Form DEF 14A Alteryx, Inc. For: May 13

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

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March 31, 2021

To Our Stockholders:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Alteryx, Inc. The meeting will be held at the Marriott Irvine Spectrum, 7905 Irvine Center Drive, Irvine, California 92618, on Thursday, May 13, 2021 at 8:00 a.m. Pacific Time. We are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials have issued because of the continuing coronavirus disease (COVID-19) situation. As a result of COVID-19, we may impose additional procedures or limitations on meeting attendees (beyond those described in this proxy statement) or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., a virtual-only Annual Meeting). We plan to announce any such updates through a press release and on our proxy website at www.proxyvote.com, and we encourage you to check this website prior to the Annual Meeting if you plan to attend. We intend to hold the 2022 Annual Meeting of Stockholders in person next year.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, proxy statement, our annual report and proxy card, each of which is enclosed.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares in person.

We currently intend to hold the Annual Meeting in person, and you are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet or by telephone or, if you received a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting in person at the Annual Meeting, or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON THURSDAY, MAY 13, 2021: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.

This proxy statement contains forward-looking statements, including but not limited to, forward-looking statements that involve risks and uncertainties, including statements regarding our guidance for the full year 2021; our ability to assist our customers with their digital transformation efforts; our ability to scale our products and operations and introduce new product innovation; our ability to execute our long-term growth strategy; the success of our management transitions; our plans for corporate social responsibility, including policies and reporting on our diversity and inclusion efforts; the potential success of our strategic alliances and other future events. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors, including, but not limited to, risks and uncertainties associated with the COVID-19 pandemic; our ability to manage our growth and the investments made to grow our business effectively; our history of losses; our ability to retain and expand our talent base, particularly our sales force and software engineers, and increase their productivity; our ability to evolve our go-to-market approach; our dependence on our software platform for substantially all of our revenue; our ability to attract new customers and retain and expand sales to existing customers; our ability to develop and release product and service enhancements and new products and services to respond to rapid technological change in a timely and cost-effective manner; intense and increasing competition in our market; the rate of growth in the market for analytics products and services; our ability to establish and maintain successful relationships with our channel partners; our dependence on technology and data licensed to us by third parties; risks associated with our international operations; our ability to develop, maintain and enhance our brand and reputation cost-effectively; litigation and related costs; security breaches; other general market, political, economic and business conditions; and other risks and uncertainties listed in our Annual Report on Form 10-K for the year ended December 31, 2020 and other reports filed with the U.S. Securities and Exchange Commission to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

This summary highlights information contained elsewhere in this proxy statement. You should read the entire proxy statement before voting.

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

The accompanying proxy is solicited on behalf of the board of directors of Alteryx, Inc. for use at our 2021 Annual Meeting of Stockholders, or Annual Meeting, to be held at the Marriott Irvine Spectrum, 7905 Irvine Center Drive, Irvine, California 92618, on Thursday, May 13, 2021 at 8:00 a.m. (Pacific Time), and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting, or Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about March 31, 2021. An annual report for the year ended December 31, 2020 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials. In this Proxy Statement, we refer to Alteryx, Inc. as “Alteryx,” “we” or “us.” References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is not intended to be incorporated into this Proxy Statement.

In accordance with U.S. Securities and Exchange Commission, or SEC, rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.

You are receiving this Proxy Statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

Only holders of record of our Class A common stock and Class B common stock at the close of business on March 19, 2021, or the Record Date, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 59,066,852 shares of Class A common stock and 8,003,630 shares of Class B common stock outstanding and entitled to vote. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters.

The holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of Class A common stock represents one vote and each share of Class B common stock represents ten votes. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee.

Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast, which means that the three individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL”, “WITHHOLD ALL” or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Approval, on a non-binding advisory basis, of the compensation of our named executive officers will be obtained if the number

of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Abstentions (shares present at the Annual Meeting and marked “abstain”) are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. A broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021 is considered a routine matter. The other proposals presented at the Annual Meeting are non-routine matters. Broker non-votes are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

Our board of directors recommends that you vote “FOR ALL” nominees in the election of the Class I directors named in this Proxy Statement, or Proposal No. 1, “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021, or Proposal No. 2, and “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement, or Proposal No. 3. None of our directors or executive officers has any substantial interest in any matter to be acted upon, other than Proposal No. 3 and elections to office with respect to the directors so nominated.

If you are a stockholder of record, you may:

Votes submitted by telephone or through the Internet must be received by 11:59 p.m. Eastern Time on May 12, 2021. Submitting your proxy, whether by telephone, through the Internet or, if you request or receive a paper proxy card, by mail will not affect your right to vote in person should you decide to attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the Internet or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign and return each proxy card you received to ensure that all of your shares are voted.

In light of the continuing COVID-19 situation, we strongly recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the Annual Meeting.

We will pay the expenses of soliciting proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.

We are strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders.

Our board of directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the governance of the company. Our Corporate Governance Guidelines are available without charge on the “Investors” section of our website, which is located at https://investor.alteryx.com, by clicking “Governance Documents” in the “Governance” section of our website. Our nominating and corporate governance committee reviews the Corporate Governance Guidelines periodically, and changes are recommended to our board of directors as warranted.

Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the nominating and corporate governance committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as appropriate. Our Corporate Governance Guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, our board of directors shall designate a “lead independent director” by a majority vote of the independent directors. In cases in which the chairperson and chief executive officer are the same person, the chairperson schedules and sets the agenda for meetings of our board of directors in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings. The responsibilities of the lead independent director include: presiding over executive sessions of independent directors, serving as a liaison between the chairperson and the independent directors, consulting with the chairperson regarding the information sent to our board of directors in connection with its meetings, having the authority to call meetings of our board of directors and meetings of the independent directors, being available under appropriate circumstances for consultation and direct communication with stockholders and performing such other functions and responsibilities as requested by our board of directors from time to time.

Currently, our board of directors believes that it should maintain flexibility to select the chairperson of our board of directors and adjust our board leadership structure from time to time. Mr. Stoecker served as both our Chief Executive Officer and Chairman of our board of directors prior to October 5, 2020. On that date, Mr. Stoecker resigned from his role as Chief Executive Officer and was appointed our Executive Chairman, and Mr. Anderson was appointed as our Chief Executive Officer. Mr. Stoecker also remains the Chairman of our board of directors, thereby continuing to provide our board of directors with an invaluable resource in his in-depth knowledge of our business, platform and operations and, more generally, the software technology industry. Mr. Cory continues to serve in his role as the lead independent director, maintaining a strong, independent and active board. As lead independent director, Mr. Cory presides over periodic meetings of our independent directors, serves as a liaison between the chairperson of our board of directors and the independent directors and

performs such additional duties as our board of directors may otherwise determine and delegate. Our board of directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our board of directors and sound corporate governance policies and practices.

Our board of directors, as a whole, has responsibility for risk oversight, although the committees of our board of directors oversee and review risk areas that are particularly relevant to them. The risk oversight responsibility of our board of directors and its committees is supported by our management reporting processes. Our management reporting processes are designed to provide our board of directors and our personnel responsible for risk assessment with visibility into the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity and tax), legal, regulatory, cybersecurity, privacy, compliance and reputational risks. Our board of directors reviews strategic and operational risk in the context of discussions, question and answer sessions and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting and evaluates the risks inherent in significant transactions. Our audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management.

Each committee of our board of directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus. Our audit committee reviews our major financial risk exposures, our internal control over financial reporting, our disclosure controls and procedures, legal and regulatory compliance and, among other things, discusses with management and our independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews matters relating to cybersecurity and data privacy and security and reports to our board of directors regarding such matters. Our compensation committee evaluates our major compensation-related risk exposures and the steps management has taken to monitor or mitigate such exposures. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices, the independence of our board of directors and reviews and discusses the narrative disclosure regarding our board of directors’ leadership structure and role in risk oversight. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.

The listing rules of the New York Stock Exchange generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors conducts an annual review of the independence of our directors. In its most recent review, and with respect to Anjali Joshi, in connection with her appointment to our board of directors, our board of directors determined that Kimberly E. Alexy, John Bellizzi, Charles R. Cory, Jeffrey L. Horing, Anjali Joshi, Timothy I. Maudlin and Eileen M. Schloss, representing seven of our nine directors, are “independent directors” as defined under the applicable rules, regulations and listing standards of the New York Stock Exchange and

the applicable rules and regulations promulgated by the SEC. Our board of directors has also determined that all members of our audit committee, compensation committee and nominating and corporate governance committee are independent and satisfy the relevant SEC and New York Stock Exchange independence requirements for such committees.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below.

Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available, without charge, upon request in writing to Alteryx, Inc., 3345 Michelson Drive, Suite 400, Irvine, California 92612, Attn: Corporate Secretary, or in the “Investors” section of our website, which is located at https://investor.alteryx.com, by clicking on “Governance Documents” in the “Governance” section of our website. Members serve on these committees until they resign or until otherwise determined by our board of directors.

 

The members of our compensation committee during the year ended December 31, 2020 included Mr. Anderson, Mr. Cory, Mr. Maudlin and Ms. Schloss. Concurrently with his appointment by our board of directors as our Chief Executive Officer, effective October 5, 2020, Mr. Anderson resigned from our compensation committee and Mr. Maudlin was appointed to our compensation committee. Except with respect to the foregoing, no member of our compensation committee in 2020 was at any time during 2020 or at any other time an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, or Regulation S-K. During 2020, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee.

Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During 2020, our board of directors met 12 times and acted by unanimous written consent seven times, the audit committee met six times, the compensation committee met six times and acted by unanimous written consent 11 times and the nominating and corporate governance committee met six times. During 2020, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served. During 2020, average director attendance at meetings of our board of directors was 95% and average director attendance for committees on which such directors served was 100% for each of the audit committee, compensation committee and nominating and corporate governance committee.

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. All members of our board of directors attended the 2020 annual meeting of stockholders.

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Our lead independent director, currently Mr. Cory, is the presiding director at these meetings.

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors or a specific member of our board of directors (including our chairperson or lead independent director, if any) may do so by letters addressed to the attention of our Corporate Secretary.

All communications are reviewed by the Corporate Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.

The address for these communications is:

Alteryx, Inc.

c/o Corporate Secretary

3345 Michelson Drive, Suite 400

Irvine, California 92612

In addition to the training and policy reacknowledgement described above, we have implemented mandatory anti-harassment and anti-corruption training, as well as more targeted compliance training, to address the compliance risks of specific roles and business functions. Employees and contractors are required to participate in these trainings and annually reacknowledge the related policies.

Further, to promote a high standard of ethical and professional conduct, we have engaged with a third party to administer an ethics reporting hotline where, as permitted by law, employees, contractors, customers and vendors may address or report any issues on a confidential and anonymous basis. Employees may choose how to address or report any issues or complaints, whether through their manager, their human resources business partner, by mail to our Compliance Officer, by email to a designated email address or through the reporting hotline or internet portal.

We recognize the importance of a thoughtful approach to corporate citizenship and sustainability. As we continue to develop our strategies and practices in these areas, we are also committed to maintaining and improving our current programs, including:

Through our employees. We believe data science and analytics change the world for the better. We also believe in supporting individual interests and the power of sharing, which is why our employee volunteer program provides 20 hours of paid time off for employees to help their cause of choice. Our employees are engaged in making a difference and we are proud of the variety of their activities. Whether sorting food or clothes at donation centers, providing expertise on data-driven projects or planting ferns, our employees donated more than 1,460 hours of their time in 2020.

In 2020, we launched Advancing Data and Analytics Potential Together, or ADAPT. ADAPT offers free data training to thousands of workers globally who have found themselves unemployed due to the COVID-19 pandemic in 2020. Every graduate is certified in the fundamentals of data analytics through Alteryx Core Certification and is given the opportunity to advance to the Udacity Nanodegree program in predictive analytics. This program is part of a broader drive to expand data literacy, upskill workers adversely impacted by the COVID-19 pandemic and educate a new wave of citizen data scientists to thrive in the data economy. As of March 15, 2021, ADAPT had upskilled more than 13,000 individuals across 143 countries. In recognition of ADAPT impact in 2020, Octane, a nonprofit organization dedicated to connecting people, resources, and capital, awarded us with a COVID-19 response award during its annual High Tech Awards, honoring innovation and support given to the Orange County community and beyond during the COVID-19 pandemic.

 

Diversity, Equity and Inclusion. We believe diversity and inclusion are key to continuing our success, and we seek employees who bring diverse backgrounds, experiences and perspectives to our company. As part of this process, our nominating and corporate governance committee has committed to include, in each search, qualified candidates for our board of directors who reflect diverse backgrounds, including diversity of gender, ethnicity and race. Our diversity and inclusion council, Alter.Us, encourages employees to engage with and support each other across our employee resource groups, or ERGs. Alter.Us and the ERGs focus on three key priorities: sharing ideas, elevating innovation and promoting authenticity and learning. To facilitate these priorities, we have hosted several trainings and workshops, including several hours of bias and awareness training in 2020 for all people leaders. As of February 15, 2021, we had eight ERGs: Women & Allies, BIPOC & Friends (black, indigenous and people of color), Veterans & Service, Caregivers, Alter.Eco (sustainability), Alter.Q (LGTBQ+), Interfaith Community and Early In Career.

In addition, in May 2020, we launched our Elevate program, a leadership development and diversity initiative, to help better identify and develop our top talent and future emerging leaders. This program was designed to complement our Alter.Us initiative to enhance diversity and inclusion awareness across the organization. In 2021, we hired a leader for corporate social responsibility to champion our strategy and build an ongoing framework for our diversity, equity and inclusion and environmental, social and governance efforts.

As of March 5, 2021, approximately 33% of our board of directors was female and, based on employee

self-identification, approximately 32% of our employee base was female. As of March 5, 2021, approximately 33% of our executive team and, based on employee self-identification, approximately 45% of our U.S. workforce was made up of underrepresented groups (Women, American Indian or Alaskan Native, Asian, Black or African American, Hispanic or Latinx, Native Hawaiian or other Pacific Islander or Multiracial).

Employee Compensation and Engagement. We strive to provide pay, comprehensive benefits and services that help meet the varying needs of our associates. Our total rewards package includes market-competitive pay, including equity compensation, paid time off, and other comprehensive and competitive global benefits. For example, in the United States, we provide 12 weeks of paid parental leave for all new parents (either through birth or adoption). And, for all of our associates, we offer competitive financial benefits and programming focused on aiding our associates with their financial wellness and retirement planning. To foster a stronger sense of ownership and align the interests of associates with our stockholders, we offer equity compensation to associates under our broad-based stock incentive programs and the opportunity for eligible associates in the United States to participate in an employee stock purchase plan. As of March 1, 2021, approximately 1,050 employees were eligible to participate in our employee stock purchase plan.

We also believe employees grow through a culture of transparency. At quarterly all-hands meetings, employees hear from executives on business performance, company vision and product innovation, and Mr. Anderson, our Chief Executive Officer, hosts frequent live ask-me-anything sessions at different times to accommodate and reach a variety of our office time zones.

To gauge how we are doing as a company, we distribute an annual engagement survey that invites employees to provide confidential feedback on their experience as an Alteryx employee. The insights from these survey results are used to measure sustainable employee engagement and are aggregated to understand how engaged, energized and enabled our employees are as a measure of culture. Periodic “pulse” surveys are subsequently distributed to gauge how we have reacted to and addressed the feedback received from the annual survey. The results of these surveys are shared with employees and more specific feedback is facilitated through our human resources business partners to specific teams or departments. In 2020, we ranked on the Great Place to Work UK best in technology list for superior office culture in our London office and we were named one of the 2020 Best Places to Work in Broomfield, Colorado.

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and corporate governance committee in accordance with the committee’s charter, our restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the criteria approved by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Additional Information—Stockholder Proposals to Be Presented at Next Annual Meeting.”

With the goal of developing a diverse, experienced and highly qualified board of directors, the nominating and corporate governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.

Because the identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. Federal or state legal, regulatory and the New York Stock Exchange listing requirements and the provisions of our restated certificate of incorporation, amended and restated bylaws, Corporate Governance Guidelines and charters of the committees of our board of directors. For example, under California law and depending upon the total size of our board of directors at such time, we are required to have a total of three directors who self-identify as members of an underrepresented community by the end of 2022.

When considering nominees, the nominating and corporate governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Through the nomination process, the nominating and corporate governance committee has committed to include, in each search, qualified candidates for our board of directors who reflect diverse backgrounds, including diversity of gender, ethnicity and race. The nominating and corporate governance committee also seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, sexual orientations and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal No. 1 below includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.

We conduct an annual self-evaluation process for our board of directors and its committees. As part of this process, each member of our board of directors annually participates by responding to written questionnaires, meeting individually with the nominating and corporate governance committee chair or meeting individually with a third party advisor to discuss their assessment of the performance of the board of directors and its committees, their own performance and the performance of fellow members of the board of directors. Each committee chair reviews with its committee the general and anonymized specific feedback received through that committee’s self-evaluation and the chair of our nominating and corporate governance committee shares general and anonymized specific feedback received with the full board of directors. Our board of directors then reviews and discusses the feedback.

Our board evaluation process is used:

 

Our board of directors currently consists of nine directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders held in 2022 and 2023, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the three Class I nominees named below, each of whom is currently serving as a director in Class I, be elected as a Class I director for a three-year term expiring at the 2024 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

 

The nominees and their ages, occupations and length of service on our board of directors as of March 31, 2021, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

The directors who are serving for terms that end after the Annual Meeting and their ages, occupations and length of service on our board of directors as of March 31, 2021 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

There are no family relationships among our directors and executive officers.

The following table provides information for the year ended December 31, 2020 regarding all compensation awarded to, earned by or paid to each person who served as a director for some portion or all of 2020, other than Mr. Stoecker, the Chairman of our board of directors and Executive Chairman. Mr. Stoecker is not included in the table below as he is an employee and receives no compensation for his service as a director. Mr. Anderson is included in the table below for compensation awarded to, earned by or paid to him in his capacity as a non-employee director until October 5, 2020, when he became our Chief Executive Officer. Following his appointment as Chief Executive Officer, Mr. Anderson no longer receives compensation in his capacity as a director. The compensation received by each of Messrs. Anderson and Stoecker as an employee is shown in the “Executive Compensation—Summary Compensation Table” below. Ms. Joshi is not included in the table below as she became a member of our board of directors in March 2021.

Our compensation arrangements for non-employee directors are reviewed periodically by our compensation committee and our board of directors. In addition, at the compensation committee’s direction, Radford, an Aon company and the compensation committee’s independent compensation consultant, provides a competitive analysis of director compensation levels, practices and design features as compared to the general market as well as our compensation peer group. There were no changes made to the non-employee director compensation policy in 2020. Our compensation committee and board of directors reviewed our non-employee director compensation policy in February and March 2021, respectively, and determined to increase the fee for the lead independent director from $15,000 to $20,000 and to increase the fees for the compensation committee chair from $12,000 to $15,000 and the compensation committee member from $6,000 to $7,500 to align with the median of the competitive market. Our compensation committee and board of directors also determined to increase the value of the Annual Award (as defined below) from $175,000 to $190,000 and the Initial Award (as defined below) from $350,000 to $380,000 to align with the median of the competitive market.

 

Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Each non-employee director is entitled to receive RSUs under our 2017 Equity Incentive Plan, or 2017 Plan, as described below. The policy and amounts described below are those that were in effect during fiscal year 2020.

Initial Award. Upon appointment to the board of directors, each new non-employee director appointed to the board of directors will be granted RSUs to be settled in shares of our Class A common stock with an aggregate value of $350,000, or the Initial Award.

The Initial Award will be granted effective on the date on or following the non-employee director’s appointment to the board of directors, or the Initial Award Grant Date.

The number of RSUs granted subject to the Initial Award will be calculated by dividing $350,000 by the average daily closing price of the Class A common stock for the ten business days ending on the day preceding the Initial Award Grant Date, rounding down to the nearest whole share.

One-third of the total RSUs subject to the Initial Award shall vest on the one-year anniversary of the Initial Award Grant Date, and, thereafter, one-third of the total RSUs subject to the Initial Award shall vest on each subsequent one-year anniversary, in each case, so long as the non-employee director continues to provide services to us through such date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred. The Initial Award shall accelerate in full upon the consummation of a Corporate Transaction (as defined in the 2017 Plan).

To the extent that an individual is initially appointed as a non-employee director at an annual meeting of our stockholders, he or she will be granted both an Annual Award, as described below, and an Initial Award. To the extent that an individual is initially appointed as a non-employee director at any other time, he or she will be granted both a Pro Rata Award, as described below, and an Initial Award.

Pro Rata Award. Upon appointment to the board of directors, each new non-employee director appointed to the board of directors will be granted RSUs to be settled in shares of the Class A common stock with an aggregate value equal to $175,000 multiplied by the quotient of (a) 12 minus the number of complete months since the date of the prior annual stockholder meeting (with one complete month calculated on the same day of a subsequent month as the annual stockholder meeting) divided by (b) 12, such amount being referred to as the Pro Rata Grant Amount, and such grant being referred to as the Pro Rata Award.

The Pro Rata Award will be granted effective on the Initial Award Grant Date.

The number of RSUs granted subject to the Pro Rata Award will be calculated by dividing the Pro Rata Grant Amount by the average daily closing price of the Class A common stock for the ten business days ending on the day preceding the Initial Award Grant Date, rounding down to the nearest whole share.

The Pro Rata Award shall fully vest on the earlier of (a) the date of our next annual meeting and (b) the date that is one year following the Initial Award Grant Date, in each case, so long as the non-employee director continues to provide services to us through such date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred. The Pro Rata Award shall accelerate in full upon the consummation of a Corporate Transaction.

Annual Award. On the date of each annual meeting of our stockholders, each non-employee director who will serve on the board of directors following such annual meeting will automatically be granted RSUs to be settled in shares of the Class A common stock with an aggregate value of $175,000, or the Annual Award.

The Annual Award will automatically be granted effective on the date of the annual meeting of our stockholders, or the Annual Award Grant Date.

The number of RSUs granted subject to the Annual Award will be calculated by dividing $175,000 by the average daily closing price of the Class A common stock for the ten business days ending on the day preceding the Annual Award Grant Date, rounding down to the nearest whole share.

The Annual Award shall fully vest on the earlier of (a) the date of the next annual meeting of our stockholders and (b) the date that is one year following the Annual Award Grant Date, in each case, so long as the non-employee director continues to provide services to us through such date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred. The Annual Award shall accelerate in full upon the consummation of a Corporate Transaction.

Cutback. Notwithstanding the foregoing, in the event that the Initial Award, the Pro Rata Award and/or the Annual Award granted in a calendar year, in the aggregate, would exceed such number of shares with an aggregate grant date value of $500,000, such amount being the current cap on equity awards or compensation included in the 2017 Plan with respect to non-employee directors, then, first, the Annual Award, if applicable, shall be reduced by an amount necessary to comply with such cap, and second, the Pro Rata Award, if applicable, shall be reduced by an amount necessary to comply with such cap.

Our audit committee has selected Deloitte & Touche LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the year ending December 31, 2021 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021 requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting. In the event that Deloitte & Touche LLP is not ratified by our stockholders, the audit committee will review its future selection of Deloitte & Touche LLP as our independent registered public accounting firm.

Deloitte & Touche LLP audited our financial statements for the year ended December 31, 2020. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting, will be given an opportunity to make a statement at the Annual Meeting and will be available to respond to appropriate questions.

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, Deloitte & Touche LLP will periodically rotate the individuals who are responsible for our audit.

During the years ended December 31, 2019 and 2020, fees for services provided by Deloitte & Touche LLP were as follows:

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were approved by our audit committee.

In accordance with the rules of the SEC, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our named executive officers. This non-binding advisory vote is commonly referred to as a “say on pay” vote. The non-binding advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement, will be determined by the vote of a majority of the voting power of the shares present or represented at the Annual Meeting and voting affirmatively or negatively on the proposal.

Stockholders are urged to read the “Executive Compensation” section of this Proxy Statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. The compensation committee and the board of directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion and the other related disclosures.”

As an advisory vote, this proposal is not binding. However, our board of directors and compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of February 28, 2021, by:

Ms. Joshi is not included in the table below as she became a member of our board of directors in March 2021.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares beneficially owned, subject to applicable community property laws.

Applicable percentage ownership is based on 58,942,098 shares of Class A common stock and 8,003,746 shares of Class B common stock outstanding as of February 28, 2021. Shares of our Class A common stock and Class B common stock subject to stock options that are currently exercisable or exercisable within 60 days of February 28, 2021 or RSUs that may vest and settle within 60 days of February 28, 2021 are deemed to be outstanding and to be beneficially owned by the person holding the stock options or RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is c/o Alteryx, Inc., 3345 Michelson Drive, Suite 400, Irvine, California 92612.

The names of our executive officers and key employees, their ages as of March 31, 2021 and their positions are shown below.

Our board of directors chooses executive officers, who then serve at the discretion of our board of directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers.

For information regarding Messrs. Anderson and Stoecker, please refer to “Proposal No. 1—Election of Directors.”

Kevin Rubin has served as our Chief Financial Officer since April 2016. Prior to joining us, Mr. Rubin served as Chief Financial Officer of MSC Software Corporation, an enterprise simulation software company, from July 2011 to April 2016. Mr. Rubin has also served as Chief Financial Officer for Pictage, Inc., DataDirect Networks, Inc. and MRV Communications, Inc. Mr. Rubin holds a B.A. in business economics with an emphasis in accounting from the University of California, Santa Barbara.

Scott Davidson has served as our Chief Operating Officer since December 2019. Prior to joining us, Mr. Davidson previously served as Chief Financial Officer of Docker, Inc., from June 2019 to November 2019, and as Chief Operating Officer and Chief Financial Officer of Hortonworks, Inc., a data software company, from July 2017 to January 2019 and exclusively as Chief Financial Officer from April 2014 to July 2017. Prior to that, Mr. Davidson served as Chief Financial Officer of Quest Software Inc., a software company, from 2007 to 2012. Mr. Davidson holds a B.S. in finance from Florida Atlantic University and an M.B.A. from the University of Miami.

Christopher M. Lal has served as our Chief Legal Officer since April 2019 and prior to that he served as our Senior Vice President and General Counsel since August 2016. Mr. Lal has also served as our Corporate Secretary since August 2016. Prior to joining us, Mr. Lal served as Vice President, General Counsel and Corporate Secretary for Tilly’s Inc., a publicly traded retail and ecommerce company, from October 2012 to July 2016. Prior to Tilly’s, Mr. Lal served as General Counsel for several companies, including Thompson National Properties, LLC, a real estate investment firm, Sunstone Hotel Investors, Inc., a publicly traded real estate investment trust, and RemedyTemp, Inc., a publicly traded provider of staffing solutions. He began his career as a corporate and securities attorney at O’Melveny & Myers LLP. Mr. Lal holds a B.A. from the University of California, Santa Barbara and a J.D. from the University of Southern California.

Suresh Vittal has served as our Chief Product Officer since February 2021. Prior to joining us, Mr. Vittal served in various roles at Adobe Inc., a software company, from September 2013 to February 2021, including most recently as Senior Vice President, Platform and Products. Prior to that, he served as Chief Product Officer at Neolane, Inc., a marketing technology provider, from October 2012 to September 2013. Prior to Neolane,

Mr. Vittal served as Vice President and Practice Leader at Forrester Research, Inc., a market research company, from June 2005 to October 2012. Mr. Vittal has an M.B.A. from Greenwich College, the University of Hull and an M.S. in computer information systems from Bentley College.

Olivia Duane Adams co-founded our company and has served as the Chief Advocacy Officer since December 2020. Previously, Ms. Adams served as the Chief Customer Officer from August 2011 until December 2020 and as the Executive Vice President, Marketing from our inception in March 1997 to August 2011. Prior to joining us, Ms. Adams served as a Sales Representative and an Account Manager for Strategic Mapping Inc. from March 1993 to June 1996. Ms. Adams also served as an Account Manager for Donnelley Marketing Information Services, a division of Dun & Bradstreet, Inc. Ms. Adams holds a B.S. in business administration and marketing from Castleton University.

Sharmila Mulligan has served as our Chief Strategy and Marketing Officer since September 2020 and prior to that she served as our Chief Strategy Officer since April 2019. Prior to joining us, Ms. Mulligan served as Founder and Chief Executive Officer at ClearStory Data Inc., a data analytics company, from September 2011 until April 2019. Prior to that, Ms. Mulligan served as Executive Vice President, responsible for the company’s marketing function, at Aster Data Systems, Inc., a data analytics company, from July 2009 until May 2011. Prior to Aster Data Systems, she served as Executive Vice President, Products and Marketing at Opsware Inc., a data center automation company, from 2006 until its acquisition in 2007 by Hewlett-Packard Company, where she served as Executive Vice President for HP Software Solutions until 2009. Ms. Mulligan has served on the board of directors of ConocoPhillips, an oil and gas exploration and production company, since July 2017. Ms. Mulligan holds a B.S. in computer science and a B.A. in economics from Northwestern University and an M.B.A. from the Kellogg School of Management at Northwestern University.

The following Compensation Discussion and Analysis describes the philosophy, objectives and structure of our compensation program for our principal executive officer, our principal financial officer, and our three most highly compensated executive officers (other than our principal executive officer and principal financial officer) during 2020. These individuals are referred to as our named executive officers. During 2020, these individuals were:

We are a leader in Analytic Process Automation, or APA. The Alteryx APA software platform unifies analytics, data science and business process automation in one self-service platform to accelerate digital transformation, deliver high-impact business outcomes, accelerate the democratization of data and rapidly upskill modern workforces. Our platform has been adopted by organizations across a wide variety of industries and sizes. As of December 31, 2020, we had approximately 7,100 customers in more than 90 countries, including over 760 of the Global 2000 companies, and we had 1,469 full-time associates, including approximately 420 associates located outside the United States.

We are proud of the work we have done in 2020 to accelerate our customers’ digital transformation efforts. In 2020, while delivering our core tools and our latest product innovations, Alteryx Analytics Hub and Alteryx Intelligence Suite, we also delivered financially, with growth in annual recurring revenue and revenue despite the impact of the COVID-19 pandemic on us, our partners and our customers. We believe this growth, together with the transitions in our management team as further described below, positions us favorably in 2021 and beyond.

We believe digital transformation cannot be successful without harnessing control of available data, and hundreds of thousands of users across our 7,100 customers leverage the simplicity and power of our software to facilitate and accelerate their transformation initiatives and deliver significant business value with the power of analytics and automation. We expect 2021 will be a year of transformation for us as we continue to scale and evolve to meet these and other needs of our customers. With a focus on our next phase of accelerated growth, we began our transformation in 2020 with the addition of Mr. Anderson as our new Chief Executive Officer. In 2021, we intend to evolve our go-to-market approach to focus on the highest potential companies, emphasize customer success and post-sales support, and collaborate with strategic partners. To capitalize on our potential market opportunity, we have made stage-appropriate changes throughout the organization and expect to continue to add strong talent throughout 2021. We also expect 2021 to be a year of investment in product innovation with our new Chief Product Officer, Suresh Vittal, leading near and long-term product strategy and vision. The following illustrates the actions taken in 2020 and early 2021 to facilitate the achievement of our 2021 strategic business, financial and product innovation objectives:

 

For the fiscal year ended December 31, 2020, additional business highlights include the following:

Effective as of October 5, 2020, Mark Anderson, a seasoned executive and member of our board of directors, was appointed our Chief Executive Officer and Dean A. Stoecker resigned from his role as Chief Executive Officer and was appointed our Executive Chairman.

Our board of directors worked carefully to ensure a smooth leadership transition in connection with Mr. Stoecker’s resignation from his role as our Chief Executive Officer. As part of a succession plan, Mr. Stoecker remains as the Chairman of our board of directors. The appointment of Mr. Anderson, who has served as a member of our board of directors since 2018 and is deeply familiar with our business, enables us to benefit from continuity in leadership. We believe Mr. Anderson has extensive industry knowledge and highly relevant experience that is fundamental to our continued growth and commitment to the creation of sustainable stockholder value. See “—Executive Officer Transitions and Agreements” below for a detailed discussion of these developments and the compensation provided to each of Messrs. Anderson and Stoecker in their respective capacities as Chief Executive Officer in 2020.

Robert S. Jones was our President and Chief Revenue Officer through December 31, 2020, following which date he ceased serving in such roles and terminated employment with us in February 2021.

Mr. Anderson was appointed our Chief Executive Officer effective October 5, 2020. In developing the compensation package for Mr. Anderson, the compensation committee reviewed an analysis of competitive market data prepared by Radford, the compensation committee’s independent compensation consultant, and gave careful consideration to, among other factors, the compensation structure and levels that were deemed reasonable and necessary to incentivize Mr. Anderson to assume the role of our Chief Executive Officer, the role and responsibilities of our Chief Executive Officer position, Mr. Anderson’s depth of knowledge and unique ability to execute on the company’s strategy given his prior experience as President at Palo Alto Networks, Inc. and as a member of our board of directors, our retention objectives, how Mr. Anderson’s compensation compared to our former Chief Executive Officer’s compensation, and the size of Mr. Anderson’s proposed new equity awards and their ability to align incentives toward achievement of our strategic objectives. The compensation committee believed that Mr. Anderson’s compensation should be principally tied to long-term stockholder value creation and, accordingly, the compensation committee determined to grant a substantial portion of his compensation in the form of equity.

Mr. Anderson’s initial compensation arrangements as set forth in his employment offer letter are as follows:

As described above, Mr. Anderson’s new hire compensation primarily consisted of equity awards that serve to align incentives toward achievement of our strategic objectives and align interests with those of our stockholders, and the vesting periods emphasize rapid execution and value creation. The equity awards incentivized Mr. Anderson to transition from a non-operational role to an operational role and the relocation payment incentivized his relocation from Northern California to Southern California to be a part of our team at our corporate headquarters.

In addition, Mr. Anderson has entered into our standard form of severance and change in control agreement applicable to our Chief Executive Officer. Our board of directors and compensation committee considered these post-employment compensation arrangements reasonable and necessary to incentivize Mr. Anderson to accept employment as our Chief Executive Officer. For further information on Mr. Anderson’s severance and change in control benefits, see “—Potential Payments Upon Termination or Change in Control” below. Additional details regarding our chief executive officer succession plan and related compensation were disclosed in a Current Report on Form 8-K we filed on October 5, 2020 and are also described elsewhere in this Compensation Discussion and Analysis section of this Proxy Statement.

Mr. Stoecker resigned from his role as our Chief Executive Officer and was appointed our Executive Chairman effective October 5, 2020. In connection with his appointment as Executive Chairman, we entered into a services agreement with Mr. Stoecker under which Mr. Stoecker continued to receive payment of his current base salary of $500,000 through December 31, 2020, and remained eligible to participate in our annual bonus plan for 2020, with a target annual bonus of 100% of his base salary, provided that Mr. Stoecker remained as

Executive Chairman at the time of payment. Our board of directors determined to maintain Mr. Stoecker’s compensation as Executive Chairman at current levels after his transition due to, among other things, the length of time he served in 2020 as our Chief Executive Officer and the value he would continue to contribute during this pivotal transition.

Mr. Stoecker’s compensation as Executive Chairman following December 31, 2020 is subject to review by our board of directors or the compensation committee. In February 2021, the compensation committee determined that for 2021 Mr. Stoecker would receive compensation equal to the cash retainer and equity compensation of a non-employee director under our non-employee director compensation policy.

Mr. Stoecker’s outstanding equity awards of RSUs and stock options continue to vest subject to Mr. Stoecker’s continued service to us. While he is Executive Chairman, Mr. Stoecker continues to be eligible to participate in our benefit programs, except that Mr. Stoecker’s Severance and Change in Control Agreement (as defined below) terminated on December 31, 2020. Under Mr. Stoecker's services agreement, if we terminate Mr. Stoecker’s employment as Executive Chairman without cause not within 12 months following a change in control, Mr. Stoecker shall only be entitled to earned but unpaid accrued compensation and reimbursement of unpaid expenses. If we (or our successor) terminate Mr. Stoecker’s employment as Executive Chairman without cause and within 12 months following a change in control, Mr. Stoecker shall be entitled to any earned but unpaid accrued compensation and reimbursement of unpaid expenses, and all of his outstanding and unvested stock options and RSUs shall immediately vest. Moreover, in the event a change in control occurs, and at such time Mr. Stoecker is serving as a member of our board of directors but is no longer employed as Executive Chairman, then he will be entitled to immediate acceleration of all his outstanding and unvested stock options and RSUs. Notwithstanding anything to the contrary, if our successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Mr. Stoecker’s unvested equity awards, such awards (other than performance awards) shall accelerate and become vested and exercisable. Our compensation committee and our board of directors considered these payments and benefits reasonable and appropriate to facilitate and ensure an orderly transition of Mr. Stoecker’s duties and responsibilities.

Robert S. Jones was our President and Chief Revenue Officer through December 31, 2020, following which date he ceased serving in such roles and terminated employment with us in February 2021. Mr. Jones provided transition services through February 12, 2021. In connection with Mr. Jones ceasing to serve as our President and Chief Revenue Officer, we entered into a separation agreement with Mr. Jones, consistent with Mr. Jones’s Severance and Change in Control Agreement. Additional information regarding the terms of Mr. Jones’s separation agreement is set forth below under “Executive Compensation—Potential Payments upon Termination or Change in Control.”

The compensation committee has structured our executive compensation program to ensure that our named executive officers are compensated in a manner consistent with stockholder interests, competitive pay practices and applicable requirements of regulatory bodies. The following are important features of the design and operation of our executive compensation program:

Components of Pay. The components of our 2020 executive compensation program consist primarily of elements that are generally available to our employees, including base salary, annual variable cash compensation, equity awards and broad-based benefits.

Target Pay Mix. To help retain and motivate our named executive officers, our compensation committee aims to offer compensation practices competitive to our peers and industry through a mix of cash (base salaries and annual performance-based bonuses) and long-term incentives (equity awards).

The compensation committee does not have a formal policy for allocating total compensation among the various components. Instead, the compensation committee uses its judgment, in consultation with Radford, to establish an appropriate balance of short-term and long-term compensation for each named executive officer. The balance may change from year to year based on corporate strategy and objectives, among other considerations. For 2020, our named executive officers had the following target pay mix:

 

Governance of Our Pay Program. The compensation committee regularly reviews best practices in executive compensation and uses the following guidelines to design our compensation programs:

At our annual meeting of stockholders in May 2020, we conducted a non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote). Our stockholders approved the fiscal 2019 compensation of our named executive officers, with approximately 98.9% of the votes cast in favor of our Say-on-Pay proposal. Our compensation committee appreciates this support and believes it reflects the efforts to properly align pay with performance while also aligning management and stockholder interests. Consequently, our compensation committee did not make any significant changes to our executive compensation program based on its review of the 2020 voting results. We value the opinions of our stockholders and the compensation committee and the board of directors will continue to consider the outcome of future advisory votes, including the vote which will take place at the Annual Meeting, when making compensation decisions for the named executive officers.

The overall objective of our compensation program is to support business objectives by attracting, retaining and engaging the highest caliber employees, including executive officers. The goals of the compensation committee with respect to executive compensation are to:

To achieve these goals, we endeavor to maintain compensation plans that tie a substantial portion of executives’ overall compensation to key strategic, operational and financial goals that support our business strategy and align the interests of our executives with those of our stockholders. We believe our executive compensation program as developed and implemented, and as presented in this Proxy Statement, achieves these objectives.

The compensation committee acts on behalf of the board of directors to oversee the compensation policies and practices applicable to all our employees, including the administration of our equity plans. Our compensation committee annually assesses the performance of our Chief Executive Officer and other executives, and, based in part on the recommendations from our Chief Executive Officer with respect to executives other than himself, approves the compensation of these executives. Beginning in 2021, our compensation committee also annually reviews the performance of and expected contributions from our Executive Chairman and reviews and recommends to our board of directors the compensation for our Executive Chairman. Our compensation committee retains, and does not delegate, any of its responsibility to determine executive compensation.

In 2020, the compensation committee continued to retain the services of Radford as its independent compensation consultant due to Radford’s extensive analytical and compensation expertise in the software and services industry. In this capacity, Radford has advised the compensation committee on compensation matters related to the executive and director compensation programs. In 2020, Radford assisted the compensation committee with, among other things:

The compensation committee has the sole authority to engage and terminate Radford’s services, as well as to approve its compensation. Radford makes recommendations to the compensation committee but has no authority to make compensation decisions on behalf of the compensation committee or the company. Radford reported to the compensation committee and had direct access to the chairperson and the other members of the compensation committee. Beyond data and advice related to director and executive compensation matters and employee equity plan design, Radford did not provide other services to us in 2020.

The compensation committee conducted a specific review of its relationship with Radford in 2020 and determined that Radford’s work for the compensation committee did not raise any conflicts of interest. Radford’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and the New York Stock Exchange.

To aid the compensation committee in its responsibilities, the Chief Executive Officer provides the compensation committee with recommendations relating to the performance and achievements, including support of our corporate values, of each of the named executive officers (other than himself and the Executive Chairman). The compensation committee gives considerable weight to the Chief Executive Officer’s performance evaluations of the other named executive officers because he has direct knowledge of the criticality of their work, performance and contributions. The compensation committee does not consult with any other executive officers about its decisions. The Chief Executive Officer does not participate in the compensation committee’s deliberations or decisions regarding his own compensation.

When considering executive compensation decisions, the compensation committee believes it is important to be informed as to current compensation practices of comparable publicly held companies in the software and services industry, especially to understand the demand and competitiveness for attracting and retaining an individual with each named executive officer’s specific expertise and experience.

In 2020, as in prior years, the compensation committee believed referencing market data provided by Radford, along with other factors, was important when setting total compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success. However, while referencing the peer group compensation levels is helpful in determining market-competitive compensation for our named executive officers, the compensation committee does not directly tie any pay elements to particular benchmarks within the peer group; rather, peer data is used as a market-check analysis and is just one factor considered in the annual compensation approval process. Other important considerations include employee knowledge, skills and experience; individual performance; scope of responsibilities; and any retention concerns.

In October 2019, the compensation committee, with the assistance of Radford, considered several factors in determining the composition of our peer group for purposes of evaluating the 2020 compensation of our named executive officers, including:

Using these criteria, the following 19 companies were identified by the compensation committee and Radford as the defined peer group for 2020 executive compensation decisions:

Our compensation committee removed 2U, Apptio, Cornerstone OnDemand, Hortonworks, Imperva, Instructure, MINDBODY and Varonis Systems from our 2020 compensation peer group as each did not meet one or more of the criteria discussed above and was no longer considered to be a meaningful comparison point. Our compensation committee then added Anaplan, Guidewire Software, MongoDB, Okta, Paycom Software and RingCentral to our 2020 compensation peer group based on the criteria set forth above.

In August 2020, the compensation committee and Radford reviewed the peer group to ensure that it continued to reflect the appropriate peer selection criteria. The compensation committee, with the assistance of Radford, determined to increase the revenue parameters to range between $200 million and $1.1 billion and the market capitalization parameters to range between $4 billion and $33 billion based on changes to our financial profile. Changes to the peer group were determined based on merger and acquisition activities, the updated revenue and market capitalization parameters and an enhanced focus on enterprise software companies, with all other criteria remaining unchanged. Changes for the 2021 peer group that was used for reference while determining Mr. Anderson's compensation were as follows:

Our compensation committee has responsibility for establishing our compensation philosophy and objectives, determining the structure, components and other elements of our programs, and reviewing and approving the compensation of our named executive officers. We do not believe that our executive compensation program creates risks that are reasonably likely to have a material adverse effect on us.

Base salaries serve to provide fixed cash compensation to our executive officers for performing their ongoing responsibilities. Base salaries for our executive officers are approved upon joining the company by the compensation committee, and then reviewed and adjusted, as appropriate, by the compensation committee on an annual basis, in consultation with Radford.

Such annual adjustments are based on factors that may include:

The compensation committee does not apply any specific formulas to determine increases in base salaries for our executive officers, but instead makes an evaluation of each executive officer’s contributions to our long-term success. Increases in base salary typically take effect as of January 1^st of each calendar year.

We reviewed our named executive officers’ base salaries based on the considerations outlined above. Based on this review, the compensation committee increased our named executive officers’ base salaries in 2020 as follows:

Historically, we have provided our executives with short-term, performance-based annual incentives through our annual cash incentive program. We believe that annual incentives:

Each of our executive officers participates in our annual bonus plan. Executive officers that participate in this plan have an established annual incentive target, which is equal to a percentage of their base salary. The actual earned annual incentive bonus, if any, is calculated based on the bonus pool funding, company performance and any adjustments for individual performance.

For 2020, our named executive officers had the following annual cash incentive opportunities under our annual bonus plan, or the 2020 Bonus Plan, which were unchanged from the prior year for Messrs. Stoecker, Jones, Knudsen and Lal and, in the case of Mr. Anderson, was determined in connection with his appointment as Chief Executive Officer with his bonus payment to be prorated for the number of days he was employed as Chief Executive Officer in 2020:

In February 2020, our compensation committee established the 2020 Bonus Plan with a revenue performance target of $625.0 million, in a manner consistent with our past practice. If the company achieved less than 80% of the revenue performance target, the bonus pool would not be funded. At 100% achievement of the revenue performance target, the bonus pool would be funded at 100% of target funding. At 110% achievement of the revenue performance target, the bonus pool would be funded at 150% of target funding and at 115% or greater achievement, the bonus pool would be funded at 200% of target funding. If revenue was above or below the target achievement thresholds, the bonus pool funding amount would be interpolated between pool funding amounts.

With the announcement of our financial results for the three months ended June 30, 2020, we began to report quarterly on, and provide guidance with respect to, annual recurring revenue, or ARR, which is a business performance metric that we measure along with revenue. We calculate ARR as the annualized recurring value of all active subscription contracts at the end of a reporting period and exclude the value of non-recurring revenue, such as professional services. ARR is a metric that is used by investors to assess the health and trajectory of our software subscription business. ARR is also now a primary metric we use, together with revenue, for evaluating our financial performance. At the same time as our board of directors began measuring our performance based on ARR, our compensation committee began discussing measuring performance under our 2020 Bonus Plan using ARR because performance under the 2020 Bonus Plan ties directly to our financial achievement and should be evaluated using comparable measures.

In August 2020, our compensation committee began formally evaluating the appropriateness of using ARR, rather than revenue, as the performance metric for the 2020 Bonus Plan. As part of its evaluation, our compensation committee consulted with, among others, our independent compensation consultant with respect to the use of ARR

as a short-term incentive plan measure. Our compensation committee also reviewed an analysis prepared by our finance team evaluating the use of ARR as a measure of business performance by other companies and the investment community. In November 2020, our compensation committee determined that ARR, rather than revenue, better aligned with the way the investment community evaluates and values our performance and that it was the more appropriate metric to assess and reward the performance of our employees. Accordingly, our compensation committee amended the 2020 Bonus Plan to replace the revenue metric with the ARR metric and established an ARR performance target of $515.0 million. If the company achieved less than 80% of the ARR performance target, the bonus pool would not be funded. At or above 100% achievement of the ARR performance target, the bonus pool would be funded at 100% of target funding. To avoid unintended windfalls in connection with the transition of the 2020 Bonus Plan to an ARR-based performance metric, our compensation committee eliminated bonus pool funding in excess of 100% under the amended 2020 Bonus Plan. If ARR was below the target achievement threshold but above the minimum threshold, the bonus pool funding amount would be interpolated between pool funding amounts as shown below:

Based on the bonus pool funding that results from the level of achievement of our ARR goal, an individual may receive between 0% and 100% of their target award. Bonuses are also subject to further adjustment based on the achievement of individual performance expectations and goals. During 2020, there were no minimum or guaranteed bonus payments for any named executive officers. The bonus payment for Mr. Anderson, as set forth below, was prorated for the number of days he was employed as Chief Executive Officer in 2020.

For 2020, the ARR performance target was achieved at 96%, resulting in the bonus pool funding at 96%. The bonus payout amounts reflect both company financial performance and individual achievement. The compensation committee certified the annual bonus amounts set forth in the table below for each named executive officer in 2020:

Mr. Jones participated in the 2020 Bonus Plan subject to a 2020 Alteryx Bonus Plan Addendum, or the CRO Plan. Under the CRO Plan, and provided that at least 80% of the revenue goal for the period of January 1, 2020 through June 30, 2020 was achieved, Mr. Jones would receive up to 50% of his full year bonus target, or the First Half Advance, following audit committee approval of the Form 10-Q for the three months ended June 30, 2020 and the earnings release for such period. If such minimum revenue was achieved, the corresponding payout amount would be paid at the matching achievement level up to a maximum of 100% achievement, but subject to a cap of 50% of the full year bonus target. No accelerators were applicable for the First Half Advance. Based on company revenue achievement, Mr. Jones was paid a First Half Advance of $192,505.

After the amendment of the 2020 Bonus Plan described above, Mr. Jones’s final 2020 bonus payout amount, or the Final Bonus Amount, was based on ARR achievement for the full year 2020 calculated in accordance with

the amended 2020 Bonus Plan. Based on the company’s full year 2020 ARR achievement, the Final Bonus Amount under the CRO Plan was $376,704. The payment of the Final Bonus Amount was reduced by the First Half Advance and was made at the same time bonuses were paid under the amended 2020 Bonus Plan.

If we had not achieved the minimum ARR for the full year under the amended 2020 Bonus Plan, then no additional bonus payment would have been made under the CRO Plan. The payment of the Final Bonus Amount occurred pursuant to the separation agreement we entered into with Mr. Jones, which is described under the sections titled “—Executive Officer Transitions and Agreements” and “—Potential Payments Upon Termination or Change in Control.”

We believe that having our Chief Executive Officer present at our company headquarters is vital to ensuring integration and alignment on day-to-day strategy. In order to incentivize Mr. Anderson to leave his long-time residence, in connection with Mr. Anderson’s purchase of and relocation to a residence near our headquarters in Irvine, California and in lieu of paying for separate moving, travel and similar related expenses, Mr. Anderson received a one-time $300,000 relocation payment, subject to repayment on a pro-rata basis if his employment with us terminates for cause or if he resigns other than for good reason (each as defined in his Severance and Change in Control Agreement) within 12 months of the commencement of his employment. For further information regarding Mr. Anderson’s compensation, see the sections titled “—Executive Officer Transitions and Agreements” and “—Offer Letters—Mark Anderson.”

A significant portion of executive pay is delivered as long-term incentives (equity awards), which are designed to align executive officers’ interests with stockholder interests, promote retention through the reward of long-term company performance and encourage ownership in our company.

We have historically used equity awards in the form of stock options and RSUs. Equity awards are designed to encourage high performance by executive officers and promote their retention, thereby strongly aligning executive officers’ interests with the interests of our stockholders. The compensation committee believes that stock options encourage the achievement of strong share price growth and are performance-based in nature because they only have value if the share price increases and that RSUs serve as an important retention vehicle and align the interests of management and stockholders.

Our general policy is to grant stock options and other equity awards on fixed dates determined in advance, although under our policy there are occasions when grants are made on other dates, such as for new hires, mid-year promotions and other periodic recognition events. All required approvals are obtained in advance of or on the actual grant date. With respect to annual stock option and RSU grants to our continuing executive officers, these grants are typically approved late in the immediately preceding fiscal year or early in the current fiscal year. The timing of annual equity award grants to our continuing executive officers is not coordinated in a manner that intentionally benefits our executive officers.

The compensation committee determines the size of equity grants according to each executive officer’s position. To do so, the compensation committee generally references the market data of our peer group companies as provided by Radford. The compensation committee also takes into consideration each named executive officer’s recent performance history, his or her potential for future responsibility and criticality of his or her work to the long-term success of our company. The compensation committee has the discretion to give relative weight to each of these factors as it sets the size of the equity grant to appropriately create an opportunity for reward based on increasing stockholder value.

Our named executive officers received stock options and RSUs in 2020. The following equity grants were awarded in 2020:

The standard vesting schedule for stock option grants awarded in 2020 provides that one-third of the options granted will vest on the first anniversary of the vesting commencement date, which in the case of the above awards, other than those awards granted in November 2020, was January 1, 2020, with 1/36th of the options vesting monthly thereafter, subject to the individual’s continued service to us through the applicable vesting date. RSUs granted in 2020 also have a three-year vesting schedule, with one-third of the shares subject to the RSUs vesting on each of the first three anniversaries of the vesting commencement date, which in the case of the above awards, other than those awards granted in November 2020, was January 1, 2020, subject to the individual’s continued service to us through the applicable vesting date. For further information regarding Mr. Anderson’s equity compensation, including the vesting schedules for his equity grants in connection with his appointment as Chief Executive Officer, see the section titled “Grants of Plan-Based Awards Table.”

Our board of directors has adopted a policy that provides for the recovery of all or any portion of an executive officer’s incentive-based compensation in the event that we restate our financial results and such executive officer’s fraud or intentional misconduct contributed to the need for such restatement, and the compensation earned by such executive officer was based on achieving financial results in excess of what could have been earned by such executive officer based on the restated financial results, in all cases as determined by our board of directors. The recovery period extends up to three years prior to the date of the restatement with respect to incentive-based compensation granted or received after the effective date of the policy.

To help achieve our compensation objective of linking the interests of our stockholders with those of our executive officers and directors, we maintain a Stock Ownership Policy covering our executive officers, including our named executive officers, and members of our board of directors. The policy provides that each such officer or director own and hold shares of our stock with a value that is at least equal to his or her annual base salary or, in the case of non-employee members of our board of directors, his or her annual cash retainer, multiplied by the applicable multiplier described below. This ownership requirement may be satisfied by ownership of shares of either our Class A or Class B common stock, vested RSUs, vested stock options, and any other shares of our equity securities held by affiliates or family members in which the individual holds a beneficial interest. Each covered holder is expected to meet his or her applicable ownership level within five years of becoming a covered holder, or, if later, within five years of the effective date of the policy.

As of December 31, 2020, all non-employee directors and all of our current executive officers who are subject to these requirements were in compliance with our Stock Ownership Policy, other than those executive officers whose employment began within the last eighteen months, each of whom has sufficient time remaining to meet the required ownership level.

Under our Insider Trading Policy, directors and executive officers, as well as other employees, are prohibited from engaging in the following activities with respect to our capital stock:

We have entered into written employment agreements with each of our named executive officers that set forth the terms of their employment, including initial base salaries and eligibility to earn a bonus, as well as standard confidential information and invention assignment agreements. Each of our named executive officers is employed “at will.” These arrangements are further described under the section below titled “—Offer Letters.”

Our named executive officers are entitled to certain severance and change in control benefits under the terms of Severance and Change in Control Agreements. Upon a qualifying termination outside of a change in control period, our named executive officers will be entitled to receive (i) nine to 12 months of base salary and (ii) COBRA payments for the same number of months. Upon a qualifying termination during a change in control period, our named executive officers will be entitled to receive (i) 12 to 18 months of base salary, (ii) COBRA payments for the same number of months, (iii) full acceleration of then-outstanding but unvested equity awards, except that awards subject to performance criteria would accelerate if, and only to the extent, set forth in the applicable award agreement, and (iv) one hundred percent of his or her annual target bonus opportunity at the rate in effect when the qualifying termination occurred or when the change in control occurred, whichever is greater. These arrangements, including those in place with Mr. Stoecker as our Executive Chairman, are further described under the section below titled “— Potential Payments Upon Termination or Change in Control.”

Given the nature and competitiveness of our industry, the compensation committee believes these severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent. Our change in control benefits are intended to allow employees, including our named executive officers, to focus their attention on the business operations of our company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control.

We offer a comprehensive array of benefits to our employees, including our named executive officers. Benefit programs include a variety of health insurance plans, a 401(k) plan with company matching contributions at board-approved levels and an employee stock purchase plan. These benefits are offered to all eligible employees, including executive officers, in order to attract and retain employees. We do not offer defined benefit pension or other supplementary retirement benefits to employees.

As part of our overall compensation program, we provide all full-time employees in the United States, including our named executive officers, with the opportunity to participate in a defined contribution 401(k) plan. Our 401(k) plan is intended to qualify under Section 401 of the Internal Revenue Code of 1986, as amended, or the Code, so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. We have historically provided a matching contribution of 50% of employee contributions in each year with a maximum match of 6% of participating employees’ annual salaries.

The compensation committee considers the deductibility of executive compensation under Section 162(m) of the Code in designing, establishing and implementing our executive compensation policies and practices. Section 162(m) generally prohibits us from deducting any compensation over $1 million per taxable year paid to certain of our named executive officers unless, under tax laws in effect prior to January 1, 2018, such compensation is treated as “performance-based compensation” within the meaning of Section 162(m) of the Code. The Tax Cuts and Jobs Act, or the Tax Act, which was signed into law in December 2017, among other changes, repealed the exception from the deduction limit under Section 162(m) for performance-based compensation effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 that are not materially modified after that date. However, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) as revised by the Tax Act, including the uncertain scope of the transition relief adopted in connection with repealing Section 162(m)’s performance-based compensation exception, certain previously granted compensation intended to satisfy the requirements for performance-based compensation may in fact qualify for such exception. In addition, our compensation committee reserves the right to modify compensation that was initially intended to be exempt from the Section 162(m) deduction limit when it was granted if the compensation committee determines that such modifications are consistent with our business needs. In determining the form and amount of compensation for our named executive officers, the compensation committee will continue to consider all elements of the cost of such compensation, including the potential impact of Section 162(m).

While the compensation committee considers the deductibility of awards as one factor in determining executive compensation, the compensation committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.

In addition to considering the tax consequences, the compensation committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718, or FASB ASC Topic 718, for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our board of directors, including options to purchase shares of our Class A common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

This report of the compensation committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Our compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation Committee

Charles R. Cory, Chair

Timothy I. Maudlin

The following table provides information concerning compensation awarded to, earned by or paid to each of our named executive officers for all services rendered in all capacities during the last three or fewer fiscal years during which such individuals were named executive officers.