UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A INFORMATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. PacificMountain Daylight Time on Thursday, JuneAugust 3, 20212023

TO THE STOCKHOLDERS OF QUOTIENT TECHNOLOGY INC.:

To Be Held at 10:00 a.m. PDTMountain Daylight Time on August 3, 2023

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

The Proposed Acquisition is subject to certain closing conditions, including approval of the adoption of the Merger Agreement and the Proposed Acquisition by our website addressstockholders. Accordingly, the Proposed Acquisition will not be closed as of the date of the Annual Meeting, if ever. Our Board approved the transactions underlying the Proposed Acquisition, including the Company entering into the Merger Agreement, and recommended that the Company’s stockholders approve the Proposed Acquisition at a special meeting of stockholders to be held in this proxy statementthe coming months, but stockholders are inactive textual references only.NOT being requested to vote upon the Proposed Acquisition at the Annual Meeting.

You will be voting on:

The Board recommends a vote:

Street name holders may submit their voting instructions by internet or telephone using the information provided by their respective brokers or other nominees and may complete and mail voting instruction forms to their respective brokers or nominees. Street name holders can also vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/QUOT2021.QUOT2023.

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

Street name holders may change their voting instructions by submitting new instructions by internet or by telephone or by returning a later-dated voting instruction form to their respective brokers or nominees. Street name holders can also change their vote by voting during the Annual meeting by visiting www.virtualshareholdermeeting.com/QUOT2021.QUOT2023.

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

The Annual Meeting will be a completely virtual meeting of stockholders. Attendance at the Annual Meeting will be limited to stockholders of the Company as of the Record Date and guests of the Company. You will not be able to attend the virtual-only Annual Meeting?Meeting in person at a physical location.

You may submit a question during the Annual Meeting by typing your question in the "Ask A Question" section and clicking "SUBMIT." Additional information regarding the ability of stockholders to ask questions during the Annual Meeting will be addressed by contacting our IR Department at IR@quotient.com.

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

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our Amended and Restated Bylaws (our “Bylaws”) and Delaware state law. The presence, in person or by proxy, of a majority of the voting power of the shares of stock entitled to vote at the meeting will constitute a quorum at the meeting. A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (“stockholder withholding”) with respect to a particular matter. In addition, a broker may not be permitted to vote on shares held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock (“broker non-vote”). The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or"Abstentions," "withhold" votes, and broker non-votes will count for purposes of determining the presence of a quorum. Abstentions are counted in the determination of a quorum.

If you have any questions or other nominees for reasonable expenses that they incur in sending theserequire any assistance with voting your shares, or if you need additional copies of the proxy materials, to you if a broker or other nominee holds your shares. In addition to solicitation by mail, some ofplease contact our directors, officers and employees may solicit proxies in person or by telephone for no additional compensation. We have retained proxy solicitor:

ELECTION OF DIRECTORS

Our Board has the authority to establish the authorized number of directors from time to time by resolution. Our Board currently consists of eight members. Our Amendedten members and Restated Certificate of Incorporation (our “Restated Certificate”) and our Bylaws provide for a classified Board consisting of threeis currently divided into two classes of directors, Class I and Class II, with the directors serving staggered three-year terms.in Class II having a term that expires at the Annual Meeting and the directors in Class I having a term expiring at the 2024 Annual Meeting. As of the close of the Annual Meeting, our Board will consist of seven Class I members. Pursuant to the Second Cooperation Agreement, two of our current directors, Alison Hawkins and Eric Higgs, have agreed to resign from the Board effective as of the Annual Meeting. Also pursuant to the Second Cooperation Agreement, three of our current directors, Andrew Gessow, Lorraine Hariton and David Oppenheimer, have agreed not to stand for re-election to the Board at the Annual Meeting.

Directors in a particular classOn June 29, 2022, we amended our Charter to phase out the classified Board so that the Board will be fully declassified from and after the election of directors at the 2024 Annual Meeting. The directors standing for election at the Annual Meeting will be elected for a three-yearone-year term expiring at the annual meeting2024 Annual Meeting.

Each of Messrs. Krepsik and McDonald were previously elected by our stockholders. Messrs. Reece and Wargotz were recommended by the Engaged Group, the constituent affiliates of which collectively comprise a major stockholder of the Company, and were appointed to the Board pursuant to the First Cooperation Agreement. The First Cooperation Agreement expired by its terms on March 1, 2023. Ms. Figurelli and Ms. Vanek have been jointly agreed-to as nominees by the Company and the Engaged Group, pursuant to the Second Cooperation Agreement. If elected, each of Messrs. Krepsik, McDonald, Reece and Wargotz, as well as each of Mses. Figurelli and Vanek, will join those directors already serving in Class I as of the year in which their terms expire. As a result, only oneAnnual Meeting to create single class of directors, will be elected at each annual meetingdenominated as Class I, having a term expiring as of the 2024 Annual Meeting of stockholders and until their respective successors are duly elected and qualified.

2018 to 2013, Ms. Vanek served in various investor relations and government relations-related roles with Stanley Black and Decker, a worldwide leader in tools and outdoor operating manufacturing facilities. Prior to 2008, Ms. Vanek worked for the financial firm Bear Stearns & Co., as Vice President of Credit Derivative Sales, and also as a manager at Thomson Financial. Ms. Vanek earned a B.A. degree from the University of Richmond and an M.B.A. from the Columbia Business School. We have determined that Ms. Vanek is qualified to serve as a member of our Board because of her successor, orsubstantial leadership and finance-related skills as well as her significant subject-matter experience relating to data acquisition and management, media delivery and measurement, international business operations, public company investor relations, and human capital/DEI initiatives.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

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

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

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

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

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

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

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

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

THE BOARD RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE TO APPROVE COMPENSATION

RATIFICATION OF SELECTION OF

The Audit Committee of the Board (the “Audit Committee”) has appointed the firm of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2021.2023. During our previous fiscal year ended December 31, 20202022 (“Fiscal 2020”2022”), Ernst & Young served as our independent registered public accounting firm.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2021.2023. Our Audit Committee is submitting the selection of Ernst & Young to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young will be present at the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the Audit Committee would reconsider the appointment.

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

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees billed or to be billed by Ernst & Young for professional services rendered with respect to the years ended December 31, 20202022 and 2019.2021. All of these services rendered were preapproved by the Audit Committee.

Auditor Independence

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

Pre-Approval Policies and Procedures.

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

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION

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

Our business and affairs are managed under the direction of our Board. Our Board currently consists of eightten members, sevennine of whom qualify as “independent” under the listing standards of the New York Stock Exchange (the “NYSE”).NYSE. The authorized number of directors may be changed only by resolution of our Board. The classificationAs of the close of the Annual Meeting, our Board into three classes with staggered three-year terms may havewill consist of seven members, six of whom will qualify as "independent" under the effectlisting standards of delaying or preventing changesthe NYSE. The Board determined to reduce our board size in control of our Company or management.response to stockholder feedback, including from the Engaged Group.

Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.Committee as standing committees of the Board. Members serve on these committees until their resignation or other departure from the Board, or until otherwise determined by our Board. The following table provides current membership information for 2020 for each of our Board committees:Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee:

Effective upon and subject to the election of our Class I directors at the Annual Meeting as well as the departures of five current directors as disclosed above, the composition of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is expectedwill change appreciably, with the specific members of each committee to remainbe determined following the same as it is currently comprised.Annual Meeting.

Our Audit Committee is responsible for, among other things:

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

Our Compensation Committee is responsible for, among other things:

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

In 2020,2022, our Compensation Committee retained an independent compensation consultant, Radford,Aon's Human Capital practice, a partunit of Aon plc.plc (“Radford”Compensation Consultant” or "Aon"), to assist our Compensation Committee. The Compensation Committee assessed the independence of RadfordAon pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent RadfordAon from independently advising the Compensation Committee.

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

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

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

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

On March 23, 2022, the Board separated the role of Chairman of the Board and Chief Executive Officer. Robert McDonald, an independent director, was appointed Chairman of the Board. The Board has a Lead Independent Director and believes this rolethat the Company having an independent Chairman of the Board addresses the need for independent leadership and an organizational structure for the independent directors. The Lead Independent Director coordinates the activities of the other independent directors, presides over meetings of the Board at which the Chairman of the Board is not present and at each executive session, serves as liaison between the Chairman of the Board and the independent directors, and is available for consultation and direct communication if requested by major stockholders. Andrew Gessow was appointed as our Lead Independent Director effective August 5, 2019.

In considering the independence of the directors, the Board considered the Company's 10-year lease agreement with DW Cal 301 Howard, LLC, a joint venture in which DivcoWest Real Estate Services, LLC is a minority member; and Mr. Gessow's role as Senior Advisor at Divco and as a managing partner at DivCore

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

With respect to cybersecurity, the Audit Committee reviews reports from ourCompany’s Chief Information Security Officer provides quarterly updates to the Audit Committee regarding cybersecurity risks, issues and otherskey metrics. In addition, a member of our Board, Kimberly Anstett, has experience leading cybersecurity programs and assists the Audit Committee in its oversight of cybersecurity. The Audit Committee also periodically consults with outside experts on its assessment of the Company's cybersecurity program. Various Company cybersecurity practices and programs have been implemented in response to the Audit Committee’s oversight of cybersecurity including anthe procuring of cybersecurity insurance, having a third-party expert perform a cybersecurity assessment, and establishing information security training exercises for employees (including employee testing through imitation phishing emails sent to employees, and concomitant learning relating to the testing). The Company also undergoes a periodic rating from a third-party known as BitSight Technologies, Inc., a security reporting service. An independent expertthird-party auditor has determined that assessedcertain of the Company’s cybersecurity policiesproducts are “SOC2 Type 2” compliant. SOC2 is a standard developed by the American Institute of CPAs relating to how companies should handle and programs. These reports include updates on risk managementstore customer data consistent with five trust service principles: security, availability, processing integrity, confidentiality, and technical developments.privacy.

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

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

We have adopted a written code of business conduct and ethics (the “Code of Business Conduct and Ethics”), which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all of our non-employee directors, officers and employees. We intend to disclose any amendments to our codeCode of business conductBusiness Conduct and ethics,Ethics, or waivers of its requirements, on our website or in filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the extent required by applicable rules and exchange requirements. The Code of Business Conduct and Ethics is available under the “Governance” portion of the “Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.

Our Board met sixsixteen times and acteddid not act by written consent two times during 2020.2022. No director attended fewer than 75% of the total number of meetings of the Board and of any Board committees of which he or she was a member during 2020.2022.

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

It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. Directors Boal,Anstett, Gessow, Hariton, Hawkins, Higgs, McDonald, Oppenheimer and HorowitzReece, along with former director Mr. O'Grady, attended Quotient’s virtual-only 20202022 Annual Meeting of Stockholders.

The members of the Compensation Committee during 2022 consisted of Messrs. Gessow, andHiggs, Oppenheimer and Ms. Wyatt.Reece. Mr. Reece joined the Compensation Committee in May 2022, pursuant to the First Cooperation Agreement, and became Chair in February 2023. None of the current members of the Compensation Committee is currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates to the Board for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board. The Nominating and Corporate Governance Committee does consider the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors. Candidates may come to our attention through current members of our Board, professional search firms, stockholders or other persons. Mr. Reece and Mr. Wargotz were introduced to the Board by the Engaged Group and appointed to the Board following recommendation by the Engaged Group pursuant to the First Cooperation Agreement. Ms. Figurelli and Ms. Vanek came to the attention of the Company through a current member of the Board and are being nominated for election as directors pursuant to the Company's agreement with the Engaged Group as set forth the Second Cooperation Agreement.

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

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

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

Stockholders may recommend the names of potential director candidates to our Nominating and Corporate Governance Committee for its consideration. Any such recommendation should include the nominee’s name and qualifications for membership on our Board

Non-employee directors receive compensation under our outside director compensation policy (the “Director Compensation Policy”) in the form of equity granted under the terms of our 2013 Equity Incentive Plan, (the “2013 Plan”), and cash, as described below. The policy is reviewed annually by the Compensation Committee in conjunction with the Compensation Committee’s independent compensation consultant in order to inform any policy decisions. No changes were madedecisions with respect to our outsideexecutive compensation program. They consider multiple factors, including total compensation relative to our peer group, market survey data, board leadership and committees, and board governance trends. In June 2023, the Board adopted a deferred compensation plan that permits non-employee directors to defer all or a portion of their equity compensation until after their service as a director compensation policy for 2020.terminates.

In connection with his or hertheir service as a director and consistent with the Director Compensation Policy, each non-employee director receives an annual cash retainer of $37,500 for serving on our Board. ThePrior to July 26, 2022 the Lead Independent Director received an additional annual cash retainer of $15,000. Effective as of July

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

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

The following table provides information for the year ended December 31, 20202022 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director in 2020.2022.

Our non-employee directors held the following number of outstanding stock options orand RSU awards as of December 31, 2020.2022.

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

All communications are reviewed by the General Counsel and are routed to the appropriate member(s) of the Board consistent with our Policies and Procedures for Stockholder and Other Interested Party Communications to Independent Directors. A copy of our Policies and Procedures for Stockholder and Other Interested Party Communications to Independent Directors is posted under the “Governance” portion of the “Investors”

“Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.

The address for these communications is:

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

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20202022 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committeeAudit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2022.

Submitted by the Audit Committee of the Board:

David Oppenheimer (Chairperson)

Other than the executive and non-employee director compensation arrangements, including the employment, termination of employment and change in control arrangements, discussed below under “Executive Compensation,” the indemnification arrangements with our executive officers and non-employee directors discussed below under “Indemnification Agreements,” and the transactions described below in this section, we were not party to any transactions since January 1, 20192022 in which:

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

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

Our Board recognizes that transactions between our Company and persons or entities that may be deemed related persons can present potential or actual conflicts of interest and create the appearance of impropriety. Accordingly, our Board has delegated authority for the review and approval of all related person transactions to the Audit Committee. We have adopted a written Policy and Procedures with Respect to Transactions with Related Persons to provide procedures for reviewing, approving and ratifying any transaction involving our Company or any of its subsidiaries in which a 5% or greater stockholder, director, executive officer or members of their immediate family have or will have a direct or indirect material interest. This policy is intended to supplement, and not to supersede, our Company’s other policies that may be applicable to or involve transactions with related persons.

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

The following discussesThis Compensation Discussion & Analysis describes how the Compensation Committee determined 2022 executive compensation, the elements of our executive compensation program, and the compensation forof our Named Executive Officers ("NEOs"(“NEOs”) for 2020:. For 2022, our NEOs were as follows: