Alteryx Inc - Ordinary Shares (AYX) DEF 14ADefinitive proxy

This proxy statement includes “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties, including statements regarding our expectations with respect to annual recurring revenue and operating profitability; macroeconomic conditions and related impacts; our ability to execute our growth, go-to-market and product strategies, including with respect to our cloud offerings; our ability to assist our customers with their digital transformation efforts and the extent of the anticipated impact of data science and analytics on business and societal transformation; our ability to scale our products and operations and introduce new product innovation; our plans for corporate social responsibility, including our strategies, reporting and ultimate impacts with respect thereto; 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: our history of losses; our ability to develop, release and gain market acceptance of product and service enhancements and new products and services to respond to rapid technological change in a timely and cost-effective manner; our dependence on our software platform for substantially all of our revenue; volatile and significantly weakened global economic conditions; our ability to manage our growth and the investments made to grow our business effectively; our ability to develop a successful business model to sell products and services acquired or to integrate such products or services into our existing products and services; our ability to attract new customers and retain and expand sales to existing customers; our ability to establish and maintain successful relationships with our channel partners; intense and increasing competition in our market; the rate of growth in the market for analytics products and services; 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; and other general market, political, economic and business conditions, including, but not limited to, impacts related to the ongoing conflict in Ukraine, inflationary pressures, rising interest rates and turmoil in the U.S. banking system; and other risks and uncertainties listed in our Annual Report on Form 10-K for the year ended December 31, 2022 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.

We are a leader in analytics automation. The Alteryx Analytics Automation Platform empowers “analytics for all” by delivering easy, end-to-end automation of data engineering, analytics, reporting, machine learning and data science processes, enabling enterprises to democratize data analytics across their organizations for a broad range of use cases. Whether working in the cloud or on-premise, data workers, regardless of technical acumen, are empowered to be curious and solve problems. With the Alteryx Analytics Automation Platform, users can automate the full range of analytics and data science processes, embed intelligent decision-making and actions, and empower their organization to enable top and bottom-line impact, efficiency gains and rapid upskilling.

We are committed to supporting the development of our employees and to continuously building on our strong culture. Rooted in our five core values of Customer First, Accountability, Equality, Integrity and Empowerment, our employees and our leadership team are focused on a culture of values in action across each dimension of the employee experience.

Our board of directors remains focused on regular review and enhancement of its composition, oversight and governance practices and on succession planning to enable our board of directors to continue effective oversight of the company and our business.

The accompanying proxy is solicited on behalf of the board of directors of Alteryx, Inc. for use at our 2023 Annual Meeting of Stockholders, or Annual Meeting, to be held exclusively online via webcast on Wednesday, May 17, 2023 at 8:00 a.m. (Pacific Time), and any adjournment or postponement thereof. There is no physical location for the Annual Meeting. 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 April 4, 2023. An Annual Report for the year ended December 31, 2022 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, including to our Employer Information Report (EEO-1), 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 23, 2023, or the Record Date, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 62,539,960 shares of Class A common stock and 7,886,450 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 at the Annual Meeting or if you have properly submitted a proxy.

In deciding all matters at the Annual Meeting, as of 5:00 p.m. Pacific Time 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.

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, 2023 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes cast “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 cast “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. A “WITHHOLD ALL” with respect to the election of directors will have the same effect as an abstention.

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, 2023 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 III 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, 2023, 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 has any substantial interest in any matter to be acted upon, other than, with respect to the directors so nominated, their elections to office under Proposal No. 1. None of our executive officers has any substantial interest in any matter to be acted upon.

Votes submitted by telephone or through the Internet must be received by 11:59 p.m. Eastern Time on May 16, 2023. 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 online 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.

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, e-mail, telephone, facsimile, or by other similar means. 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

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 our leadership structure is appropriate for us and our stockholders, but 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, who previously served as our Chief Executive Officer, is currently Executive Chairman and the Chairman of our board of directors and continues 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. Warmenhoven currently serves as the lead independent director, maintaining a strong, independent and active board. Mr. Warmenhoven was selected as our lead independent director due to his extensive experience in the technology industry as well as his leadership capabilities based on his experience as a board member and senior executive in the technology industry. As lead independent director, Mr. Warmenhoven 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. In our current board leadership structure, and as described in our Corporate Governance Guidelines, Mr. Stoecker and Mr. Warmenhoven consult with one another in directing the periodic administrative duties of the board of directors, such as scheduling and setting agendas for meetings of our board of directors, amongst other responsibilities, on behalf of the company. As appropriate, and as described in our Corporate Governance

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. For example, in 2022, we conducted our annual enterprise risk assessment to identify and prioritize risks that could impact our performance objectives. Identified risks and proposed mitigation plans were developed by members of management, provided to our board of directors and utilized as an input during subsequent strategy meetings.

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 assists our board in fulfilling its oversight responsibilities with respect to risk management, reviews our major financial risk exposures, our internal control over financial reporting, our disclosure controls and procedures, and 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. As part of its independent risk oversight function, our audit committee devotes significant time and attention to cybersecurity, data privacy and information security risk and cyber incident preparedness and response. We have a data protection officer within the Legal function who reports on privacy matters directly to our Chief Legal Officer. We also maintain a dedicated Information Security function that provides regular reports to our audit committee on cyber threats, incident response and progress towards internal goals. These reports address a range of topics, including the threat environment, updates on technology trends, updates on product security, updates on infrastructure security, policies and practices, and specific and ongoing efforts to prevent, detect and respond to internal and external critical threats.

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 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, our board of directors determined that Charles R. Cory, Jeffrey L. Horing, Anjali Joshi, Timothy I. Maudlin, CeCe Morken, Eileen M. Schloss and Dan Warmenhoven, 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. Neither Mr. Anderson nor Mr. Stoecker are “independent directors” as defined under the applicable rules, regulations and listing standards of the New York Stock Exchange or the applicable rules and regulations promulgated by the SEC by virtue of their positions as officers of the company during the last three years.

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., 17200 Laguna Canyon Road, Irvine, California 92618, 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, 2022 included Mr. Cory, Mr. Maudlin, Ms. Schloss and Mr. Warmenhoven. No member of our compensation committee in 2022 was at any time during 2022 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 2022, 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 2022, our board of directors met five times and acted by unanimous written consent seven times, the audit committee met five times and acted by unanimous written consent two times, the compensation committee met nine times and acted by unanimous written consent 18 times and the nominating and corporate governance committee met five times and acted by unanimous written consent one time. During 2022, 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 2022, director attendance at meetings of our board of directors and each of its committees was 100%.

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 2022 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, Mr. Warmenhoven, 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.

We are committed to protecting and fostering diversity and well-being on our teams, engaging in giving back to the communities where we live and work and building sustainability into our growth strategy. As we continued developing a meaningful social impact strategy, during 2022 we grew our Social Impact team to regionalize our efforts in the Europe, Middle East and Africa region and in the Asia-Pacific and Japan region.

We recognize the importance of a thoughtful approach to corporate citizenship and sustainability. We are proud to offer our social impact programs, including:

Additionally, we partner with nonprofits that are focused on serving underserved communities by filling gaps in data literacy, forging breakthrough career paths and creating positive social impact. In 2022, we donated over $725,000 to nonprofits that are aligned with our core focus areas, including increasing our investments in our strategic partnership program by over 100% since 2021.

In addition to our strategic partnership program and humanitarian relief efforts, we believe it is our responsibility to help engage our employees in small acts of kindness that can contribute to major change and impact. In 2022, our employees supported over 300 nonprofit organizations through either volunteerism or monetary donations through the Alteryx for Good Giving Portal. Collectively, our employees made charitable contributions totaling approximately $225,000 during 2022.

We also continued to partner with Carver Federal Savings Bank to further invest in our surrounding communities and to support historically disadvantaged communities by depositing funds with community development banks.

To demonstrate our belief that data science and analytics has the power to change the world for the better, in 2022, we donated over 400 unique licenses for Alteryx products to 188 nonprofit organizations through our Tech for Good program, for a total value of over $1.8 million (based on our standalone selling price for specific products actually sold to for profit customers). Our Tech for Good program helps nonprofit organizations make insightful decisions faster by providing them with opportunities to collaborate with our network of employees, customers and partners via the Alteryx for Good Co-Lab.

In 2022, our SparkED program continued to provide educators and learners across all fields of study with free Alteryx software, teaching tools and learning resources so that they can question, understand and solve their challenges with data. Through SparkED, we hope to meet the demand for digital transformation powered by data analytics and data science in organizations of all sizes and empower a new generation of knowledge workers with the skills they need to advance their learning and career pathways.

The SparkED program is available for students and educators in higher education, continuing or online education programs, or independent career changers looking to upskill or reskill. As SparkED learners move through the program, they have access to the same materials used by business professionals to develop their analytics skills, including the opportunity to obtain Alteryx product use certifications, as well as access to potential internships and career opportunities with us, our global customers and our partners. Since 2019, we have distributed over 150,000 licenses to students, educators, career changers or as lab licenses across 48 different countries and over 930 academic institutions worldwide.

We are committed to building our ESG program to provide transparency and accountability to our social impact and corporate governance initiatives. Our nominating and corporate governance committee is responsible for overseeing our programs addressing corporate responsibility, sustainability and ESG matters. Our board of directors has been advised on and has also considered various climate-related matters that impact our business and that may impact our global footprint.

In 2021, we conducted an ESG materiality assessment to identify the areas and priorities that most impact our business and community. We partnered with qb. consulting, a women-owned and minority-led ESG consulting firm, to gather the perspectives of key internal and external stakeholders through a series of in-depth interviews. The results of the materiality assessment were reviewed in 2022 and are included below. These results continue to inform our ESG strategy by guiding our initiatives and disclosure on the areas identified as the most influential on our business success and most important to our stakeholders. We plan to report on these initiatives and our progress using one or more frameworks in our inaugural ESG Report, which we expect to publish in 2023. The information contained in our ESG Report is not intended to be incorporated into this Proxy Statement.

We are committed to understanding our environmental impact and, in 2022, we launched our first greenhouse gas inventory to measure carbon emissions from both direct and indirect sources. The inventory uses a

We are also working to reduce our environmental impact and drive company-wide sustainability education and awareness through our workplace sustainability initiatives. We have formed stakeholder working groups to discuss the implementation of global standards that minimize the environmental impact of our workplaces and promote employees’ sustainable daily decisions at their work and home spaces. In 2022, we both continued and introduced several new sustainability initiatives, including:

We also continue to provide opportunities for our employees to join educational webinars, engage in virtual eco-challenges and volunteer in-person with local environmental nonprofit organizations. In 2022, we hosted our first global Earth Month celebration, which included 13 region-specific volunteering events and five global educational workshops and webinars. We also hosted our first E-Grand Prix, where employees had the opportunity to use Alteryx Designer to solve challenges relating to global warming and climate change, which resulted in charitable donations to three of our Tech for Good sustainability nonprofit partners.

To help employees feel seen and supported, we have nine employee resource groups, or ERGs, which are safe places where employees and their allies can connect based on shared characteristics or lived experiences. Our ERGs aim to support, empower and advocate for the advancement, inclusion and equitable treatment of the demographic they represent both inside the company and in the communities in which we live, work and serve. Each ERG receives an annual budget for hosting trainings, workshops and events promoting open

Listening circles are another tool we use and are designed to help our employees feel seen and supported in the face of tragedy. When societal crises occur, ERGs and employees can host a listening circle, which allows impacted groups and their allies to come together virtually to talk through the emotions, fears and concerns they might be experiencing.

As we seek to maintain a diverse base of employees, in 2022 we continued to invest in our strategic partnerships with CodePath and Black Professionals in Tech. Additionally, our Early in Career team continued to build and scale our internship program, which was designed to be centered around equality and inclusion and engages vendors that align with our core company values and offer experiences that appeal to different student personas, including a workshop on inclusive leadership and a volunteer activity focused on mental health support. In 2022, we hosted over 100 interns and grew our intern experience outside of the United States, building a pipeline of talent for our company. Within this intern class, 54% of our U.S.-based interns self-identified as underrepresented minorities and 46% of our U.S.-based interns self-identified as women or non-binary. We also hosted first-generation talent, interns who were transitioning from one career to another, veterans and students coming from differentiated socio-economic backgrounds.

We have invested in our leadership development and diversity initiatives to help identify and develop our top talent and future leaders. Our Emerging Leaders Program continues to provide an opportunity for growth for anyone who has indicated an interest in people leadership. Through participation in a 17-week, instructor-led program, employees are provided the opportunity to learn key leadership principles and skills and begin a formal mentorship with an assigned people leader at the company. In addition, our SOAR mentorship program continues to develop women leaders within our Sales organization, with the goal of cultivating our existing talent to become future company leaders. In 2022, we also launched the Women’s Executive Shadow Program. The program was designed for women employees to spend a day with an executive. Through the experience, the participant expands her network, gets a behind-the-curtain view of how executives operate, builds her business acumen and receives support for her career development. There were 43 pairs of women and executives in the program’s first cohort.

We believe that organizations are stronger when they have the power of data-driven decision-making behind them. We use our Analytics Automation Platform to measure our diversity hiring goals and track important and complex issues, such as pay equity. Our pay equity workflow is available for free on our online Community for other companies to use as a starting point for their own DEI&B journey.

As of December 31, 2022, we had over 2,900 full-time employees located globally in 15 countries. Of these employees, 2,046 (70%) were located in the U.S. and Canada, 556 (20%) in Europe, Middle East and Africa and 302 (10%) in Asia-Pacific and Japan.

In addition, we voluntarily and publicly disclose our Employer Information Report (EEO-1) on the “Diversity, Equity, Inclusion & Belonging” section of our website, which is located at www.alteryx.com, under “Alteryx for Good” in the “About Us” section.

We prohibit discrimination, harassment and retaliation based on protected classes. We also ensure that our physical and virtual workplaces are safe and healthy and in compliance with all applicable local laws and regulations in each of our countries of operation. We continue to evaluate and refine our practices and policies to promote a culture that fosters diversity and inclusion.

As part of our stockholder engagement program overseen by our board of directors, following our 2022 annual meeting of stockholders, we reached out to 22 of our largest stockholders, representing approximately 54% of our outstanding Class A common stock as of June 30, 2022, to share their perspectives with us. During the fourth quarter of 2022, we met with 11 stockholders who accepted our offer to engage, collectively representing approximately 43% of our Class A common stock as of June 30, 2022.

Mr. Warmenhoven, our lead independent director, attended 55% of the engagement meetings with our stockholders.

In these engagement meetings, we heard perspectives on a range of topics, including board composition and leadership structure, corporate governance and our ESG priorities and reporting, and engaged in meaningful discussions about our executive compensation program.

These viewpoints and valuable insights were conveyed to our board of directors and relevant committees of our board of directors and informed board discussions in early 2023.

Below is a summary of the common themes raised during the engagement effort. For detail on our executive compensation program and our stockholder engagement with respect to our executive compensation program, please refer to the section titled “Executive Compensation—Compensation Discussion and Analysis” in this Proxy Statement.

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, our 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. 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.

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, but not limited to, diversity of gender, ethnicity, race and sexual orientation. The nominating and corporate governance committee also seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds 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.

Our board of directors expects that each of its members will be able to dedicate the time and resources sufficient to ensure the diligent performance of his or her duties to our board, including attending board and applicable committee meetings. Accordingly, our Corporate Governance Guidelines require that directors may not serve on the boards of more than five public companies, including our board of directors. Further, our Corporate Governance Guidelines require that our Chief Executive Officer may not serve on the board of more than two public companies, including our board of directors. Our directors are also expected to limit the

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 his or her assessment of the performance of the board of directors and its committees, his or her own performance and the performance of fellow members of the board of directors.

The board evaluation process includes receiving feedback from members of our board of directors on a range of topics, including but not limited to:

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 III will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders held in 2024 and 2025, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the three Class III nominees named below, each of whom is currently serving as a director in Class III, be elected as a Class III director for a three-year term expiring at the 2026 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 April 4, 2023 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 April 4, 2023 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

The following table provides information for the year ended December 31, 2022 regarding all compensation awarded to, earned by or paid to each person who served as a director for some portion or all of 2022, other than Mr. Anderson, our Chief Executive Officer. Mr. Anderson is not included in the table below as he is an employee and receives no compensation for his service as a director. The compensation received by Mr. Anderson as an employee is shown in the “Executive Compensation—Summary Compensation Table” below.

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, Alpine Rewards, LLC, or Alpine Rewards, 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. Our compensation committee and board of directors reviewed our non-employee director compensation policy in February 2023 and determined to make no changes for 2023.

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 Amended and Restated 2017 Equity Incentive Plan, or the 2017 Plan, as described below. The policy and amounts described below are those that were in effect during fiscal year 2022.

The Initial Award will be granted effective on the date on or following the non-employee director’s appointment to the board of directors as provided under our Equity Granting Policy for “new hire grants”, or the Initial Award Grant Date.

The number of RSUs granted subject to the Initial Award will be calculated by dividing $380,000 by the average daily closing price of our 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 vests on the one-year anniversary of the Initial Award Grant Date, and one-third of the total RSUs subject to the Initial Award vests 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 will be deemed to have occurred. The Initial Award will 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.

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 our 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 fully vests 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 will be deemed to have occurred. The Pro Rata Award will accelerate in full upon the consummation of a Corporate Transaction.

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 $200,000 by the average daily closing price of our 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 fully vests 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 will be deemed to have occurred. The Annual Award will accelerate in full upon the consummation of a Corporate Transaction.

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, 2023 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, 2023 requires the affirmative vote of the holders of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting that are voted “FOR” or “AGAINST” the proposal. 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, 2022. 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, 2021 and 2022, 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.

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 15, 2023, by:

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 61,677,908 shares of Class A common stock and 7,886,450 shares of Class B common stock outstanding as of February 15, 2023. 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 15, 2023 or RSUs that may vest and settle within 60 days of February 15, 2023 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., 17200 Laguna Canyon Road, Irvine, California 92618.

The names of our executive officers and key employees, their ages as of April 4, 2023 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.

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 2022. These individuals are referred to as our named executive officers. During 2022, these individuals were:

We are a leader in analytics automation. The Alteryx Analytics Automation Platform empowers “analytics for all” by delivering easy, end-to-end automation of data engineering, analytics, reporting, machine learning and data science processes, enabling enterprises to democratize data analytics across their organizations for a broad range of use cases. Whether working in the cloud or on-premise, data workers, regardless of technical acumen, are empowered to be curious and solve problems. With the Alteryx Analytics Automation Platform, users can automate the full range of analytics and data science processes, embed intelligent decision-making and actions, and empower their organization to enable top and bottom-line impact, efficiency gains and rapid upskilling. As of December 31, 2022, we had over 8,300 customers in more than 90 countries, including over 930 of the Global 2000 companies, and we had over 2,900 full-time employees. Of these employees, 2,046 (70%) were located in the United States and Canada, 556 (20%) in Europe, Middle East, and Africa and 302 (10%) in Asia-Pacific and Japan. Of our employees, 49% support our sales and marketing function, followed by 25% in the research and development function, 15% in general and administrative and 11% supporting cost of revenue.

During 2023, we expect to focus on three initiatives to continue to drive our success. First, we expect to continue focusing on the Alteryx Analytics Cloud platform to provide a cloud-based, end-to-end, low-code / no code data analytics platform for all. Second, we intend to continue to refine our go-to-market activities with our expanded sales force and customer success team and updated partner program. Third, as we move beyond the investment phase of 2022, we are committed to increasing operating profitability.

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, applicable regulatory requirements and strong governance practices. The following are important features of the design and operation of our executive compensation program:

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 its independent compensation consultant, 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 2022, our named executive officers had the following target pay mix:

At our annual meeting of stockholders in May 2022, our non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote) received 72.8% support of stockholder votes cast. Our compensation committee and the full board of directors took this vote outcome seriously and initiated a stockholder outreach effort to understand the full range of stockholder perspectives that drove the lower “Say-on-Pay” vote relative to prior years and to develop appropriate, responsive actions.

Following our 2022 annual meeting of stockholders, we reached out to 22 of our largest stockholders, representing approximately 54% of our outstanding Class A common stock as of June 30, 2022, to engage and share their perspectives with us. During the fourth quarter of 2022, we met with 11 stockholders who accepted our offer to engage, collectively representing approximately 43% of our outstanding Class A common stock as of June 30, 2022.

Stockholders had varying perspectives and priorities with respect to our executive compensation program. Of those we met with, many of our stockholders understood and appreciated our approach to executive compensation and the compensation committee’s effort to retain our key executive leaders in challenging macroeconomic conditions. The stockholders who did not support our 2022 “Say-on-Pay” proposal focused primarily on concerns related to certain one-time fixed cash bonuses provided to newly hired executive officers, retention bonuses and the use of the same performance metric in both the short- and long-term incentive plans.

Below is a summary of the common themes raised during the engagement effort and the perspective of our board of directors with respect to that feedback.

We believe that these actions implemented by our compensation committee in response to our stockholders’ views, including specific consideration of suggestions and perspectives as part of the board of directors’ and compensation committee’s annual review of compensation, have further strengthened the pay and performance alignment of our executive compensation program.

We hope that by providing additional insight into the board of directors and committee actions, as well as describing the compensation program changes and forward-looking considerations made in response to our ongoing dialogue with our stockholders, we have conveyed the seriousness with which our compensation committee and entire board of directors considered and responded to the perspectives of our stockholders.

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. Our compensation committee also annually reviews the performance of and expected contributions from our Executive Chairman and reviews and approves the compensation for our Executive Chairman. Our compensation committee retains, and does not delegate, any of its responsibility to determine executive compensation.

In setting compensation levels for 2022 as part of our annual compensation review, the compensation committee continued to retain the services of Aon’s Human Capital Solutions practice, a division of Aon plc (formerly known as Radford), or Aon, as its independent compensation consultant. In this capacity, Aon advised the compensation committee on compensation matters related to reviewing and setting 2022 compensation for our executives and directors.

The compensation committee engaged Compensia, Inc., or Compensia, in the first quarter of 2022 to provide separate independent compensation consulting services in connection with the structuring of and value analysis related to the Stockholder Alignment PSUs, which are discussed in detail under “—Elements of Compensation—Stockholder Alignment PSU Awards.”

In June 2022, following a comprehensive search, the compensation committee retained Alpine Rewards as its independent compensation consultant. Alpine Rewards focuses on the technology sector and provides deep analytical and compensation expertise and strategic advisory services. In this capacity, Alpine Rewards has advised the compensation committee on compensation matters related to the executive and director compensation programs since June 2022. In 2022, Alpine Rewards assisted the compensation committee with, among other things:

The compensation committee has the sole authority to engage and terminate Alpine Rewards’ services, as well as to approve its compensation (and had the same authority with respect to its prior compensation consultants during 2022). Alpine Rewards makes recommendations to the compensation committee but has no authority to make compensation decisions on behalf of the compensation committee or the company (as was the same for the prior compensation consultants during 2022). Alpine Rewards reported to the compensation committee and had direct access to the chairperson and the other members of the compensation committee (as did the prior compensation consultants during 2022). Beyond data and advice related to director and executive compensation matters and employee equity plan design, Alpine Rewards did not provide other services to us in 2022.

The compensation committee conducted specific reviews of its relationships with each of the compensation consultants it engaged in 2022 and determined that none of the compensation consultants’ work for the compensation committee raised any conflicts of interest. Each of the compensation consultants’ 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 August 2021, the compensation committee, with the assistance of Aon, considered several factors in determining the composition of our peer group for purposes of evaluating the 2022 compensation of our named executive officers, including:

Using these criteria, the following 20 companies were identified by the compensation committee and Aon as the defined peer group for 2022 executive compensation decisions:

Our compensation committee removed Okta, Slack Technologies and The Trade Desk from our 2022 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 Avalara, Elastic, Rapid7 and Workiva to our 2022 compensation peer group based on the criteria set forth above.

In July 2022, the compensation committee and Alpine Rewards reviewed the peer group to ensure that it continued to reflect the appropriate peer selection criteria. The compensation committee, with the assistance of Alpine Rewards, determined to increase the revenue parameters to range between $300 million and $1.5 billion and decrease the market capitalization parameters to range between $1 billion and $12 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, an enhanced focus on enterprise software companies (regardless of initial public offering date) and a focus on “hub” locations to reflect our talent market, with all other criteria remaining unchanged. Changes to the 2023 peer group that was used for reference while making 2023 executive officer compensation decisions 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, in consultation with its independent compensation consultant.

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 the factors listed above. Increases in base salary typically take effect as of March 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 2022 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, or the 2022 Bonus Plan, which is the same bonus plan in which our employees are also generally eligible to participate. Executive officers that participate in the 2022 Bonus 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 2022, our named executive officers had the following annual cash incentive opportunities under the 2022 Bonus Plan, which were unchanged from the prior year for each of our named executive officers:

In February 2022, our compensation committee established the 2022 Bonus Plan with an ARR performance target of $840.0 million. If the company achieved less than 80% of the ARR performance target, the bonus pool would not be funded. At 80% achievement of the ARR performance target, the bonus pool would be funded at 80% of target funding. At 100% achievement of the ARR performance target, the bonus pool would be funded at 100% of target funding. At 110% achievement of the ARR 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 ARR was above or below the target achievement thresholds, the bonus pool funding amount would be interpolated between pool funding amounts.

Our 2022 Bonus Plan used an ARR performance metric because it has historically aligned with the way the investment community has evaluated our performance and because our compensation committee determined that one of the most important factors in increasing stockholder value in 2022 was ARR growth. ARR is a business performance metric that has been used by investors to assess the health and trajectory of our software subscription business and is a cornerstone metric for our compensation programs because it provides investors with visibility into the predictable, recurring revenue from our subscriptions. ARR is also a primary metric we use, together with revenue, for evaluating our financial performance. We report quarterly on, and provide guidance with respect to, ARR. We calculate ARR as the annualized recurring value of all active subscription contracts at the end of a reporting period, excluding the value of non-recurring revenue streams, such as certain professional services.

In July 2022, to financially support our employees in challenging macroeconomic conditions, our compensation committee amended the 2022 Bonus Plan to provide a semi-annual payout for all employees who participate in the 2022 Bonus Plan and established an ARR performance target of $729.0 million for determining the Semi-Annual Period (as defined below) achievement. This amendment to our 2022 Bonus Plan was made concurrently with the preparation of our quarterly report on Form 10-Q for the three months ended June 30, 2022 and we had preliminarily determined that, as of June 30, 2022, we had achieved ARR representing approximately 87% of the annual target achievement amount. Because a large portion of our ARR is realized in the fourth quarter of each year, this percentage achievement as of June 30, 2022 was determined to be consistent with our projections for full target achievement by December 31, 2022. This amendment to the 2022 Bonus Plan was also applicable to our named executive officers. The annual ARR performance targets and

The earned incentive under the amended 2022 Bonus Plan was payable based on our achievement of a semi-annual target and an annual target, with (i) 50% of each participant’s annual bonus target payable in August or September 2022 based on performance from January 1, 2022 through June 30, 2022, or the Semi-Annual Period, and (ii) 50% of the annual bonus target payable on or before March 31, 2023 based on performance from January 1, 2022 through December 31, 2022, or the Annual Period. The base salary and target bonus percentage in effect on June 30, 2022 and December 31, 2022 were used in calculating the applicable payout for the Semi-Annual Period and the Annual Period, respectively. If an employee received a Semi-Annual Period payment, such payment was deducted from the Annual Period payment.

As noted above, no changes were made to either the annual ARR performance targets or resulting pool funding in the amended 2022 Bonus Plan.

In February 2023, to recognize company performance in continued challenging macroeconomic conditions, our compensation committee further amended our 2022 Bonus Plan to allow for part-time employees to participate and to provide that the ARR performance percentage achievement would be rounded up to the nearest whole number.

Based on the bonus pool funding that results from the level of achievement of our ARR goal, an individual may receive between 0% and 200% of their target award; however, for 2022, the payment for the Semi-Annual Period was limited to 100% of the individual’s Semi-Annual Period target award. Likewise, any Semi-Annual Period payment offset any Annual Period payment for 2022. Bonuses were also subject to further adjustment based on the achievement of individual performance expectations and goals for the Annual Period but not the Semi-Annual Period.

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 time-based stock options and RSUs, but our compensation committee has generally transitioned to primarily using RSUs. The compensation committee believes that RSUs serve as an important retention vehicle and align the interests of management and stockholders while being less dilutive than stock options. During 2021, in response to, among other things, market trends, our compensation committee’s assessment of our overall compensation program in light of our 2021 Say-on-Pay results and investor feedback, the compensation committee introduced PSUs as a meaningful component of equity award allocations for certain of our executive officers. Our compensation committee continued to award PSUs to certain of our executive officers in 2022 and diversified the vesting conditions underlying these awards from those used in 2021. The PSUs awarded in 2022 were earned and eligible to vest upon the compensation committee’s certification of ARR achievement of $833.5 million during the period from January 1, 2022 through December 31, 2022, or the 2022 PSU Performance Period.

In addition to time-based RSUs and PSUs, in March 2022, the compensation committee granted to certain executives, including Mr. Anderson, Ms. Hansen, Mr. Rubin, Mr. Vittal and Mr. Lal, Stockholder Alignment PSUs, which may be earned and vested only if we achieve certain stock price targets over a seven-year period and the executives continue to provide services to us on each achievement date as described in further detail below in “—Stockholder Alignment PSU Awards.” The Stockholder Alignment PSUs awarded in 2022 currently remain unearned and unvested. Our compensation committee also granted certain time-based RSUs to certain of our executives, including certain of our named executive officers, in a value-for-value exchange for certain outstanding out-of-the-money stock options, which RSUs included a new, additional two-year quarterly vesting schedule.

In light of the one-time grants of Stockholder Alignment PSU awards, the compensation committee determined not to grant Mr. Anderson any annual RSUs or annual PSUs for 2022.

Our general policy is to grant 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 or special incentive events and in connection with acquisitions. All required approvals are obtained in advance of or on the actual grant date. Annual equity grants to our continuing executive officers are typically approved during our company-wide performance review period that occurs in March. The timing of annual equity award grants to our continuing executive officers is not coordinated in a manner that intentionally benefits our executive officers.

Our named executive officers received RSUs and PSUs in 2022. The following RSU and PSU grants were awarded to our named executive officers in 2022:

In February 2022, our compensation committee approved annual equity awards to each of our named executive officers, except for Mr. Anderson, consisting of 75% time-based RSUs and 25% PSUs, or the 2022 PSUs. Mr. Anderson received Stockholder Alignment PSUs but did not receive awards of time-based RSUs or 2022 PSUs during 2022. The values of the time-based RSUs granted in 2022 and the 2022 PSUs were based on, among other factors, market data.

The time-based RSUs granted in 2022 vest as to one-twelfth of the shares subject to the RSUs on each of the quarterly anniversaries of the vesting commencement date, subject to the individual’s continued service to us through the applicable vesting date. The RSUs will be subject to acceleration upon certain events as described in greater detail in “—Potential Payments upon Termination or Change in Control.”

The 2022 PSUs were designed to be earned and eligible to vest upon the achievement of an ARR-based performance target of $840.0 million during the 2022 PSU Performance Period. ARR was selected as the key performance metric for the 2022 PSUs as well as our 2022 Bonus Plan because our compensation committee determined that one of the most important factors in increasing stockholder value in 2022 was ARR growth. Our compensation committee considered a variety of factors, including our continued growth, our dynamic, highly competitive and fast-moving industry and the difficulty of predicting future performance in such an environment, and concluded that a one-year ARR-based performance metric incentivized our high-caliber executives to focus on and achieve performance objectives directly connected to our growth plan and, as a result, aligns their success with the interests of our stockholders. If the company achieved less than 80% of the ARR performance target, none of the 2022 PSUs would vest. At 80% achievement of the ARR performance target, 80% of the target number of 2022 PSUs would become eligible to vest. At 100% achievement of the ARR performance target, 100% of the target number of 2022 PSUs would become eligible to vest. At 110% achievement of the ARR performance target, 150% of the target number of 2022 PSUs would become eligible to

In accordance with the terms of the 2022 PSUs, and subject to the executive’s continuous service with us on each vesting date, 25% of the achieved 2022 PSUs vested on March 1, 2023 and 1/12th of the achieved 2022 PSUs will vest quarterly thereafter, subject to the individual’s continued service to us through the applicable vesting date. The achieved 2022 PSUs will be subject to acceleration upon certain events as described in greater detail in the section entitled “—Potential Payments upon Termination or Change in Control.”

In September 2022, we identified that certain of the stock options held by certain executives were underwater by up to 57% and thus neither provided incentive value to support our long-term growth nor enhanced executive retention. Accordingly, our compensation committee determined to extend an offer to such optionholders, which included certain of our named executive officers, to participate in a value-for-value exchange of certain outstanding out-of-the-money stock options with an exercise price above $90, which was 11.8% above our highest closing price and 103.3% above our lowest closing price during the 12 months prior to the value-for-value exchange offer. The eligible underwater options, both vested and unvested, were exchanged for unvested RSUs. These replacement RSUs will vest over a period of two years, subject to continuous service by the individual through each applicable vesting date. We determined the number of replacement RSUs using a “value-for-value” exchange based on the present Black-Scholes value of the cancelled options and our twenty-day average trading price, which in the aggregate resulted in approximately 54% fewer shares subject to the RSUs compared to the cancelled options.

In considering other alternatives, the compensation committee determined that the value-for-value exchange balanced stockholder interests with achieving our retention and strategic business goals by supporting continuity of the executive leadership team, reducing dilutive impact on our stockholders, avoiding a potential windfall for executives if the price were to rebound and reinforcing alignment with stockholder value creation goals as compared to either reducing the impacted options’ exercise prices or providing cash awards.

In March 2022, after undertaking a comprehensive review and analysis with Compensia, which was engaged solely for that purpose, the compensation committee granted to certain executives, including Mr. Anderson, Ms. Hansen, Mr. Rubin, Mr. Vittal and Mr. Lal, special Stockholder Alignment PSUs outside of our ordinary annual grant process, which Stockholder Alignment PSUs include a seven-year performance period, aggressive stock price targets and continued service-based vesting requirements, as described in further detail below.

With these goals in mind, the compensation committee determined to design and implement a special equity program. To this end, the compensation committee engaged Compensia as its special independent compensation consultant for the limited purpose of advising on the value proposition and structure of the Stockholder Alignment PSUs. The compensation committee, comprised entirely of independent and disinterested members of the board of directors, after extensive review, discussion, consultation and iteration on the program, determined to grant the Stockholder Alignment PSUs to the executives in the amounts and on the terms described below.

For Mr. Anderson, Ms. Hansen, Mr. Vittal, Mr. Rubin and Mr. Lal, the maximum number of shares that can vest under their respective Stockholder Alignment PSUs is 1,500,000, 500,000, 500,000, 300,000 and 90,000, respectively, with such maximum awards representing approximately 2.22%, 0.74%, 0.74%, 0.44% and 0.13%, respectively, of our outstanding shares of Class A common stock and Class B common stock combined as of February 8, 2022 and 2.16%, 0.72%, 0.72%, 0.43% and 0.13%, respectively, of our outstanding shares of Class A

In connection with its decision regarding the structure and size of the Stockholder Alignment PSUs, the compensation committee requested and reviewed a thorough market and modelling analysis provided by Compensia, including data regarding the size and key terms of significant equity awards subject to performance-based milestones granted by comparable companies.

Following review, discussion and iteration of the analysis provided by Compensia, the compensation committee determined to structure the Stockholder Alignment PSUs using six separate segments with increasing stock price targets to push our executives towards the continued and sustained achievement of our long-term goals. The number of shares in each tranche is slightly front-weighted to recognize the increasing difficulty of achieving each successive applicable stock price target. The compensation committee considers the stock price targets to be challenging hurdles, particularly at the later tranches, and believes achievement will result in the creation of extraordinary value to stockholders. In addition, the Stockholder Alignment PSUs require continued service through each achievement date to incentivize continued service.

For the first segment to become eligible to vest, our stock price must equal at least $90.00 per share, subject to the additional terms described below, including with respect to the calculation of our stock price. For the remaining segments to become eligible to vest, our stock price must grow in $30 increments, with the final segment becoming eligible to vest only if our per share stock price reaches $240.00. The compensation committee believes that the chosen stock price targets reflect meaningful and durable increases to our valuation that would create increased stockholder value upon achievement.

Beginning after the grant date of the Stockholder Alignment PSUs, or the PSU Grant Date, in order to satisfy a stock price target, the average of our daily volume weighted average price over a trailing 60-trading day period must equal or exceed the stock price target. The stock price targets were designed in this manner to reward durable and sustained results. The Stockholder Alignment PSUs directly align the executives’ interests and success with those of our stockholders over the long-term. For example, if the executives were to lead us to achieve the highest stock price target, the stock price will have increased by approximately 350% from the closing price of our Class A common stock on March 14, 2022, implying more than $12.6 billion in incremental stockholder value creation.

If none of the six stock price targets is achieved within the seven-year period, no shares subject to the Stockholder Alignment PSUs will vest and the Stockholder Alignment PSUs will be forfeited for no consideration.

The vesting of Mr. Anderson’s Stockholder Alignment PSU award requires that Mr. Anderson remain employed as the CEO for the first two years following the PSU Grant Date and, after the two-year period following the PSU Grant Date, as either the CEO or Executive Chairman, through the date that the applicable stock price target is determined to have been achieved. Likewise, vesting of the Stockholder Alignment PSUs for the other

In addition, notwithstanding any earlier achievement of a stock price target, no portion of the Stockholder Alignment PSUs that is achieved will vest prior to the two-year anniversary of the PSU Grant Date, or the Two-Year Anniversary Date. These service and vesting requirements are designed to ensure continuity of leadership and to drive sustained price growth. However, if, prior to the Two-Year Anniversary Date, an executive’s eligible service with us ends as a result of a termination without “cause” or a resignation for “good reason” (each as defined in the Stockholder Alignment PSUs award agreement), any previously achieved segments of the Stockholder Alignment PSUs will become vested, and the executive will not be eligible to achieve or vest in any additional portion of the Stockholder Alignment PSUs. In addition, if an executive’s eligible service with us ends due to death or disability, any previously achieved segments of the Stockholder Alignment PSUs will become vested and his or her Stockholder Alignment PSUs will remain outstanding and eligible to be earned and vest based on the achievement of stock price targets for up to 12 months following the termination date due to death or disability. This protection is designed to provide comfort to executives that earned amounts will not be forfeited upon termination scenarios that are outside of the executive’s control. However, the Stockholder Alignment PSUs will not be subject to any acceleration provisions in the Severance and Change in Control Agreements (as defined below).

In the event of a change in control of our company, achievement of a stock price target will be measured using the change in control price per share of our Class A common stock rather than the average of our daily volume weighted average price over a trailing 60-trading day period, and any achievement between two stock price targets will be interpolated. Any such resulting “achieved” shares and, in the case of a change in control prior to the Two-Year Anniversary Date, any previously achieved shares, will vest upon the change in control.

The Stockholder Alignment PSUs are subject to certain clawback provisions that are, in the case of Mr. Anderson, more expansive than the clawback provisions included in our current Executive Officer Compensation Recoupment and Forfeiture Policy.

In February 2023, we again granted PSUs to certain of our executive officers, referred to as the February 2023 PSUs. As we shift our focus to profitability and durable growth, and in response to stockholder feedback, our February 2023 PSUs include two performance metrics: ARR and non-GAAP operating margin. We continue to use ARR because it has been an important metric used by investors to assess the health and trajectory of our software subscription business and now include non-GAAP operating margin to drive and reward improving profitability, which is a key focus for the company in 2023. The February 2023 PSUs also include a time-based vesting schedule following achievement of the established ARR and non-GAAP operating margin performance metrics. Each of the ARR performance metric and non-GAAP operating margin metric is based on a one-year performance period. Upon certification of achievement for each metric by our compensation committee, the achieved February 2023 PSUs will vest 25% on the first designated quarterly vesting date on or following certification and 1/12th of the achieved February 2023 PSUs will vest quarterly thereafter. Of the annual grants made to named executive officers in February 2023, 50% of Mr. Anderson’s award comprises PSUs and 25% of our other named executive officers’ awards comprise PSUs.

While we do not view perquisites or other personal benefits as a significant component of our executive compensation program, we provide limited perquisites for business-related purposes or that are necessary for the security of our executive officers. In addition to the compensation elements outlined above, during 2022 we provided Mr. Anderson with certain perquisites and other benefits for his personal security that the compensation committee believed were reasonable, appropriate and necessary. In 2022, two assessments were conducted by outside security consultants to analyze security risks with respect to Mr. Anderson. The costs of these assessments are reported in the “All Other Compensation” column of the “Summary Compensation Table” below. The compensation committee will periodically review the nature and cost of any additional security measures, including further assessments, that it believes are reasonable, appropriate and necessary to promote the safety of our executive officers.

Further, to fulfill his duties as Chief Executive Officer, Mr. Anderson uses leased aircraft from time to time when he travels on business. Such use of a private aircraft optimizes Mr. Anderson’s travel time and enhances his

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. We intend to revise this policy in accordance with the listing standards adopted by the New York Stock Exchange pursuant to final rules regarding recoupment of executive officer compensation in connection with the restatement of financial results adopted by the SEC in November 2022.

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 “in the money” 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, 2022, 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.

Under our Insider Trading Policy, directors and executive officers, as well as other employees and contractors, 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) 100% 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 are further described under the section below titled “—Potential Payments upon Termination or Change in Control.”

Our named executive officers are also entitled to certain severance and change in control benefits under the terms of the Stockholder Alignment PSUs and 2022 PSUs, as described in greater detail above in the sections titled “—Stockholder Alignment PSU Awards” and “—2022 Annual Equity Awards,” respectively.

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 U.S., 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 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) imposes limitations on the deductibility for corporate federal income tax purposes of compensation in excess of $1 million paid to any person who has served as chief executive officer, chief financial officer and each of the three next most highly compensated executive officers of a public company. As a result, we expect that compensation awarded to our named executive officers will not be deductible to the extent it is in excess of the $1 million threshold. 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 Section 162(m).

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.

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.