UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

BANDWIDTH INC.

(Name of Registrant as Specified In Its Charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

BANDWIDTH INC.

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

20202021 ANNUAL MEETING OF STOCKHOLDERS

May 21, 202020, 2021

BANDWIDTH INC.

900 Main Campus Drive, Suite 100

Raleigh, North Carolina 27606

April 13, 2020

Dear Bandwidth Stockholder:

On behalf of the Board of Directors and management of Bandwidth Inc., I invite you to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”).

The Annual Meeting will be held on Thursday, May 21, 2020 at 9:30 a.m. Eastern Time at Bandwidth’s office located at 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement includes details regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting. We expect that this Notice of Annual Meeting of Stockholders and Proxy Statement will be mailed and made available to stockholders beginning on or about April 13, 2020.

I hope that you will be able to attend the Annual Meeting in person. If you do not plan to come, I strongly encourage you to vote as soon as possible to ensure that your shares are represented at the Annual Meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.

While we hope you will be able to attend the Annual Meeting, we also are sensitive to the health and safety of our stockholders, directors, officers, employees, and meeting attendees, as well as the general public. We therefore are closely monitoring the potential impact ofCOVID-19 (coronavirus) on the Annual Meeting. If we decide to change the date, time or location of the Annual Meeting, including the possibility of a virtual meeting instead of, or in conjunction with, a physical meeting, we will promptly supplement the Notice of the Annual Meeting regarding any change without mailing additional materials by:

We sincerely appreciate your continued support. We also wish you and yours well.

Sincerely,

David A. Morken

Co-Founder, Chief Executive Officer, President and Chairman of the Board

Table of Contents

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BANDWIDTH INC.

PROXY STATEMENT

FOR

20202021 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 20202021 annual meeting of stockholders of Bandwidth Inc., a Delaware corporation (the “Company”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Thursday, May 21, 2020,20, 2021, at 9:30 a.m. Eastern Time at Bandwidth’s office located at 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606. You also will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live audio webcast of the meeting by visiting www.proxydocs.com/BAND and entering your control number located on your proxy card. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 6, 2021 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

How do I attend the Annual Meeting?Meeting in person?

The meeting will be held on Thursday, May 21, 2020,20, 2021, at 9:30 a.m. Eastern Time at Bandwidth’s office located at 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606. Information on how to vote in person at the Annual Meeting is discussed below.

We are closely monitoringYou also will be able to attend the potential impact ofCOVID-19 (coronavirus)Annual Meeting virtually by pre-registering at www.proxydocs.com/BAND. Upon completing your registration, you will receive additional information on the virtual meeting.

How do I attend the Annual Meeting.Meeting online?

You also will be able to attend the Annual Meeting online via live audio webcast. If we decideyou are a stockholder as of the record date of March 24, 2021 and wish to changevirtually attend the Annual Meeting, you will need the control number, which is located on your Notice of Internet Availability of Proxy Materials or on your proxy card (if you receive a printed copy of the proxy materials). Instructions on how to participate in the Annual Meeting are also posted online at www.proxydocs.com/BAND. The webcast will start at 9:30 a.m. Eastern Time on Thursday, May 20, 2021. Stockholders may vote and ask questions while attending the Annual Meeting online.

Use of cameras and recording devices are prohibited while virtually attending the live audio webcast.

What do I need to do to attend the Annual Meeting in person?

If you plan to attend the Annual Meeting, you must be a holder of shares of our common stock as of the record date time or locationof March 24, 2021.

On the day of the Annual Meeting, includingeach stockholder will be required to present the possibility of a virtual meeting instead of, or in conjunction with, a physical meeting, we will promptly supplement the Notice of the Annual Meeting regarding any change without mailing additional materials by:following:

Seating will begin at 9:00 a.m. and the Annual Meeting will begin promptly at 9:30 a.m. Seating is limited and you will be permitted entry on a first-come, first-served basis. You will not be permitted to use cameras, recording devices, computers and other personal electronic devices at the Annual Meeting, as all photography and video are prohibited at the Annual Meeting.

Who can vote at the Annual Meeting?

Holders of either class of our common stock as of the close of business on April 6, 2020,March 24, 2021, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 19,206,63022,862,901 shares of our Class A common stock outstanding and there were 4,427,1502,215,169 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our “common stock.”

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and brokernon-votes are are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a stockholder of record, there are three ways to vote:

Can I change my vote?

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

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

If final voting results are not available to us in time to file a Current Report onForm 8-K within within four business days after the Annual Meeting, we will file a Current Report onForm 8-K to to publish preliminary results and will provide the final results in an amendment to the Current Report onForm 8-K  as as soon as they become available.

If we hold the 20212022 annual meeting of stockholders more than 30 days before or more than 60 days after theone-year anniversary anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be received

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our board of directors. Our board of directors consists of five directors. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that Messrs. Bailey, Roush and Suriano, representing three of our five directors, are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NASDAQ Global Select Market.

The following table sets forth the names, ages as of March 31, 2020,2021, and certain other information for the member of our board of directors with a term expiring at the Annual Meeting and for each of the continuing members of our board of directors:

NomineeNominees for Director

David A. Morken. See the section titled “Executive Officers” for Mr.  Morken’s biographical information.

Directors Continuing in Office Until the 2021 Annual Meeting

Brian D. Baileyhas served as a director since February 2013. Mr. Bailey is aCo-Founder and and Managing Partner of Carmichael Partners, a private investment firm based in Charlotte, North Carolina. Prior to forming Carmichael Partners, he worked in private equity at The Carlyle Group in Washington, D.C., Forstmann Little & Co. in New York and Carousel Capital in Charlotte. In addition to his private equity background, Mr. Bailey previously held investment banking positions at Bowles Hollowell Conner & Co. in Charlotte and CS First Boston in New York and served in several government positions in Washington, D.C. including Special Assistant to the President in the Office of the White House Chief of Staff and Director of Strategic Planning and Policy at the U.S. Small Business Administration. Mr. Bailey also currently serves on the board of directors of Bandwidth, Discovery Education, FIBA ClubCo LLC and Republic Wireless, Inc., as well as the North Carolina School of Science and Math Foundation, the TDF Foundation and Linville Resorts, Inc. He has previously served on the board of directors of a number of private, public and nonprofit organizations. Mr. Bailey holds a B.A. degree from the University of North Carolina at Chapel Hill and an M.B.A. degree from the Stanford Graduate School of Business.

Mr. Bailey was selected to serve on our board of directors due to his experience in the private equity industry and as an officer in other businesses.

developed and commercialized a minimally invasive surgical system in the United States, Europe, and Asia. Prior to joining TransEnterix, Mr. Roush served as Chief Operating Officer at Liquidia Technologies, a nanotechnology company focused on biopharmaceutical applications. Mr. Roush previously served as global marketing manager for the neurovascular stroke business at Boston Scientific. Mr. Roush graduated summa cum laude from Duke University, and later earned his M.B.A. from The Fuqua School of Business.

Mr. Roush was selected to serve on our board of directors due to his experience in the private equity industry.

Directors Continuing in Office Until the 2022 Annual Meeting

John C. Murdockjoined Bandwidth in 2008 and served as President until December 2018. Mr. Murdock previously served as Bandwidth’s General Counsel. Additionally, Mr. Murdock serves as a board member of Republic Wireless, Inc. Prior to joining Bandwidth, Mr. Murdock founded a specialized law firm with a national level complex civil litigation practice. As a Marine officer, Mr. Murdock served on active duty, including combat service in Operation Desert Shield/Storm. Mr. Murdock obtained a B.S. in Finance from Miami University of Ohio, with an NROTC scholarship and a J.D. from the University of Notre Dame Law School.

Mr. Murdock was selected to serve on our board of directors due to his knowledge of the Company and our business.

Douglas A. Surianohas served as a director of Bandwidth since October 2017. Until September 2019, Mr. Suriano was senior vice president and general manager of Oracle Communications. Mr. Suriano joined Oracle Communications in 2013 as vice president of products following Oracle Communications’ acquisition of Tekelec, Inc. At Tekelec, Inc., Mr. Suriano served as chief technology officer and vice president of engineering. Prior to Tekelec, Inc., Mr. Suriano served as the vice president of engineering at dynamicsoft, Inc. and chief information officer for QAD, Inc. Before QAD, Inc., Mr. Suriano managed the information technology division for the United States Marine Corps. Mr. Suriano holds a B.S. degree from the U.S. Naval Academy and an M.S. in information technology from the U.S. Naval Postgraduate School.

Mr. Suriano was selected to serve on our board of directors due to his business experience in the information technology and communications industries.

Directors Continuing in Office Until the 2023 Annual Meeting

David A. Morken. See the section titled “Executive Officers” for Mr. Morken’s biographical information.

Risk Management

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational risks. We have designed and implemented processes to manage risk in our operations. Management is responsible for theday-to-day management management of risks the Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility of satisfying itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deem appropriate.

While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists our board

director has with the Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by eachnon-employee director.

Our audit committee provides oversight of our accounting and financial reporting process, the audit of our consolidated financial statements and our internal control function. Among other matters, the audit committee assists the board of directors in oversight of the independent auditors’ qualifications, independence and performance; is responsible for the engagement, retention and compensation of the independent auditors; reviews the scope of the annual audit; reviews and discusses with management and the independent auditors the results of the annual audit and the review of our quarterly consolidated financial statements including the disclosures in our annual and quarterly reports filed with the SEC; reviews our risk assessment and risk management processes; establishes procedures for receiving, retaining and investigating complaints received by us regarding accounting, internal accounting controls or audit matters; approves audit and permissiblenon-audit services services provided by our independent auditor; and reviews and approves related party transactions under Item 404 of RegulationS-K. In In addition, our audit committee oversees our internal audit function.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NASDAQ Global Select Market. A copy of the charter of our audit committee is available on our website at https://investors.bandwidth.com/.

Our audit committee held five meetings during fiscal year 2019.2020.

Compensation Committee

Our compensation committee consists of Mr. Bailey, who is the chair of the committee, and Messrs. Roush and Suriano. All members of our compensation committee are independent under the applicable rules and regulations of the SEC, the NASDAQ Global Select Market, and Section 16 of the Exchange Act.

Our compensation committee adopts and administers the compensation policies, plans and benefit programs for our executive officers and all other members of our executive team. In addition, among other things, our compensation committee annually evaluates, in consultation with the board of directors and our Chief People Officer, the performance of our CEO,Chief Executive Officer, reviews and approves corporate goals and objectives relevant to compensation of our CEOChief Executive Officer and other executives and evaluates the performance of these executives in light of those goals and objectives. Our compensation committee also adopts and administers our equity compensation plans.

Our compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors (independent or otherwise) to assist in carrying out its responsibilities and may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. Our compensation committee receives and relies upon reports from Radford. Radford is a part of Aon plc and serves as the Company’s executive compensation consulting firm. The Company’s management engaged Radford on behalf of the Company until September 2019; ourOur compensation committee retained Radford as our compensation committee’s independent compensation consultant in September 2019. The Company’s managementOur compensation committee directed Radford while serving as the Company’s compensation consultant, to evaluate the Company’s executive compensation and equity compensation practices, including an analysis of the Company’s

of the Exchange Act, stock exchange rules and other applicable laws, all or part of its authority to approve certain grants of equity awards to certain individuals. Our board of directors has delegated such authority to our compensation committee. Pursuant to its charter, our compensation committee may further delegate any or all of its responsibilities to a subcommittee of the Committee.

Our compensation committee held five meetings during fiscal year 2019.2020.

Director Nominations

We do not have a standing nominating committee. In accordance with Rule 5605(e) of the NASDAQ rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Bailey, Roush, and Suriano. If the Reorganization is completed, we may become a “controlled company” within the meaning of NASDAQ’s corporate governance standards, and at such time we would be exempt from the requirement that director nominees be selected by our independent directors and would instead be decided by our full board of directors.

Identifying and Evaluating Director Nominees

The independent members of our board of directors have the responsibility to identify suitable candidates for nomination to the board of directors (including candidates to fill any vacancies that may occur) and to assess their qualifications. Such board members may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that they deem to be appropriate in the evaluation process.

Our board of directors then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and considering the overall composition and needs of our board of directors. Based on the results of the evaluation process, our board approves director nominees for election to the board of directors.

Minimum Qualifications

The independent members of our board of directors use a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that they deem appropriate or advisable. In their identification and evaluation of director candidates, our board of directors will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications they consider include, without limitation, issues of character,

Stockholder Recommendations and Nominations to the Board of Directors

Stockholders may submit recommendations for director candidates to the independent members of our board of directors by sending the individual’s name and qualifications to our General Counsel at Bandwidth Inc., 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606. Our General Counsel will forward all recommendations to the independent members of our board of directors. The independent members of our board of directors will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management. Alternatively, stockholders who would like to nominate a candidate for director (in lieu of making a recommendation to the independent members of our board of directors) must comply with the requirements described in this proxy statement and our second amended and restated bylaws.

Stockholder and Other Interested Party Communications

Our board of directors provides to every stockholder and any other interested parties the ability to communicate with the board of directors, as a whole, and with individual directors on the board of directors through an established process for stockholder communication. For a stockholder communication directed to the board of directors as a whole, stockholders and other interested parties may send such communication to our General Counsel via U.S. Mail or Expedited Delivery Service to: Bandwidth Inc., 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606, Attn: Board of Directors c/o General Counsel.

For a stockholder or other interested party communication directed to an individual director in his capacity as a member of the board of directors, stockholders and other interested parties may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Bandwidth Inc., 900 Main Campus Drive, Suite 100, Raleigh, North Carolina 27606, Attn: [Name of Individual Director].

Our General Counsel, in consultation with appropriate members of our board of directors, as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chairman of our board of directors.

Code of Business Conduct and Ethics

Our board of directors has adopted a code of business conduct and ethics that applies to all our employees, officers and directors including our Chief Executive Officer, President, Chief Financial Officer, and other

Board Oversight

Our board of directors oversees our environmental, social, and governance initiatives. This includes the preparation and publication of our 2020 Corporate Responsibility Report utilizing the Sustainability Accounting Standards Board (“SASB”) framework.

Environmental

We are working to integrate environmental sustainability into our business practices. The communications platform that we offer helps our customers offer products that eliminate the need for face-to-face meetings and the environmental impact of travel and commuting. We also consider sustainability factors as we evaluate our data center footprint. One of our primary office buildings located in Raleigh, North Carolina is LEED-certified. We anticipate that we will increase the number of LEED-certified buildings that we occupy as we expand our corporate presence in Raleigh and elsewhere. We also seek to promote the recycling of everything that we reasonably can in our offices – paper, plastic, aluminum, and other materials included.

Social

We work to connect with the communities where we live and work. We believe that these efforts benefit long-term stockholder value.

Bandwidth Cares is an employee-driven initiative to identify and support the communities where we live and work. Over the years, our team members have contributed more than 10,000 hours of volunteer time and raised money for dozens of charities.

We foster our culture of connection by encouraging our team members to take time during the workday to participate in community events. We reward community engagement with extra vacation days. For example, in 2020, we initiated our “Go! Do! Days” initiative, which provides each of our team members with a day off for individual activism or community service.

Governance

Our integrity earns the trust of our stakeholders, including our team members, stockholders, and customers. Our Code of Business Conduct and Ethics serves as the foundation of our culture of integrity. Our Code of Business Conduct and Ethics applies to all our employees, officers, and directors, including our Chief Executive Officer, President, Chief Financial Officer, and other executive and senior financial officers. Our Code of Business Conduct and Ethics also applies to third parties representing or providing services to us, including independent contractors and vendors. Violation of our Code of Business Conduct and Ethics may result in disciplinary action, up to and including termination of employment.

Our Code of Business Conduct and Ethics addresses conflicts of interest, fair dealing, compliance with laws, rules, and regulations, gifts and entertainment, anti-money laundering, political contributions, health and safety, discrimination and harassment, compliance, reporting, and investigations. Our employees receive annual training regarding our Code of Business Conduct and Ethics.

We have engaged an independent third party to maintain a compliance hotline where employees, independent contractors, vendors, customers, and others can make us aware of any practices, procedures, or circumstances that raise concerns on a confidential and anonymous basis. Employees also can discuss issues or complaints with their manager, members of our People Services team, or, under some circumstances, our audit committee.

Our board of directors and our audit committee each receive regular reports and updates regarding matters related to our Code of Business Conduct and Ethics, our compliance hotline, and our compliance program.

Data Privacy and Security

Our customers depend on us to preserve the confidentiality, privacy, and security of their communications, as well as other information about our customers. Many of the services that our customers utilize constitute “customer proprietary network information” (“CPNI”). Federal law requires that we preserve the confidentiality of our customers’ CPNI, subject to very limited exceptions. Each year we train our team members regarding our obligations to preserve the confidentiality of our customers’ CPNI. While the laws governing CPNI have applied to us for many years, the regulation of data privacy and security continues to evolve in the United States and abroad. We have implemented policies and procedures that facilitate compliance with applicable privacy laws, including the California Consumer Privacy Act and the General Data Protection Regulation. We also work to use privacy by design in our review and building processes.

We also have increased visibility regarding law enforcement requests that we receive for customer information. Our 2020 Corporate Responsibility Report included information regarding law enforcement requests received during the twelve-month period ended June 30, 2020. We generally do not have any “end user information” or “personally identifiable information” regarding specific end users, except in limited circumstances. Our responses to law enforcement requests are almost always limited to the name and contact information of our customer to which we have assigned identified telephone numbers.

Our team members receive data privacy and security training annually. We also provide additional training based on industry standards to our software development teams.

Our Whole Person Promise

While the Company will always be mission-first, it is our team members who ensure that we deliver on our mission for the customers that we proudly serve. We seek to identify, attract, and retain team members who will contribute to our inclusive culture that promotes diversity of thought and experience.

We believe that our culture of diversity and inclusion drives creativity, innovation, better business decisions, and better business performance. Our “Your Music Matters” program builds outreach programs and initiatives to fill our recruiting funnel with diverse candidates. We build external and internal campaigns to fill the recruiting funnel using our existing team members, outreach partnerships, and virtual platforms. We also work to maintain and enhance our culture of diversity and inclusion by offering our team members support, mentoring, and networking opportunities.    

Our Whole Person Promise is at the core of our culture. We have developed a variety of programs to help our team members develop and maintain their bodies, minds, and spirits in connection with our Whole Person Promise. We offer each of our team members a 90-minute fitness lunch, gym memberships, shuttles to gyms, an on-site gym, and team challenges that include fitness components. We engage our team members with career development opportunities, transformational projects, hack-a-thons, “Big Idea” events, leadership training, customer care training, lunch-and-learn presentations, and periodic outside speakers. We require our team members to utilize all of their time off. We “embargo” team members who are on vacation, which means that team members cannot communicate or email with the team and the team cannot communicate or email with the team member until the vacation is over. We also adopt any array of benefits to support our team members.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has at any time during the past year been 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 of directors or compensation committee. See the section titled “Certain Relationships and Related Party Transactions” for information about related party transactions involving members of our compensation committee or their affiliates.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is currently composed of five members. In accordance with our second amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, onetwo Class III directorI directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in the control of the Company.

NomineeNominees

Our board of directors has approved David A. MorkenBrian. D. Bailey and Lukas M. Roush as the nomineenominees for election as a Class III directorI directors at the Annual Meeting. If elected, Mr. MorkenBailey and Mr. Roush each will serve as a Class IIII director until the 20232024 annual meeting of stockholders and until his successor is duly elected and qualified. Each of Mr. MorkenBailey and Mr. Roush is currently a director of the Company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. Morken.Bailey and Mr. Roush. We expect that each of Mr. MorkenBailey and Mr. Roush will accept such nomination; however, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Vote Required

The election of directors requires a plurality of the voting power of the shares of our common stock be present in person or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. Brokernon-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEENOMINEES NAMED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Ernst & Young LLP (“E&Y”), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2020.2021. During our fiscal year ended December 31, 2019,2020, E&Y served as our independent registered public accounting firm.

Notwithstanding the appointment of E&Y, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of the Company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of E&Y as our independent registered public accounting firm for our fiscal year ending December 31, 2020.2021. Our audit committee is submitting the appointment of E&Y 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 E&Y will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of E&Y, our board of directors may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to the Company by E&Y for our fiscal years ended December 31, 20182019 and 2019.2020.

Auditor Independence

In our fiscal year ended December 31, 2019,2020, there were no other professional services provided by E&Y, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of E&Y.

Audit Committee Policy onPre-Approval of of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm

Our audit committee established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required topre-approve all all audit, internal control-related services and permissiblenon-audit services services performed by our independent registered public accounting firm to ensure that the provision of such services does not impair the public accountants’ independence. Our audit committee haspre-approved all all services performed by E&Y since the adoption of ourpre-approval  policy. policy.

Vote Required

The ratification of the appointment of E&Y as our independent registered public accounting firm for our fiscal year ending December 31, 20202021 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and brokernon-votes, if if any, will have the effect of a vote against this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors that meets the listing standards of the NASDAQ Global Select Market and the rules and regulations of the SEC. The audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NASDAQ Global Select Market. A copy of the charter of the audit committee is available on our website at https://investors.bandwidth.com/. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee’s performance on an annual basis.

The audit committee provides oversight of our accounting and financial reporting process, the audit of our consolidated financial statements, and our internal control function. With respect to our financial reporting process, our management establishes and maintains internal controls and prepares our consolidated financial statements. Our independent registered public accounting firm, E&Y, performs an independent audit of our consolidated financial statements. The audit committee oversees these activities. The audit committee does not prepare our financial statements, which is the responsibility of management.

Consistent with the audit committee’s oversight function, the audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20192020 with the Company’s management. The audit committee has discussed with E&Y the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee also has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence.

Based on the audit committee’s review and discussions with management and E&Y, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report onForm 10-K for the fiscal year ended December 31, 20192020 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Brian D. Bailey, Chairman

Lukas M. Roush

Douglas A. Suriano

This report of the audit 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.

PROPOSAL No.NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Our board of directors recognizes the interests our investors have in the compensation of our named executive officers. In recognition of that interest and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Rule14a-21 under under the Exchange Act, we are providing our stockholders with the opportunity to vote to approve, on an advisory andnon-binding basis, basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

This proposal, commonly known asa “say-on-pay” proposal, gives gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. 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 based on principles that reflecta “pay-for-performance”“pay-for-performance” philosophy and are strongly aligned with our stockholders’ interests and consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.

Accordingly, our board of directors is asking our stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by castinga non-binding advisory vote vote “FOR” the following resolution:

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

Because the vote is advisory, the result will not be binding on our board of directors or compensation committee. Nevertheless, the views expressed by our stockholders, whether throughthis say-on-pay vote or or otherwise, are important to management, our board of directors and our compensation committee, and, accordingly, our board of directors and our compensation committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Vote Required

Advisory (non-binding) approval of of Proposal No. 3 requires the approval of the holders of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Rule14a-21 under the Exchange Act also enable our stockholders, at least once every six years, to indicate their preference regarding how frequently we should solicita non-binding advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as Proposal No. 3 above. By voting on this Proposal No. 4, stockholders may indicate whether they would prefera non-binding vote on named executive officer compensation once every one, two or three years.

After considering the benefits and consequences of each alternative, the board of directors recommends that the advisory vote on the compensation of our named executive officers be submitted to stockholders each year.

Our board of directors believes that an annual advisory vote on the compensation of our named executive officers is the most appropriate policy for us at this time. While our executive compensation program is designed to promote the creation of stockholder value over the long term, the board of directors recognizes that executive compensation disclosures are made annually, and holding an annual advisory vote on the compensation of our named executive officers provides us with more direct and immediate feedback on our executive compensation program, policies and disclosures. However, stockholders should note that because a proposed annual advisory vote would occur well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our compensation plans and arrangements for our executive officers in consideration of any single year’s advisory vote by the time of the following year’s annual meeting of stockholders. We believe, however, that an annual advisory vote on the compensation of our named executive officers is consistent with our practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters.

Vote Required

While our board of directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whetherthe non-binding advisory vote on the approval of our executive officer compensation practices should be held every year, every other year or every three years. The option among those choices that receives the votes of the holders of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be deemed to be the frequency preferred by the stockholders.OFFICERS

Our board of directors and our compensation committee value the opinions of the stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the board of directors will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on our board of directors or us, our board of directors may decide that it is in the best interests of the stockholders that we hold an advisory vote on executive compensation more or less frequently than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of the Company or our board of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF “ONE YEAR” FOR THE ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION.

Global Marketing of ChannelAdvisor, a publicly tradede-commerce platform platform company. Prior to ChannelAdvisor, Ms. Allen served as Vice President of Marketing of Hosted Solutions, a private equity backed managed hosting provider, where she helped drive the company’s growth through its successful acquisition. Prior to Hosted Solutions, Ms. Allen served as Vice President of Marketing of Motricity. Prior to Motricity, Ms. Allen served as Vice President of Marketing of Spectrasite Communications, a publicly traded wireless tower company, until its successful acquisition. Ms. Allen earned a B.A. in Public Relations from Rider University.

Marina C. Carreker was appointed President of the Company in October 2020. Prior to her appointment as President, Ms. Carreker served as the Company’s Deputy General Counsel beginning in May 2016. Before joining the Company, Ms. Carreker practiced law at each of Womble Carlyle Sandridge & Rice LLP and Kilpatrick Stockton LLP. Ms. Carreker earned a B.S. in History from the University of North Carolina and a J.D. from the University of Virginia.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis summarizes our executive compensation philosophy and objectives, discusses our executive compensation policies and describes how and why our compensation committee arrived at specific compensation decisions for 2020 for the individuals who served as our principal executive officer, our principal financial officer and our three other most highly compensated executive officers as of December 31, 2020, referred to as our “named executive officers.”

Our named executive officers for 2020 were:

Executive Summary

Summary of 20192020 Performance

For our fiscal year ended December 31, 2019,2020, we achieved strong growth and financial results that provide context for stockholders reviewing our executive compensation disclosures, including:

CPaaS revenue, revenue,Non-GAAP gross margin,Non-GAAP net net (loss) income, and free cash flow each is an element of our cash incentive compensation plan for 2019.2020.

Non-GAAP gross profit,Non-GAAP gross margin,Non-GAAP net net (loss) income, and Adjusted EBITDA each isa Non-GAAP financial measure that that is prepared as a complement to our financial results prepared in accordance with United States generally accepted accounting principles (“GAAP”).

We defineNon-GAAP gross gross profit as gross profit after adding back depreciation and amortization and stock-based compensation. We add back depreciation and amortization and stock-based compensation because they arenon-cash items. items. We eliminate the impact of thesenon-cash items items because we do not consider them indicative of our core operating performance. Their exclusion facilitates comparisons of our operating performance on aperiod-to-period basis. basis. Therefore, we believe that gross margin, as adjusted to remove the impact of thesenon-cash expenses, expenses, such as depreciation, amortization, and stock-based compensation, is helpful to assess our gross profit and gross margin performance. We calculateNon-GAAP gross gross margin by dividing adjusted gross profit by revenue, expressed as a percentage of revenue.

We defineNon-GAAP net net (loss) income as net income (loss) adjusted for certain items affecting period to period comparability.Non-GAAP net net (loss) income excludes stock-based compensation, amortization of acquired intangible assets, related to our February 2011 acquisition of Dash Carrier Services, LLC, impairment charges of intangible assets, loss (gain) on disposal of property and equipment, estimated tax impact of these adjustments, income tax benefit resulting from excess tax benefits associated with the exercise of stock options and vested restricted stock, and benefit resulting from the release of the valuation allowance on our deferred tax assets (“DTA”).

We define Adjusted EBITDA as net income (loss) adjusted to reflect the addition or elimination of certain statement of operations items, including, but not limited to: income tax provision (benefit), interest income, net, depreciation and amortization expense, stock-based compensation expense, impairment of intangible assets, and

Our executive compensation program primarily consists of base salary, annual performance-based bonuses, and long-term equity incentive compensation. We also provide our executive officers with benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in employee benefit plans. This chart summarizes the three main elements of our executive compensation program, as well as their respective objectives and key features.

We believe that we provide competitive compensation to each of our executive officers that offers significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that our approach appropriately blends short-term and long-term incentives to maximize stockholder value.

We do not have formal policies for allocating compensation among salary, annual performance bonus awards, and equity grants, among short-term and long-term compensation, or among cashand non-cash compensation.

Our compensation committee establishes a total compensation program for each named executive officer that

Our Finance, Legal, and People Services departments work closely with our Chief Executive Officer to design and develop recommended executive compensation for our named executive officers and other senior executives, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer data comparisons and other briefing materials, and ultimately to implement the decisions of the compensation committee.

Role of Compensation Consultant

PriorOur compensation committee has the authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and during 2019,other retention terms. Our compensation committee has retained Radford as our compensation committee received and relied upon reports from Radford. Radford is a part of Aon plc and served as the Company’s executivecommittee’s independent compensation consulting firm. Our management engaged Radford on behalf of the Company. Our management directed Radford to evaluate the Company’s executive compensation and equity compensation practices, includingconsultant. Radford’s work included an analysisevaluation of the Company’s compensation practices relative to its peer group, and to otherwise provide advice to the Company. Radford did not provide services to the Company other than consulting services related to thea compensation risk assessment, review of director compensation, and benefitsthe development of our directors, officersa new peer group to be used for 2021 executive and employees.director compensation.

Radford also developed a group of peer companies to use as a reference in making executive compensation decisions, evaluating current executive pay practices, and considering different compensation programs. The information provided by Radford aided the compensation committee to make executive compensation decisions in 2019.2020. Radford also conducted market research and analysis to develop executive compensation, including appropriate salaries, target bonus amounts and equity awards for our executives, including the named executive officers. Radford also conducted a review of our director compensation policies and practices.

Our compensation committee has the authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In September 2019, our compensation committee retained Radford as our compensation committee’s independent compensation consultant. Radford’s work following our compensation committee’s retention of Radford included a compensation risk assessment, review of director compensation, and the development of a new peer group to be used for 2020 executive and director compensation.

Our compensation committee analyzed in 20192020 whether the work of Radford as our compensation consultant raised any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, our compensation committee determined that the work of Radford and the individual compensation advisors employed by Radford does not create any conflict of interest pursuant to the SEC rules and NASDAQ listing standards.

Use of Competitive Market Compensation Data

Our compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, our compensation committee directed Radford to develop a proposed list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with whom we compete for top talent.

compensation to inform our compensation committee’s determinations regarding executive compensation for 2019.2020. Radford prepared, and the compensation committee reviewed, a range of market data reference points (generally at the 25^th, 50^th and 75^th percentiles of the market data) with respect to base salary, performance bonuses, equity compensation (valued based both on an approximation of grant date fair value and as well as ownership percentage), total target cash compensation (base salary and the annual target performance bonus) and total direct compensation (total target cash compensation and equity compensation) with respect to each of our executive officers. The compensation committee did not target pay to fall at any particular percentile of the market data, although we generally target our executive compensation levels at or above the midpointsmedians of market ranges. The compensation committee nonetheless viewed this market data as a helpful reference point to make 20192020 compensation decisions. Our compensation committee considers market data as only one factor when making compensation decisions. Our compensation committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

Consideration of Advisory VotesAnnual Say-on-Pay Vote on Executive Compensation

BecauseOur compensation committee considered the results of the non-binding stockholder advisory vote on the compensation of our status as an emerging growth company through December 31, 2019, we did not, and were not required to, hold“say-on-pay” or“say-on-frequency” votesnamed executive officers conducted at our 2019the May 21, 2020 Annual Meeting. As such,reported in our current report on Form 8-K, filed with the SEC on May 21, 2020, approximately 89% of the votes cast on the proposal expressed support for the compensation program offered to our named executive officers as disclosed in last year’s proxy statement (the “Say-on-Pay Vote”). Accordingly, our compensation committee did not consider advisory votes in determiningmade no changes to our executive compensation program as a result of the Company’sSay-on-Pay Vote. Furthermore, we have elected to conduct the Say-on-Pay Vote annually, thereby giving our stockholders the opportunity to provide feedback on the compensation of our named executive officer compensation. As discussed in more detailofficers each year. We will conduct our annual Say-on-Pay Vote as described in Proposal No. 3 above, ourof this proxy statement at the 2021 Annual Meeting of Stockholders. Our board of directors has recommended that stockholders vote, ona non-binding, advisory basis, to approveand our compensation committee will consider the compensationoutcome of theSay-on-Pay Vote, as well as any feedback received throughout the year, when making compensation decisions for our named executive officers as described in this proxy statement.the future. The compensation committeenext Say-on-Pay Vote will review stockholder votes on our executive compensation and determine whether to make changes tobe held at the program accordingly.2022 Annual Meeting of Stockholders.

20192020 Executive Compensation Program

Base Salary

The base salaries of our named executive officers are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities and to provide a fixed base of cash compensation. Base salary is a visible and stable fixed component of our compensation program. Our compensation committee may adjust base salaries based on a number of factors, including experience, responsibilities, individual contributions, number of years in the position and competitive data. In addition, our compensation committee may evaluate our named executive officers’ base salaries, together with other components of their compensation, to ensure that the executive’s total compensation is consistent with our overall compensation philosophy and market practices of our compensation peer group.

In November 2018,2019, our compensation committee reviewed the base salaries of our executive officers, including the named executive officers. With respect to our named executive officers, the compensation committee determined that base salary levels would be increased or remain unchanged as follows:

The compensation committee made the determination to increase the base salary of Ms. Bottorff, effective aseach of January 1, 2019,the named executive officers, due to the augmented scope of her roletheir respective roles due to the continued growth of the Company, as well as hereach named executive officer’s performance while executing herthe named executive officer’s heightened responsibilities.

In connection with Mr. Matton’s resignation of his employment as of March 31, 2021, our compensation committee approved a letter agreement recommended by our Chief Executive Officer resulting in the payment of Mr. Matton’s individual bonus at the target incentive compensation amount set for Mr. Matton under the 2020 MBO Bonus Plan. Our compensation committee subsequently approved an individual bonus payable to Mr. Matton under the 2020 MBO Bonus Plan based on the Corporate Achievement Percentage.

The annual cash bonus targets under the 20192020 MBO Bonus Plan for the named executive officers were set as follows:

objectives previously established by our compensation committee for 2019.2020. Our compensation committee determined that the Corporate Achievement Percentage for 20192020 was 97.11%158.5%. Our compensation committee then determined the Individual Achievement Percentage for each of Messrs. Morken Hoffman, and Matton,Hoffman, Ms. Bottorff, and Ms. Allen. The Corporate Achievement Percentage and Individual Achievement Percentage yielded bonuses under the 20192020 MBO Bonus Plan as follows:

In connection with Mr. Matton’s resignation of his employment as of March 31, 2021, our compensation committee approved a letter agreement recommended by our Chief Executive Officer resulting in the payment of Mr. Matton’s individual bonus at the target incentive compensation amount set for Mr. Matton under the 2020 MBO Bonus Plan. Our compensation committee subsequently approved an individual bonus payable to Mr. Matton under the 2020 MBO Bonus Plan based on the Corporate Achievement Percentage.

The annual cash incentive awards earned by our named executive officers for fiscal 20192020 performance are also set forth in the 20192020 Summary Compensation Table below.

Equity Awards

Prior to our November 2017 initial public offering, we historically granted equity awards in the form of stock options. We utilized stock options because they provided value only if our equity value increased, and the stock options only vested if the executive officer continued in our employment. As of our November 2017 initial public offering, substantially all stock options awarded to our named executive officers had vested fully. Beginning in January 2018, we began granting restricted stock unit awards as the equity award component of our compensation program. These awards were subject to vesting dependent on the executive officer’s continued employment. We determined that it was advisable to utilize restricted stock unit awards to align with peer company practices. In addition to aligning with market practice, we believe that the use of restricted stock unit awards improves the balance and risk profile of our compensation program to include a form of award that does not rely solely on stock price appreciation in order to provide value.

During 2019,2020, our compensation committee did not have any formal policy for determining the number or type of equity-based awards to grant to named executive officers. Rather, the annual equity grants to our named executive officers are evaluated and approved by our compensation committee in the context of each named executive officer’s total compensation and take into account the market data provided by compensation consultants in addition to the individual officer’s responsibilities and performance. The compensation committee also takes into account the recommendations of the Chief Executive Officer (except as to his own award of equity-based compensation) with respect to appropriate grants and any particular individual circumstances.

In January 2019,2020, our compensation committee approved equity grants consisting of restricted stock unit awards for our named executive officers. Except for one award to Mr. Hoffman and one award to Mr. Morken as described below, each of the restricted stock unit awards granted in January 20192020 vests as follows: (1) 12.5% quarterly on each of March 31, 2019,2020, June 30, 2019,2020, September 30, 2019,2020, and December 31, 2019;2020; and (2) approximately 16.7% annually thereafter on January 2, 2021,2022, January 2, 2022,2023, and January 2, 2023,2024, in each case subject to the officer’s continued service with us through the applicable vesting date. Our compensation committee also approved an additional equity grant consisting of restricted stock units for Mr.Mssrs. Hoffman and Morken, which vestsvest in four equal annual installments, with the first such installment occurring on January 2, 2020.

In April 2019, our compensation committee also approved an additional equity grant consisting of restricted stock units for Mr. Morken. The restricted stock unit award granted during April 2019 vests in four equal annual installments, with the first such installment occurring on April 25, 2020.2021.

In June 2019,November 2020, our compensation committee also approved an additional equity grantgrants consisting of restricted stock unit awards for Ms. Bottorff. Theour named executive officers in recognition of their contributions to our November 2020 acquisition of Voxbone S.A. Each of the restricted stock unit awardawards granted during June 2019in November 2020 vests as follows: (1) 12.5% quarterly on each of February 2, 2021, May 2, 2021, August 2, 2021, and November 2, 2021; and (2) approximately 16.7% annually thereafter on November 2, 2022, November 2, 2023, and November 2, 2024, in four equal annual installments,each case subject to the officer’s continued service with us through the first such installment occurring on June 3, 2020.applicable vesting date.

Refer to the 20192020 Grants of Plan-Based Awards table below for additional information regarding the equity awards issued to our named executive officers in 2019.2020.

The following table summarizes the equity grants made to the named executive officers during 2019,2020, which were generally subject to the vesting schedules described above:

Employment Agreements with Named Executive Officers

David A. Morken

We entered into an employment agreement with David A. Morken as of January 1, 2015 (as amended on March 9, 2017), which has a current term that will expire on January 1, 20212022 and which will automatically renew for additionalone-year periods periods unless either Mr. Morken or we give at least 60 days’ notice ofnon-renewal to to the other party.

This agreement entitles Mr. Morken to receive an initial base salary of $375,000 and the opportunity to earn an annual performance-based bonus, with a target of 100% of base salary, subject to the achievement of individual and company performance goals to be mutually agreed by our board of directors and Mr. Morken at the beginning of each calendar year. Upon a liquidity event in which there is a change of control of the Company with a value of at least $750 million (calculated on an enterprise basis) and the transaction commences during the term of the employment agreement and closes on or prior to December 31, 2023, Mr. Morken will additionally be entitled to receive a liquidity bonus as shown in the table below (the “Liquidity Bonus”), subject to Mr. Morken’s continued employment through the date of such liquidity event (or his earlier termination by us for any reason or his resignation for “Good Reason” (as defined in his employment agreement) following the commencement of negotiations regarding the potential transaction).