BlackLine (BL) DEF 14ADefinitive proxy

The information provided in the “Questions and Answers” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read the entire proxy statement carefully.

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2022 annual meeting of stockholders of BlackLine, Inc., a Delaware corporation, and any postponements or adjournments thereof. The annual meeting will be held virtually on Thursday, May 12th, 2022 at 9:00 a.m., Pacific time. You will be able to attend the virtual annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/BL2022 and entering the sixteen-digit control number located on your proxy card.

Stockholders are invited to attend the virtual annual meeting and are requested to vote on the items of business described in this proxy statement. The Notice Regarding the Internet Availability of Proxy Materials, or the Notice of Internet Availability, which contains instructions on how to access the proxy materials and our 2021 annual report, is first being sent or given on or about March 25, 2022 to all stockholders entitled to notice of and to vote at the virtual annual meeting. The proxy materials and our 2021 annual report can be accessed by following the instructions in the Notice of Internet Availability as well as online at our Investor Relations website at http://investors.blackline.com.

You will also be voting on any other business as may properly come before the annual meeting or any adjournments or postponements thereof.

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Holders of our common stock as of the close of business on March 17, 2022, the Record Date for the annual meeting, are entitled to vote at the annual meeting. As of the Record Date, there were 59,292,567 shares of our common stock issued and outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of common stock is entitled to one vote on each matter properly brought before the annual meeting.

If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction card to their broker, bank or other nominee, or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a beneficial owner, you may only vote your shares electronically at the annual meeting if you obtain a legal proxy from your broker, bank or other nominee.

In accordance with the rules of the Securities and Exchange Commission, or the SEC, we have elected to distribute our proxy materials, including the notice of annual meeting of stockholders, this proxy statement and our 2021 annual report, primarily via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request printed copies of the proxy materials and 2021 annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.

Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy, Mark Partin, our Chief Financial Officer, and Karole Morgan-Prager, our Chief Legal and Administrative Officer and Secretary, have been designated as proxies for the annual meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted electronically at the virtual annual meeting in accordance with the instruction of the stockholder on such proxy. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors on the proposals as described above and, if any other matters are properly brought before the annual meeting, the shares will be voted in accordance with the proxies’ judgment.

A quorum is the minimum number of shares required to be present or represented at the annual meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, virtually or represented by proxy, of a majority of the voting power of our stock issued and outstanding and entitled to vote at the annual meeting will constitute a quorum to transact business at the annual meeting. Abstentions, “WITHHOLD” votes, and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chair of the meeting may adjourn the meeting to another time or place.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee, as applicable, as to how to vote on matters deemed “non-routine” and there is at least one “routine” matter to be voted upon at the annual meeting. Generally, if shares are held in “street name,” the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank or other nominee votes shares on the “routine” matters, but does not vote shares on the “non-routine” matters, those shares will be treated as broker non-votes with respect to the “non-routine” proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

The ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2022 (Proposal No. 2) is considered “routine” under applicable rules. The election of Class III directors (Proposal No. 1), and the advisory non-binding vote to approve the compensation of our named executive officers (Proposal No. 3) are considered “non-routine” under applicable rules.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that such stockholder wishes to abstain from voting its shares, or if a broker, bank or other nominee causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the annual meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy and entitled to vote at the annual meeting (Proposals No. 2 and No. 3). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, you may only vote “FOR” or “WITHHOLD” and abstentions will have no impact on the outcome of such proposal as long as a quorum exists.

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the annual meeting but will not be counted for purposes of determining the number of votes cast on a proposal. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any of the proposals.

In addition, if any other matters are properly brought before the annual meeting or any adjournments or postponements thereof, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

You may contact our transfer agent, AST, by telephone at (800) 937-5449 (toll-free for United States residents), or by email at info@amstock.com. Materials may be mailed to AST at:

The annual meeting will be a virtual meeting held over the Internet. You will be able to attend the virtual annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/BL2022 and entering the sixteen-digit control number located on your proxy card. The annual meeting webcast will begin promptly at 9:00 a.m., Pacific time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., Pacific time, and you should allow ample time for the check-in procedures. You will have the same rights and opportunities that would be afforded by an in-person meeting.

Our board of directors is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

We will announce preliminary voting results at the annual meeting. We will also disclose voting results on a Current Report on Form 8-K filed with the SEC within four business days after the annual meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the annual meeting, we will file a Current Report on Form 8-K to publish preliminary results and, within four business days after final results are known, file an additional Current Report on Form 8-K to publish the final results.

If you receive more than one Notice of Internet Availability or more than one set of printed materials, your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice of Internet Availability or each set of printed materials, as applicable, to ensure that all of your shares are voted.

We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the Notice of Internet Availability and, if applicable, the proxy materials and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, the proxy materials and annual report, to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

Stockholders who hold shares in street name may contact their broker, bank or other nominee to request information about householding.

The names of stockholders of record entitled to vote at the annual meeting will be available from our Corporate Secretary for ten days prior to the meeting for any purpose germane to the annual meeting at our corporate headquarters located at 21300 Victory Boulevard, 12^th Floor, Woodland Hills, California 91367. Please contact our Corporate Secretary a reasonable time in advance to make appropriate arrangements, but in no event less than 48 hours in advance of your desired visiting time, and please note that you will be required to comply with all COVID-19 health and safety protocols required by law at that time. The list of stockholders will also be available during the annual meeting through the meeting website at www.virtualshareholdermeeting.com/BL2022.

Please see the section entitled Stockholder Proposal Deadlines for 2023 Annual Meeting in this proxy statement for more information regarding the deadlines for the submission of stockholder proposals for our 2023 annual meeting.

Our board of directors is currently comprised of nine members. Our board of directors consists of three classes of directors, each serving staggered three-year terms. Upon expiration of the term of a class of directors, directors in that class will be elected for a three-year term at the annual meeting of stockholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

In connection with our initial public offering we previously entered into an Amended and Restated Stockholders’ Agreement with Silver Lake Sumeru Fund, L.P., Silver Lake Technology Investors Sumeru, L.P., Iconiq Strategic Partners, L.P., ICONIQ Strategic Partners-B, L.P., Iconiq Strategic Partners Co-Invest, L.P., BL Series and Iconiq Strategic Partners Co-Invest, L.P., BL2 Series, Therese Tucker and Mario Spanicciati (together, the Stockholder Parties), dated as of October 27, 2016 (or the Stockholders’ Agreement). Pursuant to the Stockholders’ Agreement, only Ms. Tucker continues to beneficially own a sufficient number of shares to designate a designee on our board of directors. Ms. Tucker will continue to be entitled to membership on our board of directors for so long as she continues to hold the Designation Threshold as of the Ownership Measurement Date (each as defined in the Stockholder Agreement), provided, however, in the event that Ms. Tucker ceases to be employed by the company for any reason and she beneficially owns less than the Designation Threshold she will be required to immediately tender her resignation from our board of directors effective only upon acceptance by our board of directors, and our board of directors may, in its sole discretion, accept or reject such resignation. If our board of directors rejects the resignation, Ms. Tucker will continue to have the right to be designated for membership on our board of directors; provided that our board of directors will have the right, by unanimous vote of the other directors (excluding Ms. Tucker), to require her resignation from our board of directors if our board of directors determines such resignation would be in the best interests of the company, regardless of the number of shares of common stock held by Ms. Tucker. The affiliates of each of the Stockholder Parties who continue to hold shares have agreed to vote their shares in favor of Ms. Tucker.

Our board of directors believes that Ms. Whye is qualified to serve as a director based on her leadership experience in the technology industry, and her extensive expertise in fostering inclusion and diversity.

Our board of directors believes that Ms. Yamamoto is qualified to serve as a director based on her extensive enterprise marketing experience and leadership experience in the technology industry.

Our board of directors believes that Mr. Huffman is qualified to serve as a director based on his extensive management experience in the technology industry, and operational insight and expertise he has accumulated as our Chief Executive Officer, President and Chief Operating Officer.

Our board of directors believes that Mr. Ryan is qualified to serve as a director based on his extensive management and financial expertise.

Our board of directors believes that Mr. Thompson is qualified to serve as a director based on his extensive leadership and financial experience in the technology industry, as well as his service on the boards of several public companies in the technology sector.

Our board of directors believes that Ms. Tucker is qualified to serve as a director based on her extensive leadership experience in the finance and technology industry, and the operational insight and expertise she has accumulated as our founder and Chief Executive Officer.

Our board of directors believes that Mr. Unterman is qualified to serve as a director based on his substantial experience as an executive officer of a public company, as an investment professional, and as a director of private technology companies, as well as his historical knowledge of the Company and his ability to bring continuity to the board of directors.

Our board of directors believes that Ms. Velastegui is qualified to serve as a director based on her extensive engineering and product development experience, as well as her experience working with other technology companies.

Our board of directors believes that Mr. Smith is qualified to serve as a director based on his extensive financial and management expertise, his experience in the software industry, and his service as an executive and a director for publicly traded companies, where he has served on various committees and held leadership roles.

The table below provides certain highlights of the composition of our board members. Each of the categories in the table has the meaning set forth in Nasdaq Rule 5605(f).

Our board of directors believes that it should consist of a substantial majority of independent directors, and has undertaken a review of its composition and the independence of each director. The board of directors has determined that, except for Mr. Huffman and Ms. Tucker, each of our current directors is independent within the meaning of the rules of the Nasdaq Stock Market (Nasdaq). In addition, our board of directors has undertaken a review of the composition of its committees and has determined that:

There are no family relationships among any of our directors or executive officers.

Our board of directors has adopted corporate governance guidelines that provide that there will at all times be a majority of independent directors on the board, as defined by the applicable Nasdaq rules. The guidelines further provide that if the board of directors does not have an independent Chair, then a lead independent director will be appointed by the board of directors, which we believe strengthens our governance and the independent role of the board. Currently, Ms. Tucker serves as our Executive Chair, and Mr. Huffman serves as our President and Chief Executive Officer and a member of the board. We believe that the current separation of

Mr. Smith will continue to serve as the lead independent director until his term on the board expires at the annual meeting. Effective as of the date of the annual meeting, upon the expiration of Mr. Smith’s term, Mr. Ryan will serve as the lead independent director. The lead independent director is responsible for calling separate meetings of the independent directors, determining the agenda and serving as chair of meetings of independent directors, reporting to the Chief Executive Officer and Chair of our board of directors regarding feedback from executive sessions, serving as spokesperson for the company as requested, and performing such other responsibilities as may be designated by a majority of the independent directors from time to time.

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. 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 of directors in fulfilling its oversight responsibilities with respect to oversight of risk assessment and risk management generally, and specifically in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, cyber risk, and also, among other things, discusses guidelines with management and the independent auditor. Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to risks relating to our corporate governance practices, the independence of the board of directors and potential conflicts of interest, as well as our policies and practices with regard to environmental, social and governance matters. Our compensation committee assesses risks relating to our executive compensation plans and arrangements, and whether our compensation policies and programs have the potential to encourage excessive risk taking.

Our board of directors believes its current leadership structure supports the risk oversight function of the board. In particular, our board believes that our lead independent director and our majority of independent directors provide a well-functioning and effective balance to the members of executive management on our board. Further, our board of directors and compensation committee review and discuss with management matters related to human capital management, including BlackLine’s commitments and progress on inclusion and diversity, employee engagement, compensation and benefits, business conduct and compliance, and executive succession planning. During 2021, the board of directors and its committees also reviewed and discussed with management on a regular basis the impact of the COVID-19 pandemic on BlackLine’s employees and business, as well as management’s strategies and initiatives to respond to and mitigate adverse impacts, such as risks related to continuing remote work by us and our customers, economic risk, and the impacts of continuing virtual customer events and remote sales activities.

During our fiscal year ended December 31, 2021, our board of directors held six meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods when he or she served. We do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, but we strongly encourage our directors to attend. A majority of the then-serving directors attended our 2021 annual meeting of stockholders.

Our board of directors has established a standing audit committee, a standing compensation committee, and a standing nominating and corporate governance committee. Each of the committees has the composition and the responsibilities described below.

Our audit committee currently consists of Messrs. Ryan, Smith, and Thompson and Ms. Velastegui, effective as of June 1, 2021, with Mr. Ryan serving as chair. Mr. Smith will resign from the audit committee in connection with the expiration of his term. Each of Messrs. Ryan, Smith, and Thompson is considered an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act and all members of the audit committee are financially literate.

Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in monitoring our financial systems and our legal and regulatory compliance. Our audit committee also:

Our audit committee operates under a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and Nasdaq listing rules. The charter is available on our website at http://investors.blackline.com. Our audit committee held six meetings during 2021.

Our compensation committee currently consists of Messrs. Thompson and Unterman, and Mses. Velastegui and Yamamoto, with Mr. Unterman serving as chair.

Our compensation committee oversees our corporate compensation programs. Our compensation committee also:

Our nominating and corporate governance committee currently consists of Messrs. Ryan, Smith, and Unterman, and Ms. Whye, effective as of May 13, 2021, with Mr. Smith serving as chair. Mr. Smith will resign from the nominating and corporate governance committee in connection with the expiration of his term, and Ms. Whye will serve as chair, effective as of the date of the annual meeting.

Our nominating and corporate governance committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors. Our nominating and corporate governance committee also:

Our nominating and corporate governance committee operates under a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and Nasdaq listing rules. The charter is available on our website at http://investors.blackline.com. Our nominating and corporate governance committee held four meetings in 2021.

During 2021, our compensation committee was comprised of Messrs. Thompson and Unterman, and Mses. Velastegui and Yamamoto. Mr. Unterman is the chair of our compensation committee. None of the members of our compensation committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

In its evaluation of director candidates, including the members of the board of directors eligible for re-election, our nominating and corporate governance committee considers the current size and composition of the board, the needs of the board and its respective committees, the directors nominated or designated in accordance with the Stockholders’ Agreement, if applicable, and the desired board qualifications, expertise and characteristics, including such factors as business experience and diversity. While we do not have a formal policy with respect to diversity, our nominating and corporate governance committee may consider such factors as differences in professional background, education, skill, race, ethnicity, gender, age and other individual characteristics, qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. Our board of directors is committed to seeking out highly qualified women and individuals from underrepresented communities and diverse backgrounds, and we will comply with any

Our nominating and corporate governance committee evaluates each individual in the context of the membership of the board of directors as a group, with the objective of having a group that can best perpetuate the success of the business and represent stockholder interests with high character and integrity, and the exercise of sound judgment using its diversity of background and experience in various areas. The board of directors annually evaluates the performance of the board of directors and its committees. Our nominating and corporate governance committee reviews self-assessment questionnaires to evaluate the performance of individual members. In determining whether to recommend a director for re-election, our nominating and corporate governance committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the board of directors and the Company, and other qualifications and characteristics determined by the board of directors. Each director must ensure that other existing and anticipated future commitments do not materially interfere with his or her service as a director.

After completing its review and evaluation of director candidates, in accordance with the rules of Nasdaq, our nominating and corporate governance committee will recommend a director nominee for selection by our board of directors. Our board has the final authority in determining the selection of director candidates for nomination to our board.

A stockholder that wants to recommend a candidate for election to the board should direct the recommendation in writing by letter to the company, attention of our Chief Legal and Administrative Officer at BlackLine, Inc., 21300 Victory Boulevard, 12^th Floor, Woodland Hills, California 91367. Such recommendation should include the candidate’s name, home and business contact information, detailed biographical data and relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between us and the candidate, and evidence of the recommending stockholder’s ownership of our stock. Such recommendation should also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board membership. We do not have a formal policy regarding the consideration of director candidates recommended by stockholders, but subject to the foregoing, our independent directors will consider candidates recommended by stockholders in the same manner as candidates recommended from other sources. Our independent directors have discretion to decide which individuals to recommend for nomination as directors. Our board has the final authority in determining the selection of director candidates for nomination to our board. A stockholder that wants to nominate a person directly for election to the board at an annual meeting of the stockholders must meet the deadlines and other requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC. Any nomination should be sent in writing to BlackLine, Inc., 21300 Victory Boulevard, 12^th Floor, Woodland Hills, California 91367, Attention: Corporate Secretary. To be timely for our 2023 annual meeting of stockholders, our corporate secretary must receive the nomination no earlier than January 9, 2023 and no later than February 8, 2023. Please see the section entitled “Stockholder Proposal Deadlines for 2023 Annual Meeting” in this proxy statement for more information.

In cases where stockholders wish to communicate directly with our non-management directors, messages can be sent to our Chief Legal and Administrative Officer at BlackLine, Inc., 21300 Victory Boulevard, 12^th Floor, Woodland Hills, California 91367. Our Chief Legal and Administrative Officer will, in consultation with appropriate directors as necessary, review incoming stockholder communications and decide whether a response to any stockholder or interested party communication is necessary.

This procedure does not apply to (i) communications to non-management directors from our officers or directors who are stockholders or (ii) stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are discussed further in the section entitled “Stockholder Proposal Deadlines for 2023 Annual Meeting” in this proxy statement.

Our board of directors has adopted a written code of business conduct and ethics that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer, and other executive and senior financial officers. The full text of our code of business conduct and ethics is available on the corporate governance section of our website, which is located at http://investors.blackline.com. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act. We are committed to maintaining high standards of financial integrity, open communication, and a workplace environment where employees can raise concerns free of harassment, discrimination or retaliation. We maintain a formal whistleblower policy which describes the means by which employees, directors and officers can report suspected violations of our code of business conduct and ethics. Reports of suspected violations may be made directly to human resources or the legal department, or through our reporting hotline, which allows anonymous reporting where permitted by law. Retaliation is strictly prohibited under both our code of business conduct and ethics and our whistleblower policy

In February 2020, the compensation committee and the nominating and corporate governance committee recommended, and our board of directors approved, stock ownership guidelines for our directors. Under these guidelines, each director is expected to attain minimum levels of stock ownership equal to 4x the director’s annual cash retainer for service on our board of directors (not including any additional fees received for committee service or serving as a chair of a committee). For purposes of this requirement, shares counted toward these guidelines include any shares outright, and in-the-money value of vested but unexercised stock options. The value for purposes of satisfying this requirement is the 90-day trailing average of the closing price of our common stock as of the last trading day of the fiscal year prior to the compliance date. Directors have until the later of February 2025 or, if applicable, the fifth anniversary of the date they join our board of directors to attain the requisite level of ownership. If a director does not achieve the minimum level of ownership by the director’s compliance date, then 50% of the after-tax value of the director’s exercised options or vested RSUs will be retained until the minimum level of ownership for the director is met. As of December 31, 2021, six of our seven non-employee directors had exceeded their requisite level of stock ownership.

BlackLine recognizes the importance of a thoughtful approach to corporate citizenship, and this is reflected in our board’s oversight of our environmental, social, and governance (“ESG”) programs. Our nominating and corporate governance committee oversees our programs relating to corporate responsibility and sustainability, including environmental, social, and corporate governance matters, and our compensation committee oversees our efforts to promote diversity and inclusion in our workforce, and management’s efforts to foster a corporate culture in alignment with the Company’s values and strategy.

In 2021, BlackLine formed a standing ESG committee comprised of experts in BlackLine’s corporate responsibility and sustainability programs, with executive sponsorship and participation from our Chief Financial Officer, Chief Legal and Administrative Officer, and Chief People Officer. Working closely with its partners across the Company, the ESG committee is responsible for steering and reporting on BlackLine’s ESG strategy, programs and targets. During 2021, the ESG committee promoted a sustained, cohesive ESG effort across the Company, and we achieved a Silver rating from EcoVadis, an independent sustainability monitoring organization, placing us in the top 25% of companies rated by EcoVadis.

As we continue to develop our ESG strategies and practices, we are also committed to growing and refining our programs to best meet the needs of our stakeholders. Our current programs include:

Our board of directors initially adopted an Outside Director Compensation Policy in connection with our initial public offering. Members of our board of directors who are not employees are eligible for compensation under our Outside Director Compensation Policy. Accordingly, neither Ms. Tucker nor Mr. Huffman, each an executive officer of BlackLine, is eligible for awards under our Outside Director Compensation Policy.

The Outside Director Compensation Policy was developed in consultation with Compensia, Inc., an independent compensation consulting firm, or Compensia. Compensia provided recommendations and competitive non-employee director compensation data and analyses. Our board of directors considered and discussed these recommendations and data, and considered the specific duties and committee responsibilities of particular directors. Our board of directors adopted Compensia’s recommendations when it approved our Outside Director Compensation Policy, which we believe provides our non-employee directors with reasonable and appropriate compensation that is commensurate with the services they provide and competitive with compensation paid by our peer group companies to their non-employee directors.

The compensation committee periodically reviews the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by Compensia. As part of this analysis, Compensia reviews non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of executive compensation.

Under our Outside Director Compensation Policy as in effect for fiscal year 2021, non-employee directors received compensation in the form of equity and cash, as described below:

During fiscal year 2021, each non-employee director was eligible to receive the following annual cash retainers for certain board and/or committee service according to our Outside Director Compensation Policy:

Each non-employee director serving as lead independent director or a committee chair was eligible to receive the following additional cash retainers according to our Outside Director Compensation Policy:

All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

Non-employee directors are eligible to receive all types of equity awards (except incentive stock options) under our 2016 Equity Incentive Plan, or the 2016 Plan, (or the applicable equity plan in place at the time of grant) including discretionary awards not covered under our Outside Director Compensation Policy. All grants of awards under our Outside Director Compensation Policy will be automatic and nondiscretionary.

Initial Award. During fiscal year 2021, upon joining our board, our newly-elected non-employee director received an initial equity award having a grant date fair value equal to $185,000 multiplied by a fraction, (1) the numerator of which is (x) 12 minus (y) the number of full months between the date of the last annual meeting of stockholders and the date the individual becomes a member of the board and (2) the denominator of which is 12 (rounded to the nearest whole share), or the Initial Award. The Initial Award was comprised of restricted stock units, or RSUs. The Initial Award is granted on the date on which such person first becomes a non-employee director.

Annual Award. On the date of our annual meeting of our stockholders, each non-employee director automatically was granted an equity award having a grant date value equal to $185,000, or the Annual Award subject to such individual continuing to be an outside director. The Annual Award was comprised of RSUs. Subject to the terms of the policy, each Annual Award vests as to 100% of the shares subject thereto upon the earlier of the one-year anniversary of the grant date or the day prior to our next annual meeting occurring after the grant date, subject to the individual’s continued service through the applicable vesting date.

The grant date value of all equity awards granted under our Outside Director Compensation Policy is determined in accordance with accounting principles generally accepted in the United States of America.

Any award granted under our Outside Director Compensation Policy will fully vest in the event of a change in control, as defined in our 2016 Plan, provided that the individual remains a director through such change in control.

The following table provides information regarding compensation of our non-employee directors for service as directors, for the year ended December 31, 2021. Each outside director’s reasonable, customary and properly documented travel expenses to attend board meetings is reimbursed by the company.

Our board of directors is currently comprised of nine directors and is divided into three staggered classes of directors. At the annual meeting, two Class III directors will be elected to our board of directors by the holders of our common stock to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

Our nominating and corporate governance committee has recommended director nominees for selection by our board of directors, and our board of directors has nominated Barbara Whye and Mika Yamamoto for re-election as Class III directors at the 2022 annual meeting of stockholders. If elected, Mses. Whye and Yamamoto will serve as Class III directors until the 2025 annual meeting and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. For more information concerning the nominees, please see the section entitled “Board of Directors and Corporate Governance.”

Mses. Whye and Yamamoto have agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve. If a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee who may be proposed by our nominating and corporate governance committee and designated by the present board of directors to fill the vacancy.

The Class III directors will be elected by a plurality of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to vote on the election of directors. In other words, the two nominees receiving the highest number of “FOR” votes will be elected as Class III directors. You may vote (i) “FOR” for each director nominee or (ii) “WITHHOLD” for each director nominee. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld, for the election of Mses. Whye and Yamamoto. “WITHHOLD” votes and broker non-votes will have no effect on the outcome of this proposal.

Our board of directors recommends a vote “FOR” the election to the board of directors of Barbara Whye and Mika Yamamoto as Class III directors.

Our audit committee has appointed PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for the year ending December 31, 2022. During 2021, PwC served as our independent registered public accounting firm.

Notwithstanding its appointment and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of the company and its stockholders. Our audit committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If the appointment is not ratified by our stockholders, our audit committee may consider whether it should appoint another independent registered public accounting firm. A representative of PwC is expected to be telephonically present at the virtual annual meeting, where he or she will be available to respond to appropriate questions and, if he or she desires, to make a statement.

The following table presents the aggregate fees billed for professional audit services and other services rendered to us by PwC for our fiscal years ended December 31, 2021 and 2020.

In 2021, there were no other professional services provided by PwC that would have required our audit committee to consider their compatibility with maintaining the independence of PwC.

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee (or its delegate) may pre-approve services to be performed by our independent registered public accounting firm without consideration of specific case-by-case services or may require the specific pre-approval of the committee, in either case, in order to ensure that the provision of such services does not impair the public accountants’ independence. All fees paid to PwC for our fiscal years ended December 31, 2021 and 2020 were pre-approved by our audit committee.

Ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2022 requires the affirmative “FOR” vote of a majority of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to vote on the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes will not affect the outcome of voting on this proposal.

Our board of directors recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022.

BlackLine’s management is responsible for (i) establishing and maintaining internal controls and (ii) preparing BlackLine’s consolidated financial statements. BlackLine’s independent registered public accounting firm, PwC, is responsible for performing an independent audit of BlackLine’s consolidated financial statements and BlackLine’s internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States), or the PCAOB, and to issue a report thereon. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare BlackLine’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the audit committee’s review of the audited financial statements and the various discussions with management and PwC, the audit committee recommended to the board of directors that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC. The audit committee has also appointed PwC as the company’s independent registered public accounting firm for the year ending December 31, 2022.

Our board of directors is asking company stockholders to cast an advisory, non-binding vote to approve the compensation of our named executive officers during 2021 as disclosed in this Proxy Statement in accordance with the requirements of Section 14A of the Exchange Act. This Proposal gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program.

We believe that BlackLine’s compensation philosophy and program, as described below in the “Compensation Discussion and Analysis” section of this proxy statement, are effective in achieving our goals, and that the executive compensation reported in this proxy statement is appropriate, competitive, and aligned with our 2021 results. The compensation program for our named executive officers is focused on pay-for-performance principles. The program is designed to attract, motivate, and retain executive officers in a competitive market for executive talent, reward them with more than base salary if and to the extent BlackLine achieves challenging financial performance goals, and align the officers’ interests with the interests of our stockholders to create long-term shareholder value, while at the same time avoiding the encouragement of excessive risk-taking.

For a more detailed discussion of our compensation philosophy, objectives, principles, and programs, we strongly encourage our stockholders to review this proxy statement, and in particular the information contained in the “Compensation Discussion and Analysis” section below and in the compensation tables and narrative that follow it in the “Executive Compensation” section of this proxy statement.

The vote on executive compensation is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers described in this proxy statement.

Our board of directors believes that it is in the best interests of the company and our stockholders to approve the 2021 compensation of our named executive officers, thereby encouraging them to remain in the company’s employ and more closely align their interests with those of our stockholders.

The vote is advisory, which means that the vote is not binding on BlackLine, our compensation committee, or our board. Abstentions are considered votes cast, and thus, will have the same effect as votes “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal. Although the vote is non-binding, our compensation committee and board value your opinion and will consider the outcome of the vote in making future compensation decisions.

Our board of directors recommends an advisory non-binding vote “FOR” the proposal to approve the 2021 compensation of our named executive officers.

The following Compensation Discussion and Analysis describes our executive compensation program and the material elements of our 2021 compensation program applicable to our named executive officers, or NEOs.

The purpose of this section is to provide a detailed discussion of our executive compensation program, policies, practices, and related corporate governance. This section is designed to assist our stockholders in understanding the approach we take to executive compensation, including how our program is designed and linked to our financial performance, and how our executive compensation practices align with the evolution of our business and organizational culture.

Our NEOs for 2021 are:

Effective as of January 1, 2021, Ms. Tucker, our founder and then Chief Executive Officer, assumed the role of Executive Chair of our board of directors. At the same time, Mr. Huffman succeeded Ms. Tucker as our Chief Executive Officer. We refer to these changes as the “CEO Transition.”

In fiscal year 2021, we delivered strong results from a financial and operational standpoint, as highlighted by the following:

Please see Appendix A to this Proxy Statement for a reconciliation of GAAP and non-GAAP net income and free cash flow.

Our mission is to transform how finance and accounting departments operate by modernizing accounting through unifying data and processes, automating repetitive work, and driving accountability through visibility. We have created a comprehensive cloud-based software platform designed to automate, centralize, and streamline financial close operations and other key Finance & Accounting processes for large and midsize organizations.

We are committed to developing a compensation program that rewards our executives in direct alignment with the achievement of both near- and long-term business and strategic objectives (i.e., pay-for-performance). In furtherance of this objective, our compensation committee routinely considers appropriate adjustments to the design of our compensation program to reflect our strategic direction and evolving needs of our business. Additionally, our compensation committee seeks to set compensation levels for our executive officers at competitive levels so that we can attract, retain, and motivate highly qualified executives to contribute to our success. In assessing the overall compensation for executive officers, the compensation committee generally considers our financial performance, stockholder returns and position vs. selected peers, market compensation data, executive’s performance, awards given in previous years, and recommendations of our independent consultant.

Our 2021 executive compensation program consisted of the following core elements:

Our executive compensation program is reasonable, competitive, and rigorously balances the goals of attracting, motivating, rewarding, and retaining our NEOs. To ensure our NEOs’ interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort, a substantial portion of their annual target total direct compensation opportunity is “at-risk” and the actual amounts payable to our NEOs will vary above or below target levels commensurate with our performance.

We emphasize performance-based compensation that appropriately rewards our NEOs for delivering financial, operational, and strategic results that meet or exceed pre-established goals through our cash bonus plan and equity awards.

We maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program regularly to ensure that it supports our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. These policies and practices were in effect during 2021:

The compensation committee discharges the responsibilities of our board of directors relating to the compensation of our NEOs. With respect to our NEOs, the compensation committee reviews and approves at the beginning of the year, or more frequently as warranted, their annual base salaries; cash bonus opportunities and cash bonus payments; long-term equity incentive compensation; employment offers (including post-employment compensation arrangements); and other compensation, perquisites, and other personal benefits, if any.

The compensation committee’s practice of developing and maintaining compensation arrangements that are competitive includes a balance between hiring and retaining the best possible talent and maintaining a reasonable and responsible cost structure.

We do not establish a specific target for setting the target total direct compensation opportunity of our NEOs. When determining and setting the amount of each compensation element, the compensation committee considers the following factors:

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunities for each NEO.

The compensation committee believes each of our CEO, CFO, Chief Legal and Administrative Officer (“CLAO”), and Chief People Officer has valuable insight into the day-to-day contributions of our NEOs, and solicits advice and input from each with respect to performance objectives under our annual bonus plan. Our CEO also provides input with respect to adjustments to annual base salaries, annual cash bonus opportunities, long-term equity incentive compensation opportunities, program structures, and other compensation-related matters for our NEOs (other than with respect to her own compensation). The compensation committee reviews and discusses these recommendations and proposals with our CEO and uses them as one factor in determining and approving the compensation for our NEOs. None of our officers is involved in decisions regarding their own compensation.

The compensation committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2021, the compensation committee retained Compensia to serve as its compensation advisor. This compensation consultant serves at the discretion of the compensation committee.

In 2021, Compensia did not provide any services to us other than the consulting services provided to the compensation committee. The compensation committee regularly reviews the objectivity and independence of the advice provided by its compensation consultant on executive compensation. The compensation committee has considered the six specific independence factors adopted by the SEC and reflected in the listing standards of Nasdaq and determined that the work of Compensia did not raise any conflicts of interest.

To compare our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a group of comparable technology companies. The companies in this compensation peer group were selected on the basis of their similarity to us in size, industry focus, and geographic location. For 2021 pay decisions, the compensation committee used compensation data derived from the compensation peer group as updated in August, 2020. The companies in this compensation peer group were selected on the basis of their similarity to us, based on these criteria:

After consultation with Compensia, the compensation committee approved the following compensation peer group for 2021 compensation decisions:

To analyze the executive compensation practices of the companies in our compensation peer group, Compensia gathered data from public filings. This information is supplemented with survey data from the Radford Global Compensation Survey database of companies that are similar to us in revenue, market

The compensation committee reviews our compensation peer group at least annually and adjusts its composition, taking into account changes in both our business and the businesses of the companies in the peer group.

Our stockholders have an opportunity to cast an advisory vote to approve (i) our NEOs’ compensation and (ii) the frequency of the vote to approve the NEOs’ compensation.

At the 2021 annual meeting, over 95% of the advisory votes cast on our NEOs’ 2020 compensation voted to approve and there was no vote on the frequency of this advisory vote. We believe that the results of this vote affirm our stockholders’ support of our approach to executive compensation, and therefore we have not made any significant changes to our executive compensation program. Where changes have been made, they have been in the direction of conforming to market practices of our compensation peer group. We will consider the results from this year’s and future years’ stockholder advisory votes on NEO compensation when making decisions about our executive compensation program.

In 2021, the primary elements of our executive compensation program consisted of base salary, an annual cash bonus opportunity, and long-term equity incentive compensation in the form of time-based RSU and option awards.

Base salary represents the fixed portion of the compensation of our NEOs and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we establish the initial base salaries of our NEOs through arm’s-length negotiation at the time we hire the individual NEO, taking into account competitive market data, his or her position, qualifications, experience, prior salary level, and the base salaries of our other NEOs. Thereafter, the compensation committee reviews the base salaries of our NEOs annually and makes adjustments to base salaries as it determines to be necessary or appropriate.

In December 2020, effective as of January 1, 2021, the compensation committee reviewed and approved an increase to the base salary of Mr. Huffman to $475,000 and a decrease to the base salary of Ms. Tucker to $328,000, each in connection with the CEO transition, as well as an increase to the base salary of Mr. Woodhams, in connection with his promotion to Chief Revenue Officer. In determining these adjustments, the compensation committee considered a competitive market data analysis provided by Compensia of (i) executives at comparable companies that underwent similar transitions and (ii) Executive Chair compensation, along with past and expected future contributions of each of these executives in their new roles, their prior base salary, and internal equity considerations.

In February 2021, effective as of April 1, 2021, the compensation committee reviewed the base salaries of our NEOs taking into consideration a competitive market analysis prepared by Compensia, the recommendations of our CEO, and the other factors described above.

The annual base salaries for our NEOs that were in effect as of the end of 2020 and 2021, respectively, are set forth below.

Each NEO participated in the 2021 Bonus Plan, which was designed to motivate our NEOs to drive “top line” growth (using a revenue goal) as well as “bottom line” profitability (using a net income goal). Additionally, the Compensation Committee has the discretion to determine achievement of a discretionary component (weighted 20%), as described below.

Each NEO was assigned a target annual cash bonus opportunity, representing a percentage of his or her annual base salary.

In December 2020 and effective as of January 1, 2021, the compensation committee reviewed and approved a decrease to Ms. Tucker’s percentage target annual cash bonus opportunity to 75% in connection with the CEO Transition. In determining this adjustment, the compensation committee considered the same factors it considered in making the adjustment to Ms. Tucker’s base salary as described above, as well as the impact of that adjustment. At the same time, the compensation committee reviewed and approved no change to the percentage target annual cash bonus opportunities for Mr. Huffman and Mr. Woodhams, considering the same factors it considered in making the adjustments to their base salaries in light of the CEO Transition and Mr. Woodhams’ promotion to Chief Revenue Officer, as well as the impacts of those adjustments.

In February 2021, the compensation committee reviewed the target annual cash bonus opportunities of our other NEOs, taking into consideration a competitive market analysis prepared by Compensia, the recommendations of our CEO, and the other factors described above.

Following this review, the compensation committee did not make any changes to the target annual cash bonus percentages of our other NEOs.

Each participant in the 2021 Bonus Plan was eligible to earn from 0% to up to 125% with respect to the financial portion applicable to his or her target annual cash bonus opportunity depending on our actual performance for the year as measured against the financial performance components, and additional amounts under the discretionary component of the 2021 Bonus Plan.

In February 2021, the compensation committee, with input from management, approved revenue and net income as the performance measures for the financial component under the 2021 Bonus Plan. The compensation committee selected these performance measures because it believed that they were appropriate drivers for our business as they provided a balance between growing our business, and managing our expenses, which enhance stockholder value over the short term.

The revenue measure funded with respect to that performance measure as follows:

The net income measure funded with respect to that performance measure as follows:

The discretionary component was included to provide the compensation committee with flexibility to incent achievement of business goals and objectives that may evolve after the beginning of the year. The compensation committee believed that retaining discretion to fund a portion of the 2021 Bonus Plan irrespective of achievement of the financial component was important to reward our NEOs for achievement of these goals.

In February 2022, the compensation committee reviewed our overall performance for 2021, including performance against the performance measures established under the 2021 Bonus Plan. Using the 2021 Bonus Plan performance measures, the discretion it reserved under the discretionary component, the target performance, actual performance and relative weighting were as follows:

Based on this level of achievement, the 2021 Bonus Plan funded at 115.27% of the target amount.

The target annual cash bonus opportunities and the actual cash bonus payments made to the NEOs for 2021 are as follows:

The compensation committee believes long-term equity compensation is an effective means for focusing our NEOs on driving increased stockholder value over a multi-year period, providing a meaningful reward for appreciation in our stock price and long-term value creation, and motivating them to remain employed with us.

In December 2020, the compensation committee approved the sizes of the equity awards for Mr. Huffman and Mr. Woodhams, in connection with Mr. Huffman’s appointment as President and CEO and Mr. Woodhams’ promotion to CRO, with approximate values of $6,000,000 and $2,000,000, respectively, with such awards to be granted in 2021 when equity awards are made to our other officers. In February 2021, the compensation committee approved the size of the 2021 equity award for Ms. Tucker, in connection with her transition from CEO to Executive Chair, with an approximate value of $5,000,000. In determining the size of the 2021 equity awards for these executives, the compensation committee considered the same factors it considered for other long-term equity award decisions, including a competitive market data analysis prepared by Compensia focusing on internal promotions, along with past and expected future contributions of each of these executives in their new roles, their existing holdings, and internal equity considerations.

In February 2021 and consistent with our historical practices, the compensation committee determined the sizes of the 2021 equity awards for the rest of our NEOs and granted equity awards to all our NEOs in the form of 50% time-based RSU awards that are settled in shares of our common stock and 50% stock options that are exercisable for shares of our common stock. The compensation committee believed that providing an equal mix of RSUs and options was important to remain competitive with our compensation peer companies, many of whom use a similar mix. RSUs provide retention incentives for our NEOs and reward them for long-term stock price appreciation while at the same time providing some value even if the market price of our common stock declines. Stock options provide incentives for our NEOs to grow our business and drive value for our stockholders.

As with their other elements of compensation, the compensation committee determined (or in the case of Mr. Huffman and Mr. Woodhams, considered) the amount of long-term incentive compensation for our NEOs as part of its annual compensation review and after taking into consideration a competitive market analysis, the recommendations of our CEO (except with respect to his own long-term equity compensation), each NEO’s skills, experience, and role within the organization, the outstanding equity holdings of each NEO (including the vested and unvested status of such equity holdings), the proportion of our total shares outstanding used for annual employee long-term equity compensation awards (our “burn rate”) in relation to the companies in our compensation peer group, the potential voting power dilution to our stockholders (our “overhang”) in relation to the companies in our compensation peer group, and the other factors described above.

Each of the equity awards listed in the table above for Ms. Tucker vests as to 50% of the shares underlying the award on each of February 20, 2022 and February 20, 2023, subject to her continued service with us through the applicable date.

Each of the option awards listed in the table above for our other NEOs vests as to 25% of the shares underlying the award on February 20, 2022 and as to 1/16^th of the shares underlying the award each quarter thereafter, subject to the NEO’s continued service with us through the applicable date.

These awards are subject to additional vesting acceleration as described in the “Potential Payments Upon Termination or Change of Control” section below.

Our NEOs are eligible to participate in our employee benefit programs on the same basis as our other full-time, salaried employees. We sponsor a Section 401(k) profit-sharing plan, which is intended to qualify for favorable tax treatment under Section 401(a) of the Code. Our eligible U.S. employees, including the NEOs, are entitled to participate on the first day of the month following the date of hire. The Section 401(k) plan includes a salary deferral arrangement under which participants may elect to defer up to 100% of their current eligible compensation up to the statutorily prescribed limit. All participants’ interests in their deferrals are 100% vested when contributed. The Section 401(k) plan permits us to make matching contributions and profit-sharing contributions to eligible participants. In 2020, we paid discretionary matching contributions that are fully vested.

In addition, our NEOs are eligible to participate in our employee benefit programs on the same basis as all of our employees. These benefits include medical, dental and vision benefits, disability insurance, basic life insurance coverage, health savings accounts, and accidental death and dismemberment insurance. All NEOs except for Ms. Tucker are also eligible to participate in our employee stock purchase plan (ESPP).

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Currently, we do not view perquisites, special bonuses, or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites, special bonuses, or other personal benefits to our NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our NEOs more efficient and effective, and for recruitment and retention purposes.

We entered into written employment offer letters with each of our NEOs, other than Ms. Tucker, and an employment agreement with Ms. Tucker. Each of these employment arrangements was approved on our behalf

In filling each of our executive positions, our board of directors or the compensation committee, as applicable, recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, our board of directors and the compensation committee were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations.

For information on the specific terms and conditions of the employment arrangements of the NEOs, see the discussion of “Executive Employment Arrangements” below.

We entered into written participation agreements under our Change of Control and Severance Policy, or the Policy, with each of our NEOs (other than Ms. Tucker) and a written employment agreement with Ms. Tucker that provides for change of control and severance payments and benefits.

We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave our company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.

We believe that these arrangements are designed to align the interests of management and stockholders when considering the long-term future for the company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive and our investors.

All payments and benefits in the event of a change of control of the company are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention power following a change of control and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction.

We do not use excise tax payments (or “gross-ups”) relating to a change of control of the company and have no such obligations in place with respect to any of our NEOs.

On May 12, 2021, our compensation committee conducted a periodic review of the severance and change in control protections provided to our NEOs and other officers under the Policy. Based on such review, conducted with the committee’s independent compensation consultant, Compensia, the committee made certain modifications to such protections to align them with protections provided at compensation peer companies.

For information on the change of control and severance agreements for the NEOs, as well as an estimate of the potential payments and benefits payable under these agreements as of the end of 2021, see “Executive Employment Arrangements” and “Potential Payments Upon Termination or Change of Control” below.

Our Insider Trading Compliance Policy prohibits all our employees, including our NEOs, and the members of our board of directors from engaging in derivative securities transactions, including hedging, with respect to our common stock and from pledging our securities as collateral or holding our securities in a margin account.

In February 2020, the compensation committee and the nominating and corporate governance committee recommended, and our board of directors approved, stock ownership guidelines for our executive officers. Under these guidelines, each executive officer is expected to attain minimum levels of stock ownership equal to 1x (or 5x, in the case of the CEO and Executive Chair) the executive officer’s annual base salary. For purposes of this requirement, shares counted toward these guidelines include any shares owned outright and in-the-money value of vested but unexercised stock options. The value for purposes of satisfying this requirement is the 90-day trailing average of the closing price of our common stock as of the last trading day of the fiscal year prior to the compliance date. Executive officers have until the later of February 2025 or, if applicable, the fifth anniversary of the date they become an executive officer or are appointed to their position to comply with these guidelines. If an executive officer does not achieve the minimum level of ownership by the executive officer’s compliance date, then 50% of the after-tax value of the executive officer’s exercised options or vested RSUs will be retained until the minimum level of ownership for the executive officer is met. As of December 31, 2021, all of our executive officers had exceeded the current guidelines.

Section 162(m) of the Code generally limits the amount we may deduct from our federal income taxes for compensation paid to our CEO and certain other current and former executive officers that are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, subject to certain exceptions. The regulations promulgated under Section 162(m) of the Code contain a transition rule that applies to companies, such as ours, that become subject to Section 162(m) of the Code by reason of becoming publicly held. Pursuant to this rule, certain compensation granted during a transition period (which ended on the 2020 annual meeting for us) currently is not counted toward the deduction limitations of Section 162(m) of the Code if the compensation is paid under a compensation arrangement that was in existence before the effective date of the initial public offering and certain other requirements are met. While certain of our equity awards may be eligible to be excluded from our deductibility limitation of Section 162(m) of the Code pursuant to this transition rule, the compensation committee has not adopted a policy that all equity or other compensation must be deductible.

In approving the amount and form of compensation for our NEOs in the future, the compensation committee generally considers all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. The compensation committee may, in its judgment, authorize compensation payments that will or may not be deductible when it believes that such payments are appropriate to attract, retain or motivate executive talent.

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“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 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.

The compensation committee, in cooperation with management, reviewed our 2021 compensation programs. Our compensation committee believes that the mix and design of the elements of such programs do not encourage our employees to assume excessive risks and accordingly are not reasonably likely to have a material adverse effect on our company. We have designed our compensation programs to be balanced so that our employees are focused on both short and long-term financial and operational performance. In particular, the weighting towards long-term incentive compensation discourages short-term risk taking. Goals are appropriately set with targets that encourage growth in the business, while doing so in a manner that encourages profitability.

The employment agreement provides Ms. Tucker with an initial annual base salary of $350,000 and an on-target bonus opportunity equal to 100% of her base salary, based upon achievement of performance objectives to be determined by our compensation committee. In connection with her transition to Executive Chair, Ms. Tucker’s salary was reduced to $328,000 and her on-target bonus opportunity was reduced to 75% of her base salary, each effective January 1, 2021.

Ms. Tucker’s employment agreement also provides that if her employment is terminated by us without “cause” (excluding by death or disability), we decide to not renew Ms. Tucker’s agreement, or Ms. Tucker resigns for “good reason” (as such terms are defined in Ms. Tucker’s agreement), Ms. Tucker will receive (i) a lump sum payment equal to 18 months of Ms. Tucker’s base salary then in effect; (ii) a lump sum payment equal to the premium costs for Ms. Tucker and her eligible dependents to continue health insurance coverage under COBRA for 18 months; (iii) a lump sum amount equal to the prorated portion of Ms. Tucker’s annual bonus for the year of termination that would have been paid to Ms. Tucker had Ms. Tucker been employed by us for the entire fiscal year of termination, based on actual performance for the year (and assuming any individual performance goals would have been met at target levels); and (iv) a lump sum amount equal to the earned but unpaid bonus for the prior fiscal year, if any.

Ms. Tucker’s employment agreement also provides that if her employment is terminated by us without “cause” (excluding by death or disability), we decide to not renew Ms. Tucker’s agreement, or Ms. Tucker resigns for “good reason” and such termination occurs in connection with, or within three months before or 24 months after a “change of control” (as such term is expected to be defined in Ms. Tucker’s agreement), Ms. Tucker will receive (i) a lump sum payment equal to 12 months of Ms. Tucker’s base salary then in effect, or, if greater, as in effect immediately prior to the change of control; (ii) a lump sum payment equal to the premium costs for Ms. Tucker and her eligible dependents to continue health insurance coverage under COBRA for 12 months; (iii) a lump sum amount equal to the earned but unpaid bonus for the prior fiscal year, if any; and (iv) 100% of the shares subject to Ms. Tucker’s outstanding company equity awards will vest and, to the extent applicable, become exercisable.

Ms. Tucker’s employment agreement also provides that if her employment is terminated due to her death or disability, Ms. Tucker will receive (i) a lump sum amount equal to the earned but unpaid bonus for the prior fiscal year, if any and (ii) a lump sum amount equal to the Ms. Tucker’s target bonus, pro-rated to reflect time served in the year of termination. Any receipt of severance benefits by Ms. Tucker will be contingent upon her execution and non-revocation of a separation agreement and release of claims against us. In the event any of the payments provided for under Ms. Tucker’s employment agreement or otherwise payable to Ms. Tucker would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, could be subject to the related excise tax under Section 4999 of the Code, she would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to her. Ms. Tucker’s employment agreement does not require us to provide any tax gross-up payments.

The compensation committee has reviewed and discussed with management the section titled “Executive Compensation” (the “Executive Compensation Disclosure”), including, without limitation, the disclosure under the heading “Compensation Discussion and Analysis,” summary executive compensation tables and related narrative information included in this proxy statement. Based on such review and discussion, the compensation committee has recommended to the board of directors that the section titled “Executive Compensation Disclosure” be included in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The following table presents information concerning the total compensation of our NEOs for services rendered to us in all capacities during the years ended December 31, 2021, 2020, and 2019.

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

The following table presents information concerning all outstanding equity awards held by each of our NEOs as of December 31, 2021: