and pledging of Company stock by directors and officers		✓
Meaningful director and executive stock ownership guidelines		✓
Proposal to declassify the Board at the 2022 Annual Meeting		✓

Director Onboarding and Education

Our Board believes that it is important for directors to be engaged and active during the entirety of their tenures. Accordingly, the Company has developed and maintains a robust orientation program for new directors intended to familiarize them with the Company’s management, operations, strategic priorities, corporate and business plans, risks and opportunities and other issues. Upon their appointment, new directors are invited to visit the Company’s facilities and meet with management and receive a package of briefing materials.

Directors are also encouraged to continue their education with respect to the Company and broader governance, financial and accounting matters and issues affecting the Company’s industry. The Company may, from time to time, offer continuing education programs to assist the directors in maintaining the level of expertise to perform their duties as a director. Additionally, each regularly scheduled Board meeting includes a discussion of the Company’s key priorities, frequently with the guidance of internal and external experts.

Board and Committee Evaluations

The Board recognizes that thoughtful and regular self-evaluation is an important aspect of its commitment to sound corporate governance and is critical to promoting the effectiveness of the Board. The Nominating and Corporate Governance Committee oversees an annual self-evaluation of the Board and each of its committees.

As part of this process, each of the directors evaluates the overall Board and the functioning of the Board’s committees, providing input on topics including Board and committee culture, meeting structure and effectiveness, quality and quantity of meeting materials and information provided to the Board, frequency of interactions with management, and other issues. The feedback received is reviewed by the Nominating and Corporate Governance Committee, and the results are shared and discussed with the full Board.

The Nominating and Corporate Governance Committee utilizes the evaluations to enhance the effectiveness of the Board, and any matters that require further assessment or

follow-up are addressed at future Board and committee meetings as needed. Historically, the Board’s annual evaluation process has informed Board decisions and actions with respect to Board and committee composition, succession planning, Board leadership and other issues.

Risk Oversight

One of the key functions of our Board is to provide informed oversight of our risk management process. Our Board administers its oversight function directly as a whole, as well as through various standing committees of our board that address risks inherent in their respective areas of oversight, which they regularly report back to the full Board. While management is responsible for the day-to-day management of the material risks we face, our Board believes that evaluating the executive team’s management of the various risks confronting the Company is one of its most important areas of oversight.

The Board has designated the Audit Committee with primary responsibility for overseeing enterprise risk management. In accordance with this responsibility, the Audit Committee monitors the Company’s significant business risks, including financial, financial reporting, operational, privacy, cybersecurity, business continuity and legal and regulatory compliance. The Audit Committee reviews the steps management has taken to monitor and mitigate these risks.

With respect to cybersecurity, the Company’s Chief Information Security Officer (CISO) provides quarterly updates to the Audit Committee regarding cybersecurity risks and issues. Various other cybersecurity practices and programs have been implemented in response to the Audit Committee’s oversight of cybersecurity including the procuring of cybersecurity insurance, having a third-party expert perform a cybersecurity assessment, and establishing information security training exercises for employees (including employee testing through imitation phishing emails sent to employees, and concomitant learning relating to the testing). The Company also undergoes a periodic rating from a third-party known as BitSight Technologies, Inc., a security reporting service. An independent third-party auditor has determined that certain of the Company’s products are “SOC2 Type 2” compliant. SOC2 is a standard developed by the American Institute of CPAs relating to how companies should handle and store customer data consistent with five “trust service principles: security, availability, processing integrity, confidentiality, and privacy.

While the Audit Committee has primary responsibility for overseeing enterprise risk management and reports regularly to the Board, the other Board committees also consider risks within their area of responsibility and apprise the Board of significant risks and management’s response to those risks. For example, the Nominating and Corporate Governance Committee monitors legal and regulatory compliance risks as they relate to Quotient’s corporate governance structure and processes, oversees our succession planning, and also oversees annual performance evaluations of the Board and of each committee. The Compensation Committee reviews risks related to compensation matters. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees.

In establishing and reviewing our executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. The program includes several components. Base salaries are fixed in amount and thus do not encourage risk-taking. By tying our Annual Incentive Plan to specific corporate financial performance measures, requiring a minimum performance

level to receive any payout, and applying a cap on annual cash incentive awards, we mitigate against risk-taking behavior. For the same reason, we grant long term incentives, previously in the form of options and RSUs and currently in the form of RSUs and PSUs, subject to service requirements that reward performance in the form of financial goals and/or stock appreciation. We also maintain stock ownership guidelines for our executive officers. Collectively, these practices help to mitigate against risk-taking.

Our Nominating and Corporate Governance Committee also has oversight over environmental, social and governance (“ESG”) risks. On the governance front, recent actions that have resulted from this oversight include the separation of the Board chairman and chief executive officer roles. Social initiatives include DEI initiatives such as recruitment, consideration, and hiring and appointment of diverse candidates at all levels and the establishment of a company-wide, employee-led DEI Council, as well as philanthropic initiatives through Quotient for Change, which includes launching a new platform to facilitate employee giving and volunteer work and hosting a global “Week of Action.” Our DEI Council spearheaded an expansion of DEI initiatives during 2021 including (i) the launch of a company-wide DEI training program developed by Eskalera, Inc. and (ii) the introduction of a Diversity Dashboard that the Company uses internally to evaluate diversity within the Company’s workforce.

In 2021, our cross-functional global response team, as well as local response teams in each region where we have offices, continued to monitor the impact of the COVID-19 pandemic on our business operations and the health and safety of our employees. The teams met regularly to review and discuss pandemic developments, and to implement measures to manage related risks. Our enterprise risk management plan, and updates to the Audit Committee, included mitigation strategies for COVID-19 risks impacting our business and employees, as well as enhanced cybersecurity controls directed to working-from-home risks. The Board and Audit Committee were actively engaged in overseeing these risk management strategies and initiatives, receiving updates from the management team and providing input and oversight as we executed our strategy.

Prohibition on Short Sales, Hedging Transactions and Margin Accounts and Pledges

We prohibit (i) all short sales and “selling short against the box” of our stock, (ii) all transactions in derivatives of our stock, this extends to any hedging or similar transaction designed to decrease the risks associated with holding our stock, (iii) pledging of our stock as collateral for loans and (iv) holding our stock in margin accounts, for all our personnel, including non-employee directors, officers, employees, independent contractors and consultants.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics (the “Code of Business Conduct and Ethics”), which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all of our non-employee directors, officers and employees. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by applicable rules and exchange requirements. The Code of Business Conduct and Ethics is available under the “Governance” portion of the “Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.

Director Stock Ownership Guidelines

In 2016, our Board adopted stock ownership guidelines for our non-employee directors. Under the guidelines, non-employee directors are expected to own shares of Quotient common stock, the lesser of a value equal to three times their annual cash retainer or 7,500 shares, for serving as a director. Shares may be owned directly by the individual, owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse or children. Each non-employee director is required to satisfy the stock ownership guidelines by October 24, 2021, or within five years after first becoming subject to the guidelines. As of [●], [●], Messrs. Gessow, Horowitz, McDonald and Oppenheimer have already satisfied the stock ownership guidelines and we believe Messrs. Higgs, O’Grady and Reece and Mses. Hariton and Hawkins are on track to meet the objective within the required time frame.

Meetings of the Board

Our Board met twelve times and acted by written consent five times during 2021. Mses. Hawkins and McKenna attended fewer than 75% of the total number of meetings of the Board and of the Board committees of which they were a member during 2021. Ms. Hawkins was unable to attend two Audit Committee meetings occurring in the week after she was appointed due to pre-existing conflicts; had she attended those meetings, she would have attended at least 75% of the meetings of the Board and of the Board committees during the period for which she served.

Director Commitments

Our Board believes that all members of the board should have sufficient time and attention to devote to board duties and to otherwise fulfill the responsibilities required of directors. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with their service as a director. Our Corporate Governance Guidelines also includes limits on board memberships. Directors who serve as CEOs or equivalent positions should not serve on more than two boards of public companies, in addition to our Board, and other directors should not serve on more than four other public company boards in addition to our Board.

Attendance at Annual Stockholder Meetings by the Board

It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. Directors Boal, Gessow, Hariton, Horowitz, McDonald, Oppenheimer, along with Ms. Wyatt, attended Quotient’s virtual-only 2021 Annual Meeting of Stockholders.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2021 consisted of Messrs. Gessow and Oppenheimer and Ms. Wyatt. None of the current members of the Compensation Committee is currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Considerations in Evaluating Director Nominees

The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates to the Board for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining

and further developing a diverse, experienced and highly qualified Board. The Nominating and Corporate Governance Committee does consider the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors. Candidates may come to our attention through current members of our Board, professional search firms, stockholders or other persons. Mr. Higgs, who was appointed to the Board in March 2022, was recommended to Ms. Hariton, a member of the Nominating and Corporate Governance Committee, by a board member of a leading CPG company who also serves on the board of Catalyst.org, where Ms. Hariton serves as the Chief Executive Officer. Mr. O’Grady and Mr. Reece were introduced to the Board by the Engaged Group and appointed to the Board pursuant to the Cooperation Agreement.

The Nominating and Corporate Governance Committee will recommend to the Board for selection all nominees to be proposed by the Board for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board to fill interim director vacancies.

Director Qualifications

The Nominating and Corporate Governance Committee also reviews and recommends to the Board for determination the desired qualifications, expertise and characteristics of Board members, with the goal of developing a diverse, experienced and highly qualified Board. The Nominating and Corporate Governance Committee and the Board believe that candidates for director should have certain minimum qualifications, including, without limitation:

• the highest personal and professional ethics and integrity;

• proven achievement and competence in the candidate’s field and ability to exercise sound business judgment;

• skills that are complementary to those of the existing Board;

• the ability to assist and support management and make significant contributions to the Company’s success;

• an understanding of the fiduciary responsibilities that is required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities;

• ability to read and understand financial statements and other financial information pertaining to the Company;

• commitment to enhancing stockholder value;

• willingness to act in the interest of all stockholders; and

• for non-employee directors, independence under NYSE listing standards and other applicable rules and regulations.

In the context of the Board’s existing composition, we may add other requirements that are expected to contribute to the Board’s overall effectiveness and meet the needs of the Board and its committees.

Board Diversity

Our Board believes that its strength and effectiveness is enhanced if its members bring a diverse and complementary range of skills, experiences and perspectives. Accordingly, the

Board seeks candidates with strong and diverse backgrounds who possess knowledge and skills in areas of importance to the Company. In addition to seeking candidates with diverse professional backgrounds, the Nominating and Corporate Governance Committee also seeks a mix of diverse personal backgrounds and life experiences. Though the Nominating and Corporate Governance Committee does not utilize quotas, the Committee does consider diversity as a criterion when evaluating prospective new directors.

Stockholder Recommendations for Director Candidates

Stockholders may recommend the names of potential director candidates to our Nominating and Corporate Governance Committee for its consideration. Any such recommendation should include the nominee’s name and qualifications for membership on our Board and should be directed to our Secretary at Quotient Technology Inc., 1260 East Stringham Avenue, Suite 600, Salt Lake City, Utah 84106. The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. These candidates are evaluated by the Nominating and Corporate Governance Committee and may be considered at any point during the year.

Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal (including one or more director nominations) before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Such business may be brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary containing the information specified in our Bylaws. To be timely for our 2023 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices no earlier than [●] [●], 2023; and no later than the close of business on [●] [●], 2023. In the event that we hold our 2023 annual meeting of stockholders more than 30 days before or more than 30 days after the one-year anniversary of the 2022 Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of: the 90th day prior to such annual meeting, or the 10th day following the day on which public announcement of the date of such annual meeting is first made. You may contact our Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

For the 2022 Annual Meeting, our Nominating and Corporate Governance Committee has not received a candidate recommendation or a nomination pursuant to the advance notice procedure in our Bylaws from any stockholder or group of stockholders, including any stockholder or group of stockholders that beneficially owns more than five percent of our common stock, except for the director candidate nominations and recommendations of the Engaged Group. In March 2022, the Engaged Group recommended Joseph Reece to the Board as a potential candidate for appointment or election to the Board, and the Engaged Group nominated Matthew O’Grady, along with one other candidate, for election at the Annual Meeting pursuant to the advance notice procedure in our Bylaws. Pursuant to the Cooperation Agreement with the Engaged Group, on May 16, 2022, the Engaged Group withdrew its nominations, Joseph Reece was appointed to the Board as a Class III director, and Matthew O’Grady was appointed to the Board as a Class II director and is a nominee for election at the Annual Meeting.

Non-Employee Director Compensation

Non-employee directors receive compensation under our outside director compensation policy (the “Director Compensation Policy”) in the form of equity granted under the terms of our 2013 Plan, and cash, as described below. The policy is reviewed annually by the Compensation Committee in conjunction with the Compensation Committee’s independent compensation consultant in order to inform any decisions with respect to our executive compensation program. They consider multiple factors, including total compensation relative to our peer group, market survey data, board leadership and committees, and board governance trends. No changes were made to our outside director compensation policy for 2021.

Cash Compensation

In connection with their service as a director and consistent with the Director Compensation Policy, each non-employee director receives an annual cash retainer of $37,500 for serving on our Board. The Lead Independent Director receives an additional annual cash retainer of $15,000.

The chairperson and members of the three standing committees of our Board are also entitled to the following additional annual cash retainers:


Board Committee	Chairperson Fee ($)		Member Fee ($)
Audit Committee		21,500		10,000
Compensation Committee		15,000		6,250
Nominating and Corporate Governance Committee		8,000		3,500

All cash retainers are paid in quarterly installments to each non-employee director who has served in the relevant capacity for the immediately preceding fiscal quarter no later than 30 days following the end of such preceding fiscal quarter. A non-employee director who has served in the relevant capacity for only a portion of the immediately preceding fiscal quarter will receive a prorated payment of the quarterly payment of the applicable annual cash retainer.

Equity Compensation

Initial grant. Upon appointment to our Board, each non-employee director is granted an award (the “Initial Award”) of Restricted Stock Units (“RSUs”) as compensation for his or her service. The number of RSUs subject to the Initial Award is determined by dividing $250,000 by the closing price of our stock on the grant date or as computed in accordance with such other methodology as our Board or Compensation Committee may determine. The grant date of the Initial Award is the fifth trading day of the month immediately following the month in which the individual first becomes a non-employee director. The RSUs subject to the Initial Award vest as to one-third (1/3) of such RSUs on each of the first three anniversaries of the date on which such person first becomes a non-employee director, subject to continued service as a director through the applicable vesting date.

Annual award. Each continuing non-employee director will be granted an award of RSUs (the “Annual RSU Award”) on the date of the annual meeting of stockholders as compensation for his or her service. The number of RSUs subject to the Annual Award will be determined by dividing $175,000 by the closing price of our stock on the grant date or as computed in accordance with such other methodology as our Board or Compensation

Committee may determine. The grant date of the Annual Award is the date of the annual meeting of stockholders. The RSUs subject to the Annual Award vest upon the earlier of (i) the day prior to the next year’s annual meeting of stockholders or (ii) one year from the grant date, subject to continued service as a director through the applicable vesting date.

The following table provides information for the year ended December 31, 2021 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director in 2021.

Non-Employee Director Compensation — 2021


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾			Total ($)
Andrew Gessow		67,500		174,998			242,498
Lorraine Hariton		38,267		530,406			568,673
Alison Hawkins		20,007		249,993			270,000
Steve Horowitz		41,000		174,998			215,998
Robert McDonald		45,500		174,998			220,498
Michelle McKenna		29,519		174,998	⁽²⁾		204,517
David Oppenheimer		65,250		174,998			240,248
Christy Wyatt⁽³⁾		53,750		174,998			228,748

⁽¹⁾

The amounts reported reflect the aggregate grant date fair value of RSUs granted during the year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 10 to our notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 1, 2022. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Note that the amounts reported in this column reflect the accounting cost for these stock awards and do not correspond to the actual economic value that may be received by the directors from them.

⁽²⁾	Ms. McKenna’s Annual RSU Award of $174,998 was cancelled upon her resignation from the Board, which became effective as of July 30, 2021.

⁽³⁾	Ms. Wyatt resigned from the Board effective March 24, 2022.

Our non-employee directors held the following number of outstanding stock options and RSU awards as of December 31, 2021.


Name	Stock Options		RSUs
Andrew Gessow		151,992		15,297
Lorraine Hariton		—		40,575
Alison Hawkins		—		30,674
Steve Horowitz		44,035		15,297
Robert McDonald		—		20,514
Michelle McKenna⁽¹⁾		—		—
David Oppenheimer		21,551		15,297
Christy Wyatt⁽²⁾		—		19,729

⁽¹⁾	Ms. McKenna resigned from the Board effective July 30, 2021 and therefore had no outstanding stock options or RSU awards as of December 31, 2021.

⁽²⁾	Ms. Wyatt resigned from the Board effective March 24, 2022.

Stockholder and Other Interested Party Communications with the Board

Stockholders and other interested parties who wish to communicate with the non-management or independent members of our Board may do so by letters addressed to the attention of our General Counsel.

All communications are reviewed by the General Counsel and are routed to the appropriate member(s) of the Board consistent with our Policies and Procedures for Stockholder and Other Interested Party Communications to Independent Directors. A copy of our Policies and Procedures for Stockholder and Other Interested Party Communications to Independent Directors is posted under the “Governance” portion of the “Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.

The address for these communications is:

Quotient Technology Inc.

Attn: General Counsel

1260 East Stringham Avenue, Suite 600

Salt Lake City, Utah 84106

Cooperation Agreement with Engaged Capital, LLC

On May 16, 2022, the Company entered into the Cooperation Agreement (the “Cooperation Agreement”) with the Engaged Group.

Pursuant to the Cooperation Agreement, the Board appointed Matthew O’Grady to the Board to serve as a Class II director and Joseph Reece (together with Mr. O’Grady, the “New Directors”) to the Board to serve as a Class III director. The Board also, on May [●], 2022, appointed Mr. O’Grady to the Nominating and Corporate Governance Committee and Mr. Reece to the Compensation Committee. Mr. O’Grady was also appointed to serve as Lead Independent Director for the duration of the Cooperation Agreement. The Board agreed to nominate for election at the Annual Meeting Matthew Krepsik, Robert McDonald, and Matthew O’Grady. Except for the Cooperation Agreement, there are no other arrangements or understandings between any of our directors and any other person pursuant to which any person was selected as a director.

The Company agreed to seek stockholder approval of an amendment to the Charter, which is Proposal No. 2 discussed in this proxy statement. Further, under the terms of the Cooperation Agreement, Steven Boal agreed to retire as CEO no later than the Annual Meeting and to not stand for reelection as a director at the meeting.

The Cooperation Agreement further provides, among other things, that:

•

During the term of the Cooperation Agreement, the number of authorized directors on the Board will not exceed ten directors without the consent of the Engaged Group, with such consent not to be unreasonably withheld.

•

During the term of the Cooperation Agreement and for so long as the Engaged Group continuously beneficially owns in the aggregate at least the lesser of (i) 2.5% of outstanding shares of the Company’s common stock and (ii) 2,373,037 shares of common stock, the Engaged Group will be entitled to recommend a replacement independent director who is not an affiliate of the Engaged Group in the event any New Director ceases to be a director of the Company for any reason, subject to certain conditions and the approval of the Nominating and Corporate Governance Committee and the Board, such approval not to be unreasonably withheld.

•

During the term of the Cooperation Agreement, the Engaged Group will be subject to customary standstill restrictions, including with respect to nominating persons for election to the Board, submitting any proposal for consideration at any stockholder meeting and soliciting any proxy, consent or other authority to vote from stockholders or conducting any other referendum (including any “withhold,” “vote no” or similar campaign), and acquiring beneficial ownership of, or economic exposure to, more than 9.9% of the Common Stock for so long as the Company’s Tax Benefits Preservation Plan and the rights established thereunder remain in force.

•

During the term of the Cooperation Agreement, the Engaged Group will vote all shares of common stock and voting securities beneficially owned, directly or indirectly, by the Engaged Group at all annual and special meetings as well as in any consent solicitation of the Company’s stockholders (i) in favor of the nominees for director recommended by the Board, (ii) in favor of Proposal 2 and (iii) in accordance with the Board’s recommendation with respect to any other matter (unless Institutional Shareholder Services Inc. issues a contrary recommendation, except as related to the election of directors or the Charter Declassification Amendment (Proposal No. 2)). The Engaged Group will be permitted to vote on any proposals relating to an extraordinary transaction in its sole discretion.

•

Each party agreed not to disparage the other party, subject to certain exceptions.

•

During the term of the Cooperation Agreement, each party agreed not to institute a lawsuit against the other party, subject to certain exceptions including the seeking of remedies for a breach of the Cooperation Agreement. Additionally, during the term of the Cooperation Agreement and for an additional two years after its termination, each party agreed not to institute a lawsuit against the other party relating to or arising out of any event occurring on or prior to the date of the Cooperation Agreement.

•

The Engaged Group withdrew its director nominations for the Annual Meeting.

•

The Cooperation Agreement will terminate on the earliest to occur of (i) 30 calendar days prior to the notice deadline under the Company’s Amended and Restated Bylaws for the nomination of director candidates for election to the Board at the Company’s 2023 annual meeting of stockholders, (ii) 120 calendar days prior to the first anniversary of the Company’s 2022 annual meeting of stockholders and (iii) the consummation of an extraordinary transaction.

The foregoing summary of the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Cooperation Agreement, which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on May 18, 2022.

REPORT OF THE AUDIT COMMITTEE

With respect to Quotient’s financial reporting process, the management of Quotient is responsible for (1) establishing and maintaining internal controls and (2) preparing Quotient’s consolidated financial statements. Quotient’s independent registered public accounting firm, Ernst & Young, is responsible for auditing these financial statements. It is the responsibility of the Audit Committee to oversee these activities. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of Quotient’s financial statements.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2021 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Submitted by the Audit Committee of the Board:

David Oppenheimer (Chairperson)

Alison Hawkins

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than the executive and non-employee director compensation arrangements, including the employment, termination of employment and change in control arrangements, discussed below under “Executive Compensation,” the indemnification arrangements with our executive officers and non-employee directors discussed below under “Indemnification Agreements,” and the transactions described below in this section, we were not party to any transactions since January 1, 2021 in which:

•

the amounts involved exceeded or will exceed $120,000; and

•

any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

San Francisco Office Lease

The Company entered into a lease agreement with DW Cal 301 Howard, LLC (“DW Cal”) on February 28, 2020, for approximately 15,607 square feet of office space in San Francisco, for a term of 10 years. The total minimum future rental payments for the lease is $16.3 million. DW Cal is a joint venture in which DivcoWest Real Estate Services, LLC is a minority member. Mr. Gessow, one of our independent directors, serves as a Senior Advisor at Divco and is a managing partner at DivCore Equity Partners which is affiliated with Divco. All terms of the lease were negotiated at arms-length. The transaction was presented to our Audit Committee and approved in accordance with our Policy and Procedures with Respect to Transactions with Related Persons; and was also approved by our Board. Mr. Gessow was not involved in decisions regarding the lease or in the Board and Audit Committee’s approval thereof.

Amended and Restated Investor Rights Agreement

In June 2011, we entered into an Eighth Amended and Restated Investor Rights Agreement with the holders of our preferred stock. Such agreement provides, among other things, for certain rights relating to the registration of their shares of common stock, including those issued upon conversion of their preferred stock, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.

Cooperation Agreement

On May 16, 2022, we entered into a Cooperation Agreement with the Engaged Group. As part of the Cooperation Agreement, we agreed to reimburse the Engaged Group for their reasonable, documented out-of-pocket fees and expenses incurred in connection with the negotiation and entry into the Cooperation Agreement and related matters up to an amount of $500,000. For additional information regarding the provisions of the Cooperation Agreement, see “Corporate Governance and Directors—Cooperation Agreement with Engaged Capital, LLC.”

Review, approval or ratification of transactions with related parties

Our Board recognizes that transactions between our Company and persons or entities that may be deemed related persons can present potential or actual conflicts of interest and create the appearance of impropriety. Accordingly, our Board has delegated authority for the review and approval of all related person transactions to the Audit Committee. We have

adopted a written Policy and Procedures with Respect to Transactions with Related Persons to provide procedures for reviewing, approving and ratifying any transaction involving our Company or any of its subsidiaries in which a 5% or greater stockholder, director, executive officer or members of their immediate family have or will have a direct or indirect material interest. This policy is intended to supplement, and not to supersede, our Company’s other policies that may be applicable to or involve transactions with related persons.

The policy provides that the Audit Committee reviews transactions subject to the policy and determines whether or not to approve or ratify those transaction. In reviewing transactions subject to the policy, the Audit or the Chair of the Audit Committee, as applicable, considers among other factors it deems appropriate:

•

the material terms of the transaction;

•

the nature of the related party’s interest;

•

the nature of the related party’s relationship with the Company;

•

the role of Company employees in arranging the transaction;

•

the impact on the independence of any director;

•

the costs and benefits to the Company; and

•

an assessment of whether the transaction is competitively bid, or otherwise on terms that are fair to the Company and comparable to those that could be obtained in an arms-length negotiation with an unrelated third party.

EXECUTIVE OFFICERS

The following table identifies certain information, as of May [●], 2022, about our executive officers. Officers are appointed or elected by the Board to hold office until their successors are elected and qualified. There are no family relationships among any of our directors or executive officers. There are no arrangements or understandings between an executive officer and any other person pursuant to which such executive officer was or is to be selected as an officer.


Name	Age	Position(s) with Quotient
Steven Boal⁽¹⁾	57	Chief Executive Officer and Board Member
Scott Raskin	60	President
Yuneeb Khan⁽²⁾	46	Board-Appointed Future Chief Financial Officer, Principal Accounting Officer and Treasurer
Matthew Krepsik⁽³⁾	40	Chief Technology Officer and Chief Executive Officer-Designee
Connie Chen	55	General Counsel, Compliance Officer and Secretary
John Kellerman⁽⁴⁾	53	Interim Chief Financial Officer

⁽¹⁾	On March 24, 2022, the Company announced Mr. Boal’s intention to retire as CEO by December 31, 2022 and his decision to not stand for re-election as a Class II member of the Board of Directors.

⁽²⁾	On April 13, 2022, the Company announced Mr. Khan’s appointment as future CFO and that he is expected to join the Company by July 2022.

⁽³⁾	On March 24, 2022, the Company announced Mr. Krepsik will assume office as the Company’s next CEO upon Mr. Boal’s retirement as CEO. For information on the business background of Mr. Krepsik, see “Proposal No. 2—Election of Directors” above.

⁽⁴⁾	On April 13, 2022, the Company announced Mr. Kellerman’s appointment as Interim CFO effective April 5, 2022 until Mr. Khan commences his service as CFO.

Steven Boal, who will be stepping down from the CEO role no later than December 31, 2022, founded Quotient in 1998. Mr. Boal has served as our Chief Executive Officer since August 2019, has been a member of the Board since 1998, and served as Chairman of our Board from August 2019 until March 2022. Mr. Boal was our Executive Chairman from September 2017 to August 2019, our CEO from 1998 until September 2017, our Chairman from February 2017 until September 2017, and our President from 1998 until September 2015. Prior to founding Quotient, Mr. Boal served as Vice President of Business Development for Integral Development Corporation, a privately held financial software company. Mr. Boal currently serves on the board of directors of Matia Robotics, a private robotic mobility device company, and OneTable.org since December 2020, a national non-profit organization. Mr. Boal holds a B.A. from the State University of New York at Albany.

Scott Raskin has served as our President since August 2019. Mr. Raskin served on our Board from February 2017 until August 2019 and was Lead Independent Director from November 2017 until August 2019. From June 2019 to August 2019, Mr. Raskin served as an operating partner with Khosla Ventures, a venture capital firm. Mr. Raskin served as the President and Chief Executive Officer at Spigit Inc. (formerly known as Mindjet), a provider of innovation management software from June 2006 until December 2018 (Spigit was acquired in December 2018). Prior to joining Spigit, Mr. Raskin served as President and Chief Operating Officer, from May 2001 to June 2006, at Telelogic AB, a publicly traded, international software company. Additionally, from June 2019 until January 2022 Mr. Raskin served as chairperson of the board of directors of Neology Inc., a private company and global innovator that is re-imagining mobility for smart

cities and safer communities; from January 2015 until January 2022 served on the board of directors of MariaDB, a Finnish private company; and from January 2012 to July 2014, served on the board of directors of Cision AB, a Swedish, publicly traded software and information services company, where he was also a member of the compensation committee of its board of directors. Mr. Raskin holds a B.B.A. from the University of Texas.

Matthew Krepsik, was designated by the Board in March 2022 to succeed Steven Boal as CEO when Mr. Boal retires from the Company on or before December 31, 2022. Mr. Krepsik has served as our Chief Technology Officer since June 2021, leading the Company’s strategy and insights team as well as its engineering, product management, business development and media strategy functions. For information on the business background of Mr. Krepsik, see “Proposal No. 2—Election of Directors” above.

Yuneeb Khan, whom the Board determined to appoint to the CFO role on March 28, 2022 and who is expected to join the Company by July 2022, currently serves as President of the Global Consumer Insights business of NielsenIQ, a world-renowned marketing and consumer intelligence enterprise that provides critical research, data and strategic insights about consumer behavior in more than 80 countries. Mr. Khan is a seasoned executive with more than 25 years of experience in leading commercial and product strategies for global businesses, guiding meaningful financial turnarounds, and driving global mergers and acquisitions. Mr. Khan joined Nielsen in January of 2010 and, during his 12-year tenure with the company, has served in several high impact roles and driven high profile strategic projects. Immediately prior to his current role, he served as President of the Global Customized Intelligence business of NielsenIQ from 2020 to 2021. Prior to that, he served as the Chief Financial Officer (CFO) of Nielsen Global Connect (now NielsenIQ) with revenues of over $3 billion, over 30,000 employees, and operations in 100+ countries, from 2019 to 2020. While in this role, the business returned to growth and he played a pivotal role in the strategic review process that resulted in the creation of NielsenIQ, an independent privately held company. He was instrumental in driving significant operational efficiencies as the CFO of Nielsen’s Global Technology and Operations (2014 to 2019) and significantly strengthened the global finance processes by establishing a process driven regional operating model. He is a respected leader with a well-established reputation for developing talent and high-performing global teams with a leadership style described as empathetic, principled, and genuine. In 2020, he was awarded the prestigious Arthur C. Nielsen award as recognition for the significant contributions he has made to the Nielsen business. Prior to Nielsen, from December 1995 to January 2010, Mr. Khan held several financial partnership, regulatory and advisory roles around the globe with large blue-chip companies, including General Electric, United Technologies, Kinnevik, Bristol Myers Squibb, and PricewaterhouseCoopers. He is a chartered accountant from the Institute of Chartered Accountants of Pakistan (1999) and a graduate of the Advanced Management Program (2021) of Harvard Business School.

Connie Chen has served as our General Counsel, Compliance Officer and Secretary since January 2016 and served as our Senior Director of Legal Affairs from October 2014 to December 2015, and Director of Legal Affairs from September 2013 to October 2014. From 2005 to August 2013, she served as vice president, litigation and deputy general counsel at Rambus Inc., a semiconductor and IP product company. Prior to Rambus, Ms. Chen held positions at the law firm of Morrison & Foerster LLP and WebMD, an internet healthcare technology company, where she served as assistant general counsel. Ms. Chen holds an A.B. from Stanford University and a J.D. from Stanford Law School.

John Kellerman, the Company’s Vice President, Chief Accounting Officer whom the Board appointed to serve as the Company’s interim Chief Financial Officer (“interim CFO”)

effective April 5, 2022 until Mr. Khan commences his service as CFO, has over 30 years of experience in financial reporting, accounting operations and internal audit services. He has served as Quotient’s Vice President, Chief Accounting Officer since March 2020. Prior to that, he served as VP Internal Audit at Bio-Rad Laboratories, Inc. from August 2017 to March 2020, and as VP Controller at Gracenote, Inc. from October 2015 to August 2017. He served in various roles of escalating responsibility at Autodesk, Inc. from 2000 to 2015, culminating in his position as Assistant Controller from 2011 to October 2015. Mr. Kellerman holds a B.S. in Accounting from California State University, Sacramento.

EXECUTIVE COMPENSATION

The following discusses the compensation for our Named Executive Officers (“NEOs”) for 2021: our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executives.

Steven Boal⁽¹⁾

Founder, Chief Executive Officer and Member of the Board of Directors

Scott Raskin

President

Pamela Strayer⁽²⁾

Former Chief Financial Officer and Treasurer

Matthew Krepsik⁽³⁾

Chief Technology Officer and Chief Executive Officer—Designee

Connie Chen

General Counsel, Compliance Officer and Secretary

⁽¹⁾	On March 24, 2022, the Company announced Mr. Boal’s intention to retire as CEO by December 31, 2022 and his decision to not stand for re-election as a Class II member of the Board of Directors.

⁽²⁾	Ms. Strayer resigned as CFO and Treasurer effective April 5, 2022.

⁽³⁾	Mr. Krepsik joined the Company as Chief Analytics Officer effective April 26, 2021, and was promoted to the role of Chief Technology Officer on June 1, 2021. On March 24, 2022, the Company announced Mr. Krepsik will assume office as the Company’s next CEO upon Mr. Boal’s retirement as CEO.

Business Overview

Business Description

Quotient is an industry leading digital media and promotions technology company that creates cohesive omnichannel brand-building and sales-driving opportunities to deliver valuable outcomes for advertisers, retailers and consumers. The Quotient platform is powered by exclusive consumer spending data, location intelligence and purchase intent data to reach millions of shoppers daily and deliver measurable, incremental sales.

Our customers consist primarily of consumer-packaged goods (“CPG”) companies and their brand marketers (together referred to as “advertisers”) who want to drive sales and positive brand engagement with shoppers. Our digital marketing platform is designed to produce returns on marketing investment for advertisers by utilizing consumer behavior and intent data to deliver the right marketing message to the right shopper at the right time, through multiple touchpoints while they are engaged online, out of home and in-store.

Quotient partners with leading advertisers and retailers, including Clorox, Procter & Gamble, General Mills, Unilever, CVS, Dollar General and Peapod Digital Labs, a company of Ahold Delhaize USA.

Business Performance

2021 was a year of progress for Quotient – both financially and operationally. Despite the challenges associated with the global pandemic, we continued to execute on our transformation, and we entered 2022 as a stronger, more agile, more efficient and better positioned company, ready to deliver sustainable and profitable growth in the future.

Some of our financial and strategic highlights from 2021 include:

•

We generated annual revenues in 2021 of $521.5 million, up 17% over the prior year.

•

We generated $40.6 million in Adjusted EBITDA in 2021¹, lower from the prior year due to investments made to increase operational efficiency, business model changes to become more competitive, and the impact of supply chain issues that led CPG customers to broadly pull back on promotional spending.

•

We evolved our network partner model in order for partnerships to be more aligned to our objectives of delivering balanced and profitable growth, along with greater value to our partners. Some of our recently announced additions to our promotions network include Microsoft, Figg, and Redbox, while partners such as AutoZone have joined our retailer network.

•

During the first quarter of 2021, we introduced a new offering, our Duration-Based National Promotions solution. We believe this pricing and delivery model change is beneficial to our retailer partners and advertisers as it is outcome-based and permits aligning promotional spend with merchandising plans. Duration-based pricing promotions revenue represented approximately 32% of national promotions revenue during the fourth quarter of 2021, and we expect that percentage to increase in the upcoming quarters.

•

Our Promotion Amplification offering has demonstrated strong sales lift and has expanded opportunities with both existing customers and new ones. We believe Promotion Amplification marks the beginning of the end of the paper circular, and feedback from both CPGs and retailers continues to be strong. Hundreds of millions of dollars are spent producing the weekly paper circular, and both retailers and CPGs would rather those dollars find their way to shoppers, increasing the return on investment (ROI) of that spending amount significantly.

•

In the third quarter of 2021 we introduced self-service capabilities on some of our media products related to sponsored search. With self-service campaigns, the customer decides on campaign objectives and the digital properties on which to place advertisements. We believe moving more business to self-service and away from managed services will enable us to grow more profitably by utilizing the power of our platform technology and reducing the manual effort and overhead expenses associated with managed-service campaign execution.

•

Beginning in the fourth quarter of 2021, we began rolling out a change to our business model with respect to retailer-specific promotion or media campaigns (also known as shopper campaigns). In the new shopper model, we sell shopper campaigns to advertisers on behalf of retailers, who set pricing and determine how shopper media and promotions campaigns are executed through our platforms and network. Under generally-accepted accounting principles, in this model we are the “agent” of the retailers, who are our customers and pay us for the use of our platforms and services. This business model change is designed to provide several benefits to retailer

¹	For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, please see Appendix B.

customers including improved pricing transparency and control over the shopper marketing campaign’s prospects for success. We expect this business model change and increased self-service to improve our gross margins in media (though not changing gross profit dollar), with this change benefiting a product category which has historically had lower gross margins.

Below is a summary of our financial performance for Fiscal 2021, in comparison to previous fiscal years:

For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, please see Appendix B.

Compensation Overview

Annual Meeting Results 2021

Following feedback from our stockholders in 2020, the Company made significant changes to our executive compensation programs for the 2021 fiscal year. We were responsive to investor concerns around our approach to pay-for-performance and took swift action to implement substantial changes to our compensation practices and disclosure.

Most notably, in 2021, we restructured our program such that 50% of each NEO’s long-term equity incentive grant was made subject to the Company achieving two quantitative performance objectives over a three-year performance period. The three-year targets are aggressive but in alignment with the Company’s three-year financial plan.

Additionally, we revised our peer group to better reflect companies with similar business characteristics and size in terms of market capitalization and revenue. We also enhanced disclosure around our Annual Incentive Plan design and further described how it supports our pay-for-performance philosophy.

We believe that these changes to our executive compensation approach reinforced pay-for-performance alignment and addressed stockholder concerns moving forward. Our 2021 “say-on-pay” proposal received 96% approval, indicating strong stockholder support.

The Company continues to review our pay-for-performance philosophy to ensure our compensation programs remain motivational for executives, competitive in the market and against our peer comparator group, and aligned with stockholder interests, feedback, and expectations.

Philosophy


Pay-for-Performance		A significant portion of pay for executive officers is at-risk and performance-based with metrics that align total compensation with the Company’s sustainable growth strategy and values, annual financial objectives, and performance of our stock price. At-risk compensation includes short-term cash and performance-based equity awards as long-term incentives.
Alignment with Stockholders		Our compensation programs align executive officers’ interests with those of our stockholders, by providing equity-based forms of compensation and tying pay to Company and stock performance. We maintain stock ownership guidelines for all executive officers, and we remain committed to a culture of shared success through long-term equity awards. In response to stockholder feedback, we awarded a portion of the 2021 equity grant to performance-based RSUs, and we are continuing to utilize performance-based RSUs in equity grants to executive officers in 2022.
Competitive Appeal		Our compensation programs are designed to attract, reward, and retain talented and highly qualified executive officers whose abilities and alignment to our values are critical to our success. We use market-based pay information to align each executive officer’s compensation to their position, responsibilities, and impact.
Drive Sustainable Growth		We use our compensation programs to invest in and reward talent with the greatest potential to drive the long-term growth of our Company, while holding employees accountable to the Company’s strategy and values.

Strong Governance Practices


We Do		We Don’t
✓ Review compensation programs annually with the Compensation Committee		× Provide single trigger change in control severance benefits
✓ Maintain stock ownership guidelines for all NEOs		× Permit hedging or pledging of equity securities
✓ Emphasize long-term equity in NEO pay mix		× Provide perquisites (other than in connection with relocation)
✓ Engage independent compensation consultant		× Provide tax gross-up payments
✓ Ensure a significant portion of executive pay is “at-risk” dependent on company and/or stock price performance

Compensation Elements

Our compensation program consists of base salary, annual incentive and long-term incentive. Each year the Compensation Committee reviews, for each NEO, the target opportunity value of each of these three elements which we refer to as “Base Salary”, “AIP Target Opportunity”, and “LTI Opportunity”. We refer to the aggregate of the target opportunity value of each element as Total Direct Compensation (“TDC”). The Compensation Committee considers market practices, the criticality of the role to the business, retention objectives as well as other factors such as company and individual performance to determine the appropriate TDC for each NEO and the mix of each element in the total. Each element is described in the table below.


Element	Purpose	Characteristics
Base Salary	Attract and retain talent	• Fixed: 100% cash • Size reflects market benchmarking, role responsibility, experience and individual performance and criticality to our success
Short-Term Incentive (Annual Incentive Plan (“AIP”))	Motivate and reward accomplishment of short-term business goals	• Variable: 100% cash • AIP Target Opportunity reflects market practice expressed as % of base salary • Payouts are fully formulaic • In 2021, metrics were revenue and Adjusted EBITDA each weighted at 50% to align with our strategy and with a 75% blended achievement threshold required for payout in order to align with stockholder interest

Long-Term Incentive (Long-Term Incentive (“LTI”))	Motivate and reward sustainable long-term performance Align delivered pay to returns experienced by stockholders Attract and retain talent	• Variable: 100% equity • LTI Opportunity is sized based on market practices, role responsibility, retention objectives, and individual performance • Denominated 50% in time-based RSUs and 50% in performance-based RSUs based on market best practices and aligned with stockholder interest • 2022 performance-based RSUs are measured against Gross Margin attainment with a stock price modifier

A significant proportion of each NEO’s target TDC is variable and at-risk due to its dependence on the achievement of preset, objective and quantitative performance goals in the Annual Incentive Plan and long-term incentive awards based on the Company performance, as shown in the charts below.

The charts below reflect the mixture of Base Salary, AIP Target Opportunities, and LTI Opportunities for each of the NEOs.

⁽¹⁾	Compensation Pay Mix is representative of 2021 total target compensation. Total target compensation for Mr. Krepsik is reflective of his pay after his June 1, 2021 promotion to Chief Technology Officer.

⁽²⁾	2022 Long Term Incentive target for CEO and other NEOs is denominated in 50% performance-based RSUs and 50% time-based RSUs.

How Pay Decisions Are Made

The Compensation Committee follows a robust annual cycle to plan and review philosophy, goals, and execution of our executive compensation programs to ensure they align with company objectives and strategy. Typically our CEO makes compensation recommendations for NEOs and other members of the executive leadership team for consideration and approval by the Compensation Committee in Q1 each year. The CEO does not participate in recommendations or discussions relating to his own compensation.

The Compensation Committee, with the assistance of an independent consultant, considers multiple factors including peer group and market survey data, company and individual performance, stockholder feedback, and judgment on what is in the best interests of the Company in making recommendations on CEO pay for approval by the Board.

Highlights from our annual schedule are outlined in the below table.


Timing		Focus Areas
Q1		• Evaluated business performance and financial metrics for the prior fiscal year under the Annual Incentive Plan (AIP) • Discussed individual contributions, performance, and future potential of NEOs to determine compensation adjustments and overall pay mix targets • Finalized new Long-Term Incentive Program (“LTI Program”) for NEOs based on stockholder feedback, updating plan to include Performance Restricted Stock Units • Aligned on performance measures, targets, and plan design for the AIP and any performance-based equity metrics
Q2		• Completed market review of Change in Control agreement provisions to ensure market competitiveness and internal equity • Analyzed annual Compensation Program Risk Assessment
Q3		• Reviewed annual meeting results including 96% approval of “say-on-pay” advisory vote from stockholders • Evaluated and set peer comparator group to be used for the upcoming compensation cycle • Reviewed talent and leadership development goals and progress against succession planning objectives for future leadership
Q4		• Benchmarked compensation programs against peer comparator group to further prepare for pay decisions for the coming year • Discussed equity strategy and approach for 2022 and beyond • Reviewed performance and learning culture goals and progress against performance planning objectives for executive leadership

Peer Group

When evaluating executive compensation, the Compensation Committee reviews the pay practices and pay levels in a comparative group of companies of similar size and business sector to Quotient. We review the peer group annually for relevance and alignment with best practices and investor preferences. The peer group and the compensation assessment is just one input into the Company’s policy setting and pay decisions that is

considered by the Compensation Committee. The selection criteria for inclusion in the 2021 peer group are summarized in the table below.


Element	Description	Criteria
Industry/Sector	The markets in which the Company competes for product success and talent.	Public US-based software-as-a-service companies, marketing services companies, and interactive media & services companies. If possible, companies with corporate headquarters in key technology hub locations.
Revenue	Trailing Twelve Month (“TTM”) revenue is within a comparable range of Quotient’s revenue.	Generally between 0.5x to 3.7x ($300M to $1.6B) of Quotient revenue.
Market Capitalization	Market capitalization is within a comparable range of Quotient’s market capitalization.	Generally between 0.5x to 4.0x ($300M to $3.0B) of Quotient market capitalization.

The peer group data analysis includes target base salary, annual incentive and long-term award values for similarly situated executives at the 25^th, 50^th, and 75^th percentiles. In selecting the peer companies, the Compensation Committee tries to place the Company at or near the median or 50^th percentile for revenue as a proxy for business scale given market volatility in valuations. At the time that the peer group was approved, the Company was at the 46th percentile for revenue.

The peer group data may also be supplemented with other relevant market data supplied by the Compensation Consultant that reflect companies of a similar profile as the peer group from broader survey data. This data is used, in addition to the peer group data, to ensure a relevant sample for informing pay decisions. The Compensation Committee looks at the peer group as part of its annual review and will continue to adjust the peers as appropriate.

In the third quarter of 2020, the Compensation Committee approved the peer group to be used to examine executive pay levels, pay mix and pay policies for setting the go-forward program for the NEOs in 2021. Based on ongoing feedback from stockholders that revenue and market cap comparisons may be too aggressive, the 2021 peer group was updated to include a more balanced approach to peer comparison. Drawing from an analysis from the Compensation Consultant, the Committee approved the peer group selection criteria, and agreed to update the peer group revenue range and market cap, to align more closely to Quotient’s projected revenue.

The peer group companies for 2021 pay decisions are listed below⁽¹⁾.


2U, Inc.	LivePerson, Inc.	Stamps.com Inc.
8x8, Inc.	QAD⁽²⁾	TripAdvisor⁽²⁾
Benefitfocus, Inc.	QuinStreet, Inc.	TrueCar, Inc.
Box, Inc.	Rapid7, Inc.	Workiva⁽²⁾
Cloudera, Inc.	Shutterstock, Inc.	Yelp Inc.
Cornerstone OnDemand, Inc.	SPS Commerce, Inc.	Zuora⁽²⁾

⁽¹⁾	Five9, Grubhub LogMein, Q2, and TradeDesk were removed from the peer group based on revenue and market capitalization comparison.

⁽²⁾	QAD, TripAdvisor, Workiva, and Zuora are new members of the peer group selected in 2020 based on industry, revenue, and market capitalization comparison.

Compensation Elements

Base Salary

Base pay is fixed compensation delivered in return for day-to-day job responsibilities, leadership skills and experience. Our goal is to provide base salary compensation that is market competitive in comparison with roles of similar size and business-decision authority in our industry. Market competitive base pay helps to attract and retain executive talent. The Compensation Committee reviews each NEO’s base salary annually considering market comparisons, prevailing market conditions, role scope, individual experience and performance, and internal equity.

During the annual compensation review process the Compensation Committee approved no change in base pay to Mr. Boal. The Compensation Committee determined that while it is imperative to continue to align Mr. Boal’s compensation to market levels, compensation opportunities for the Chief Executive Officer should be focused on a competitive pay mix and performance results through incentive pay metrics.

The Committee did approve small increases to base pay for Mr. Raskin and Ms. Chen as a reflection of their individual performance as well as role scope and compensation compared to peer group companies.

Mr. Krepsik was hired on April 26, 2021, with an initial base salary of $350,000, which the Compensation Committee believed was commensurate with his role as Chief Analytics Officer. When Mr. Krepsik was promoted on June 1, 2021 to Chief Technology Officer, his compensation was adjusted to reflect the change in responsibilities. This included an increase to base pay.


Named Executive Officer	Base Salary as of December 31, 2020		Base Salary as of December 31, 2021		% Change
Steven Boal	$	500,000	$	500,000		—	%
Scott Raskin	$	450,000	$	465,000		3	%
Pamela Strayer	$	450,000	$	450,000		—	%
Matthew Krepsik⁽¹⁾	$	—	$	375,000		—	%
Connie Chen	$	375,000	$	380,000		1	%

Annual Incentive Plan

Purpose

The purpose of the Annual Incentive Plan (AIP) is to:

•

motivate and reward accomplishment of short-term business goals;

•

align executive focus on balanced revenue and Adjusted EBIDTA results.

Metrics

At the beginning of 2021, the Board, following a recommendation from the Compensation Committee, approved the AIP plan’s metrics and the performance targets that governed payouts. The Committee selected revenue and Adjusted EBITDA² (see note below for definition) metrics, with such factors weighted equally.

The Committee believes that this selection provided the appropriate balance of growth and profitability as the short-term focus for the executive team and was well aligned with stockholder priorities.

Performance targets were established for each metric that were intended to be challenging yet achievable with focus and strong execution. The targets were set to align with the annual operating plan and the full year guidance provided in Q1 2021.

AIP Target Opportunities & Payment Methodology

In 2021, with the creation of performance-based equity awards as part of our LTI Program, and in alignment with short-term incentive plans of peer group companies, the Compensation Committee agreed that the short-term AIP would be denominated 100% in cash. This approach is representative of a balanced pay mix for our executives, and is also in alignment with market benchmarks for total target cash compensation as compared to our peer group companies.

The Compensation Committee reviewed incentive opportunity at target for each NEO based in part on the market practices of similarly situated companies, the criticality of the role to the Company in the context of internal peer comparisons as well as the overall total direct compensation objectives for the business. Based on this review, it was determined that the target opportunity percentage for each executive (other than Mr. Krepsik, who was hired in

The Compensation Committee recommended and the Board approved revenue and Adjusted EBITDA as the corporate financial performance measures that supported our annual operating plan. We define (i) “revenue” as GAAP revenue as reflected in our quarterly and annual financial statements; and (ii) “Adjusted EBITDA” as net income (loss) adjusted for stock-based compensation, depreciation and amortization, interest expense, other income (expense) net, provision for (benefit from) income taxes, net change in fair value of escrowed shares and contingent consideration, enterprise resource planning software implementation costs, charges related to certain acquisition related costs, impairment of capitalized software development costs and restructuring charges, and as applicable, other special items.

2021) would remain unchanged for the 2021 AIP. The target is expressed as a percentage of base salary as outlined below.


NEO	2020 Target Incentive as % of base salary			2021 Target Incentive as % of base salary
Steven Boal		100	%		100	%
Scott Raskin		100	%		100	%
Pamela Strayer		75	%		75	%
Matthew Krepsik⁽¹⁾		—	%		75	%
Connie Chen		60	%		60	%

⁽¹⁾

Mr. Krepsik’s bonus opportunity is reflective of his compensation at the time of promotion to the Chief Technology Officer role. Upon promotion, his bonus opportunity moved from 60% to 75%. His annual bonus was pro-rated to reflect the portion of the year during which he was employed with the Company, as well as the bonus opportunity applicable to him prior to and following his promotion to the role of Chief Technology Officer.

Plan Formula

At the start of the year, the Compensation Committee approved the goals and performance levels to be evaluated under the plan. Revenue and Adjusted EBITDA are considered key to the underlying health of the business and aligned with long-term stockholder success. Achievement in each metric was assessed and expressed as a percentage of the target, weighted equally (at 50% for each metric). At the end of the year, performance was evaluated against the pre-established goals. The Compensation Committee believes that this focus on growth and profitability provides for balanced decision making and business discipline.

Payout under the AIP is determined as the average of the Company’s attainment of Revenue and Adjusted EBITDA metrics. Under this blended performance calculation, both metrics together must achieve a threshold of 75% to fund an incentive payout. The results are then correlated to a payout scale to determine the final payout against plan. The Revenue performance scale above and below target is narrowed such that threshold and maximum milestones are approximately 93% and 107% respectively, corresponding to funding levels of 75% and 125% respectively. This funding curve reflects our commitment to pay for strong performance, while not motivating excessive risk-taking by leaders. At the time that the goals were set, the Committee believed that the threshold, target and stretch goals would require significant operating performance by the business leaders.

The Compensation Committee believes that balanced financial metrics for incentive compensation continue to drive business performance aligned to continued growth and profitability. The Revenue and Adjusted EBITDA targets are consistent with the Company’s strategic goals and are designed to be challenging, yet achievable with strong performance.

In 2021, the Company was working through a business transformation, which resulted in accounting changes that moved revenue recognition of certain products from gross revenue to net revenue. As our business evolves, we may offer new capabilities, pricing, service models, process and delivery methods to advertisers and retailers. These new capabilities may continue to change the way we generate and/or recognize revenue, which could impact our operating results. As a result of these changes, and the application of the accounting rules relating to such changes, in 2021 we began recognizing certain media revenue on a net

basis. We assumed that such revenue would be recognized on a gross basis when setting the AIP revenue target.

Despite this change in revenue recognition methodology, the Committee did not adjust the AIP targets. However, as part of the final calculation, the Committee approved a final revenue achievement that aligned to the original gross revenue-recognition assumption for the subset of 2021 revenues that was affected by this accounting methodology change.

The following tables summarize the performance – payout formula as it was applied in 2021.


2021 AIP Performance Payout Scale
Achievement	Revenue Attainment		Adjusted EBITDA Attainment		Payout%
Maximum		585M		83M	125%
Target		545M		66M	100%
Threshold⁽¹⁾		505M		50M	75%

⁽¹⁾	Either metric can fall below 75% of target and the plan will still pay out, as long as average of both metrics is above the 75% threshold.


Actual 2021 AIP Performance Achievement
Metric	Target $M		Actual Achievement						Weight %			Weighted Blended Achievement %
Metric	Target $M		$M			%			Weight %			Weighted Blended Achievement %
Revenue		545		526	⁽¹⁾		88	%		50	%		44.0	%
Adjusted EBITDA		66		41	⁽²⁾		62.0	%		50	%		31.0	%
Blended Performance													75.0	%

⁽¹⁾

As noted above, the Compensation Committee increased Revenue performance results by $4,911,567 to reflect the Revenue that would have been recognized if the Company had not made mid-year modifications to the structure of certain product offerings during 2021 which, under the applicable accounting rules, reduced the amounts that the Company characterized as Revenue.

⁽²⁾

Because the calculation of Adjusted EBITDA takes into account amounts payable under the AIP, there was a circularity in the calculation of the level of achievement of the Adjusted EBITDA performance goal. As of the end of 2021, the Company was accruing AIP bonus at approximately 75-80% of the target level of performance, which would have resulted in achievement of a blended performance level of 74.64%. Since this result would have resulted in non-achievement of the 75% AIP threshold for executive officers, the Company reversed approximately $1.28 million that had been accrued for executive officers under the AIP. This reduction in the accrual of AIP bonuses resulted in an Adjusted EBITDA of approximately $41.37 million and a blended achievement rate of approximately 75.6%, falling above the 75% threshold.

Actual Annual Incentive Payouts

Final financial performance for 2021 funded the Annual Incentive Plan (AIP) at 75% as outlined in the plan design. The Compensation Committee approved the cash payment based on financial results as compared to the plan design.

The NEO payout awards were denominated in cash in accordance with the plan design described above and as outlined in the following table. We did not apply an individual performance factor into the final calculation, preferring to hold all executive leaders accountable to total company performance.


Name	Target Opportunity $		Payout %			Payout Value $
Steven Boal		500,000		75	%		375,000
Scott Raskin⁽¹⁾		465,000		75	%		345,977
Pamela Strayer		337,500		75	%		253,125
Matthew Krepsik⁽²⁾		281,250		75	%		138,198
Connie Chen⁽¹⁾		228,000		75	%		170,446

⁽¹⁾	Payout for Mr. Raskin and Ms. Chen was pro-rated to account for their change in base salary effective April 1, 2021.

⁽²⁾	Payout for Mr. Krepsik was pro-rated for his April 26, 2021 hire date and his AIP target was also prorated based upon the bonus opportunity applicable to him during his time as his Chief Analytics Officer and then his promotion as Chief Technology Officer effective June 1, 2021.

Long-Term Incentive Program

Purpose

Long-term incentive awards are denominated 100% in equity to:

•

motivate and reward sustainable long-term performance;

•

align delivered long-term pay with the returns experienced by stockholders; and

•

attract and retain talent.

Program Design & Metrics

Following its comprehensive review of executive compensation programs in 2020 in response to stockholder feedback, the Compensation Committee implemented a new LTI program for executive team members in 2021.

The LTI program was enhanced by introducing objective, quantitative performance conditions to the vesting of awards, making a portion of the equity awards performance-based restricted stock units (“PSUs”).

Fifty percent of each NEO’s 2021 annual LTI grant is subject to the Company achieving two quantitative performance objectives over a three-year period, as described in further detail below. The Compensation Committee selected Gross Margin dollars combined with a stock price modifier to govern payouts. The three-year targets are challenging but in alignment with the three-year financial plan.

The grant of the PSUs is intended to create a multi-year performance assessment with goals set at threshold, target, and maximum payout. The threshold for payment with respect to the PSU awards is set at 75% attainment of the Gross Margin goal, with maximum payout capped at 200% against the Gross Margin goal. At the end of the three-year assessment period, any achievement below threshold would result in no payout and all PSUs would be forfeited.

The stock price modifier metric was designed to further align executive incentive to stockholder interests and was deemed to be a stretch goal with significant effort required to achieve targets. Further, meeting or exceeding the stock price hurdle would have no impact on the PSU payout, but not achieving the stock price goal would reduce the final payout by 20%, regardless of achievement against the Gross Margin metric.

As part of a transition from a one-year program to a multi-year program, the 2021LTI program includes an evaluation of performance at the end of year 2 to create alignment to sustained improvement in Gross Margin dollars if specific targets are achieved at that point. If Gross Margin target metric(s) were achieved at the 2-year intermediate assessment, executives would earn a portion of their PSUs in advance. Further detail of the performance conditions applicable to the PSU awards is outlined in the following table.


Goal	Metric	Plan Characteristics & Payout
Assess Operating Performance	Gross Margin Dollars	Aligned to 3 year operating plan • Metrics set at threshold, target, and maximum • Broad payout range at target to avoid consequences for performance close to target • Gross Margin performance will be assessed at interim 2-year mark and if at-or-above target, an interim payout would be earned
Align to Stockholder Interest	Stock Price Modifier	Aligned to stockholder interest • Intended to be an aggressive goal • Avoids volatility of point-in-time measurements • Mitigates exposure to extraordinary impacts in final assessment year

The remaining fifty percent of each grant was denominated in the form of RSUs subject to time-based-restrictions with a four-year ratable vest, consistent with the 2020 LTI program approach. The Compensation Committee believes that RSUs help stabilize retention during periods of stock price volatility.

Upon vesting, the PSU and RSU awards become settled in the form of common stock of the Company.

Target Opportunities

When determining the size of the awards, the Compensation Committee considers the executive’s position and responsibilities, their equity holdings, potential incentive and retention value, competitive market data, the executive’s anticipated future contribution to our success, and internal pay equity. Equity awards are also designed to ensure that executives’ long-term interests are aligned with stockholders’ interests.

Generally, all equity awards granted by the Compensation Committee have the grant date and vesting commencement date of the first of the month following approval. All annual grants of RSUs vest quarterly over four years from the vesting commencement date. All new hire grants of RSUs will vest ¹⁄₄ after one year and then vest quarterly over the following three years. All equity awards granted to our executive officers are subject to our Stock Ownership Guidelines.

The Compensation Committee established opportunity targets for each NEO based on a review of the market data provided by the Compensation Consultant, individual performance, current equity holdings, dilution relative to market practice, and total direct compensation mix.

The table below shows the approximate grant date fair value of the PSU and RSU grants approved by the Compensation Committee, as well as the number of shares of Company common stock which the NEO is eligible to receive upon vesting of such grant.


2021 LTI NEO Grants

Name	RSUs⁽¹⁾				PSUs⁽²⁾				Total LTI
Name	$		#		$		#		$
Steven Boal		2,500,000		177,809		2,500,000		177,809		5,000,000
Scott Raskin		1,400,000		99,573		1,400,000		99,573		2,800,000
Pamela Strayer		1,400,000		99,573		1,400,000		99,573		2,800,000
Matthew Krepsik⁽³⁾		1,428,000		85,000		974,100		85,000		2,402,100
Connie Chen		750,000		53,342		750,000		53,342		1,500,000

⁽¹⁾

The Compensation Committee approved equity awards for the executive officers (other than Mr. Krepsik) with a fixed grant date dollar value. The number of units granted subject to the PSU and RSU was determined based upon the closing stock price of the Company’s common stock on the grant date (March 1, 2021), which was $14.06.

⁽²⁾

This table reflects the number of shares of Company common stock payable to the NEOs with respect to the PSU awards based upon achievement of target performance levels. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for GAAP accounting purposes, the 2021 Summary Compensation Table does not reflect the same PSU values as this table. PSUs shown here are also not reflective of actual payout amounts, which will still be determined at the close of the specific measurement period. Actual payout could be greater or less than what is illustrated here, dependent on the outcome of the applicable LTI performance metrics.

⁽³⁾

As a new hire, Mr. Krepsik was granted RSUs representing a right to receive 85,000 shares on May 1, 2021. This award will (i) fully vest with respect to 10,000 RSUs on May 1, 2022, and (ii) with respect to the remaining 75,000 RSUs will vest with respect to 25% of such RSUs on May 1, 2022, and in equal quarterly installments thereafter until May 1, 2025. Upon promotion to Chief Technology Officer on June 1, 2021, Mr. Krepsik was awarded an additional 85,000 shares denominated in PSUs to align him to the LTI all executives participate in. His PSUs will follow the same terms of the program with respect to performance metrics as outlined above.

2022 Compensation Changes

Following its review of the executive compensation program and the Company’s long-term business strategy, and in response to feedback from stockholders, the Compensation Committee approved the changes described below effective for 2022. Because these changes went into effect in 2022, their impact will not be reflected in this proxy statement; rather, their impact will be reflected in the 2023 proxy statement.

Revisions to Peer Group for Pay Decisions in 2022

In accordance with our normal practice, the Compensation Committee reviewed a peer group analysis prepared by Compensation Consultant to support pay decisions in 2022. As a result, the Compensation Committee adjusted the peer group criteria for revenue and market capitalization to better align to Quotient’s financial growth metrics. No changes were made to the peer group companies.

Revised Peer Group Criteria for Pay Decisions in 2022


Element	Description	Current Criteria	2022 Criteria
Revenue	Trailing Twelve Month (“TTM”) revenue is within a comparable range of Quotient’s revenue.	Generally between 0.5x and 4.0x ($200M to $1.6B) of Quotient revenue.	Generally between 0.5x and 3.7x ($300M to $2B) of Quotient revenue.

Market Capitalization	Market capitalization is within a comparable range of Quotient’s market capitalization.	Generally between 0.5x and 4.0x ($500M to $4.0B) of Quotient market capitalization.	Generally between 0.5x and 4.0x ($500M to $4.1B) of Quotient market capitalization.

Compensation Approach 2022

Base Pay and Bonus Opportunities

Following a thorough annual review of market data and peer group companies, the CEO proposed and the Compensation Committee agreed not to change base pay or Annual Incentive Plan (AIP) targets for NEOs in 2022. In determining compensation for our NEOs, the Compensation Committee considers many variables each year when determining any respective changes to base pay, including recommendations from the CEO.

The Compensation Committee believes that continued focus on pay-for-performance through at-risk incentive compensation is highly motivational for Quotient executives and further aligns company strategy to stockholder interest.

Compensation Committee Role

The Compensation Committee regularly reviews the philosophy and goals of our executive compensation programs to ensure they align with company objectives and strategy. Typically, our CEO makes compensation recommendations for NEOs and other members of the executive leadership team for approval by the Compensation Committee. The CEO does not participate in recommendations nor discussions relating to his own compensation.

The Compensation Committee, with the assistance of an independent consultant, considers multiple factors including market data from a defined peer group, broader survey data reflecting companies of a similar profile, company and individual performance, stockholder feedback, and judgement on what is in the best interests of the Company in making recommendations on CEO pay for approval by the Board.

Independent Compensation Consultant

The Compensation Committee retained the Compensation Consultant, Aon, to assist in providing market data, analysis and advice on executive and director compensation, and related governance matters, as an independent advisor. Aon and its affiliates did not provide any services to Quotient in 2021 other than executive and director compensation consulting for the Compensation Committee.

The Compensation Committee determined that Aon, as well as its lead individual consultant that advises Quotient, satisfied the independence factors specified in the NYSE listing rules. The Committee also determined that the work performed by Aon in 2021 did not raise any conflict of interest.

Stock Ownership Guidelines

Under our stock ownership guidelines, the CEO and all other NEOs are expected to accumulate and maintain a meaningful level of share ownership. Shares may be owned directly, owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse or children. Under the guidelines, the CEO is expected to own shares of Quotient common stock equal to the lesser of (i) a value equal to five times the CEO’s annual base salary and (ii) 200,000 shares; and all other NEOs are expected to own shares of Quotient common stock equal to the lesser of (i) a value equal to one times his or her annual base salary and (ii) 30,000 shares. Each NEO, including the CEO, is required to meet these expectations within 5 years of first becoming subject to the stock ownership guidelines.

As of December 31, 2021, Messrs. Boal and Raskin and Ms. Chen have already satisfied the stock ownership guidelines, and we believe Mr. Krepsik is on track to meet the objective within the required time frame.

The ownership guidelines are shown in the table below.


Name		Guideline
Steven Boal		Lesser of 5 x salary or 200,000 shares
Scott Raskin		Lesser of 1 x salary or 30,000 shares
Pamela Strayer⁽¹⁾		N/A
Matthew Krepsik⁽²⁾		Lesser of 1 x salary or 30,000 shares
Connie Chen		Lesser of 1 x salary or 30,000 shares

⁽¹⁾	Ms. Strayer resigned from the Company effective April 5, 2022.

⁽²⁾	Mr. Krepsik was promoted to his role as Chief Technology Officer on June 1, 2021, at which time he became subject to the stock ownership guidelines.

Consideration of Risk

The Compensation Committee conducted a risk assessment of Quotient’s compensation policies and practices which included a report from the Compensation Consultant. The Compensation Committee concluded that Quotient’s compensation programs are not reasonably likely to have a material adverse impact on Quotient, its business and its value. Specifically, the Committee noted the following:

•

Good balance of fixed and variable pay does not encourage excessive risk taking

•

Good mix of short-term and long-term pay for officers prevents undue focus on short-term results, and overlapping vesting periods for equity awards exposes management to consequences of decision-making during the period in which any risks would materialize

•

Revenue and Adjusted EBITDA metrics fund the Annual Incentive Plan, and payouts are subject to a maximum cap

•

Executive compensation is reviewed annually, including updates to the peer group

•

Compensation Committee retains an independent compensation consultant

•

Robust share ownership guidelines for executive officers

•

Existence of a company-wide Code of Conduct Policy

•

Robust prohibition against short sales, hedging and pledging activity

Severance and Change of Control

We believe that severance and change of control protections play valuable roles in attracting and retaining executive officers. The Company entered into severance and change of control agreements (each a “Change of Control Severance Agreement” and collectively the “Change of Control Severance Agreements”) with Messrs. Boal, Raskin and Krepsik and Mses. Strayer and Chen. Details of the severance payments that apply in the event of terminations inside and outside a change of control period are detailed under “Potential Payments upon Termination, Change of Control or Certain Other Events”. As part of a standard periodic review, all change of control agreements underwent analysis against market and peer benchmarks. No changes were made to the Change of Control Severance Agreements with our CEO or any of our other NEOs in 2021. However, in April 2022 changes were made to the Change of Control Severance Agreements of Messrs. Raskin and Krepsik, and Ms. Chen. Pease see “Potential Payments upon Termination, Change of Control or Certain Other Events”.

Tax and Accounting Implications

Under Financial Accounting Standard Board ASC Topic 718 we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.

Section 162(m) of the Code places a limit of $1 million on the amount of compensation deductible by a company in any one year with respect to compensation paid to certain of its officers, called covered employees. To maintain flexibility in compensating our executive officers in a manner that promotes varying corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible, particularly given that the Company currently carries net operating losses.

Other Benefits

Our NEOs are eligible to participate in the same broad-based retirement, health and welfare, and business expense reimbursement policies as other full-time salaried employees.

In certain circumstances, when necessary for business purposes, we may provide additional assistance for executive relocation circumstances.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, our Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Submitted by the Compensation Committee of the Board:

Andrew Gessow (Chairperson)

David Oppenheimer

Eric D. Higgs

SUMMARY COMPENSATION TABLE

The following table provides information regarding all plan and non-plan compensation awarded to, earned by, or paid to, each of our NEOs during the year ended December 31, 2021, December 31, 2020 and December 31, 2019. Except as specified, the footnote disclosures below generally relate only to compensation for 2021. We included footnotes to compensation for prior years in the proxy statements relating to those years.


Name and Principal Position	Year		Salary ($)		Stock Awards ($)⁽¹⁾		Option Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)⁽³⁾		All Other Compensation ($)			Total ($)
Steven Boal		2021		500,000		2,499,995		—		375,000		6,000	⁽⁴⁾		3,380,995
Founder, Chief Executive Officer and Member of the Board of Directors		2020		500,000		2,499,986		1,999,575		—		7,032			5,006,593
		2019		441,218		1,797,900		1,500,401		—		6,552			3,746,071
Scott Raskin		2021		461,250		1,399,996		—		345,977		6,000	⁽⁴⁾		2,213,223
President		2020		450,000		1,849,992		1,624,655		—		57,032			3,981,679
		2019		224,567		4,267,493		4,016,217		40,018		5,874			8,554,169
Pamela Strayer⁽⁶⁾		2021		450,000		1,399,996		—		253,125		—			2,103,121
Former CFO & Treasurer		2020		450,000		168,743		—		—		100,552			719,295
		2019		75,000		1,499,999		1,499,613		—		92			3,074,704
Matthew Krepsik⁽⁵⁾		2021		254,545		1,388,900		—		138,198		6,000	⁽⁴⁾		1,787,643
Chief Technology Officer and Chief Executive Officer—Designee
Connie Chen		2021		378,750		749,989		—		170,446		6,000	⁽⁴⁾		1,305,185
GC, Compliance Officer and Secretary		2020		368,804		712,492		599,871		—		6,552			1,687,719

⁽¹⁾

The amounts reported in this column for 2021 reflect the aggregate grant date fair value of RSUs and PSUs granted during the year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 10 to our notes to consolidated financial statements included in our Annual Report on Form 10-K as of December 31, 2021, as filed with the SEC on March 1, 2022. In accordance with SEC rules, the amounts included in this column for the PSU awards granted during 2021 are calculated based on the probable outcome of the performance conditions. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Note that the amounts reported in this column reflect the accounting cost for these stock awards, and do not correspond to the actual economic value that may be received by the NEOs from them. The value of the PSUs granted in 2021, assuming that the highest level of performance conditions will be achieved, is as follows: $4,722,607 for Mr. Boal, $2,644,659 for Mr. Raskin, $2,644,659 for Ms. Strayer, $1,700,000 for Mr. Krepsik, and $1,416,777 for Ms. Chen.

⁽²⁾	The amounts reported in this column for 2021 reflect the aggregate grant date fair market value of the options granted during the year, as computed in accordance with FASB ASC Topic 718.

⁽³⁾	The amounts reflected in this column for 2021 represent cash payments earned under our Annual Incentive Plan. For more information please see “Executive Compensation—Compensation Elements – Annual Incentive Plan.”

⁽⁴⁾	The amount reported represents 401(k) matching contributions.

⁽⁵⁾	Mr. Krepsik was hired as Chief Analytics Officer effective as of April 26, 2021, and was appointed the Company’s Chief Technology Officer in June 2021.

⁽⁶⁾	Ms. Strayer resigned as CFO and Treasurer effective April 5, 2022.

GRANT OF PLAN-BASED AWARDS

The following table provides information regarding grants of plan-based awards to our NEOs during Fiscal 2021:


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾		Grant Date Fair Value of Stock And Option Awards ($)⁽⁴⁾
Steven Boal		—		375,000		500,000		625,000		—		—		—		—		—
		3/1/2021		—		—		—		133,356		177,809		355,618		—		—
		3/1/2021		—		—		—		—		—		—		177,809		2,499,995
Scott Raskin		—		348,750		465,000		581,250		—		—		—		—		—
		3/1/2021		—		—		—		74,679		99,573		199,146		—		—
		3/1/2021		—		—		—		—		—		—		99,573		1,399,996
Pamela Strayer		—		253,125		337,500		421,875		—		—		—		—		—
		3/1/2021		—		—		—		74,679		99,573		199,146		—		—
		3/1/2021		—		—		—		—		—		—		99,573		1,399,996
Matthew Krepsik				210,938		281,250		351,563		—		—		—		—		—
		8/1/2021		—		—		—		63,750		85,000		170,000		—		—
		5/1/2021		—		—		—		—		—		—		75,000		1,225,500
		5/1/2021		—		—		—		—		—		—		10,000		163,400
Connie Chen		—		171,000		228,000		285,000		—		—		—		—		—
		3/1/2021		—		—		—		40,006		53,342		106,685		—		—
		3/1/2021		—		—		—		—		—		—		53,342		749,989

⁽¹⁾	In 2021, the Company changed its Annual Incentive Plan to denominate payout in 100% cash to all NEOs; therefore, all amounts reflect cash, if any, issued under the Company’s Annual Incentive Plan. These amounts represent the threshold, target and maximum cash award levels set in 2021 under the AIP.

⁽²⁾

The PSU awards, which were issued under the 2013 Plan, are subject to vesting based upon the Company’s performance against certain performance metrics during the period beginning on January 1, 2021 and ending on December 31, 2023. The PSU awards vest with respect to 75% of the target number of PSUs for threshold performance, 100% for target performance, and 200% for maximum performance; provided that (i) up to one-third of the maximum possible PSUs may be deemed “banked” based upon Company performance which is at or above target as of December 31, 2022, and such PSUs have the potential to become vested even in the event that performance goals have been met at less than threshold level as of December 31, 2023, and (ii) the final payment of these awards may be adjusted downward by 20% based upon the Company’s performance against certain performance metrics. The numbers reflected in this column do not reflect any 20% downward adjustment as described herein. With the exception of certain qualifying terminations of employment (as described under “Potential Payments upon Termination, Change of Control or Certain Other Events,” the executive generally must provide service through the vesting date in order to vest in his or her PSUs.

⁽³⁾

The RSUs granted under the 2013 Plan to each of the NEOs (other than Mr. Krepsik) in 2021 were granted subject to time-based vesting in quarterly installments over the four year period beginning on March 1, 2021, provided that the executive remains continually employed through each applicable vesting date. Mr. Krepsik’s May 1, 2021 award of 75,000 RSUs shall vest with respect to 25% of the award on May 1, 2022, and in equal quarterly installments thereafter until the May 1, 2025, and his May 1, 2021 award of 10,000 RSUs shall vest in full on May 1, 2022, in each case, subject to his continuous employment through each applicable vesting date.

⁽⁴⁾

The amounts reported in this column reflect the grant date values of stock awards made to our NEOs computed in accordance with with FASB ASC Topic 718. If the outcome of the performance conditions as of the date of grant had been maximum performance, then the grant date fair value of the PSUs would have been as follows: $4,722,607 for Mr. Boal, $2,644,659 for Mr. Raskin, $2,644,659 for Ms. Strayer, $1,700,000 for Mr. Krepsik, and $1,416,777 for Ms. Chen. The assumptions used to calculate these amounts are discussed in Note 10 to our notes to consolidated financial statements included in our Annual Report on Form 10-K as of December 31, 2021, as filed with the SEC on March 1, 2022.

Executive Employment Arrangements

Steven Boal

We have not entered into an employment agreement with Steven Boal, our Chief Executive Officer, and his employment is at-will. Mr. Boal’s base salary as of December 31, 2021 was $500,000 and his annual target bonus was 100% of his base salary. Mr. Boal is also eligible to participate in the employee benefit plans made available to most of our other employees.