UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Check the appropriate box:
| Preliminary Proxy Statement | |||||
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||
| Definitive Proxy Statement | |||||
| Definitive Additional Materials | |||||
| Soliciting Material under §240.14a-12 | |||||
Sprout Social, 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):
| No fee required. | |||||
| Fee paid previously with preliminary materials. | |||||
| o | Fee computed on table | ||||
 SPROUT SOCIAL, INC. 131 SOUTH DEARBORN STREET, SUITE 700 CHICAGO, ILLINOIS 60603 Notice of 2024 Message to | ||||||||
I am pleased to invite you to attend the 2024 annual meeting of | ||||||||
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
1. |
2. | 3.to conduct an advisory vote to approve the compensation of our named executive officers; and |
4. to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Further information regarding how to vote prior to the annual meeting, voting rights and the matters to be voted upon is presented in the accompanying proxy statement. We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of paper copies of this proxy statement and our annual report. On or about April 8, 2024, we expect to mail to our stockholders the Notice containing instructions on how to access our proxy statement and our annual report, including how to receive a paper copy of these materials by mail. The proxy statement and our annual report can be accessed directly at www.virtualshareholdermeeting.com/SPT2024. You will be asked to enter the control number located on your proxy card. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual meeting, please submit your proxy as soon as possible so that your shares may be represented at the 2024 Annual Meeting. We’re building a company that our employees, customers, families, communities and investors can be proud of. On behalf of the Sprout Social board of directors, I thank you for your support and guidance. | ||||||||
| Sincerely, | ||||||||
 |  | |||||||
Justyn Howard Chairman of the Board of Directors | ||||||||
 | ||||||||
Chicago, Illinois | ||||||||
April | ||||||||
TABLE OF CONTENTS
| Corporate Governance | ||||||||
| Voting Proposals | ||||||||
| Executive Officers & Compensation | ||||||||
 | i | ||||
| Other Matters | ||||||||
| ii | ||||
SPROUT SOCIAL, INC.
PROXY STATEMENT
FOR 20202024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:10:00 a.m. Central Time on Wednesday, May 27, 202022, 2024
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 20202024 annual meeting of stockholders of Sprout Social, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, May 27, 202022, 2024 at 9:10:00 a.m. Central Time.
The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast. You will be able to virtually attend and listen to the Annual Meeting live, submit questions and vote your shares electronically at the Annual Meeting. In order to virtually attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting; Meeting—What do I need to do to attend the Annual Meeting virtually?”
The Notice containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 16, 20208, 2024 to all stockholders entitled to vote at the Annual Meeting.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 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 are encouraged to 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.
Why are you holding a virtual Annual Meeting?
Our Annual Meeting will be conducted via live audio webcast and online stockholder tools. We are excited to be using the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. We believe this is the right choice for a company with a global reach and worldwide stockholder base. In addition to supporting the health and well-being of our stockholders and other meeting participants during the coronavirus (COVID-19) pandemic, weWe also believe a virtual annual meeting allows more stockholders (regardless of physical location, size or resources) to have direct access to information in real time, while saving the Company and our stockholders time and money and reducing the environmental impact of our Annual Meeting, especially as physical attendance at stockholder meetings generally has dwindled. In addition to reducing the environmental impact of our Annual Meeting, we also believe that the online tools we have selected will increase stockholder communication and overall participation. We remain very conscious toof any concerns that virtual meetings may diminish stockholderstockholder’s voice or reduce accountability. Accordingly, we have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during the Annual Meeting so they can ask questions of our board of directors and management. We plan to answer questions that comply with the meeting rules of conduct as they come in and address those asked in advance as time permits. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. A replay and a written transcript of the meeting will be made publicly available on our investor relations site.
www.virtualshareholdermeeting.com/SPT2024.
What matters am I voting on and how does the board of directors recommend that I vote?
| PROPOSAL | SPROUT SOCIAL BOARD OF DIRECTORS VOTING RECOMMENDATION | PAGE REFERENCE (FOR MORE DETAIL) | ||||||
PROPOSAL NO. 1 The election of two Class | FOR each nominee | |||||||
PROPOSAL NO. 2 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, | FOR | |||||||
PROPOSAL NO. 3 Advisory vote to approve the compensation of our named executive officers (“say-on-pay vote”). | FOR | |||||||
Other than the twothree items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. You may be asked to consider any other business that properly comes before the Annual Meeting.
| 1 | ||||
Who is entitled to vote?
Holders of our Class A common stock and Class B common stock as of the close of business on March 30, 2020,28, 2024, the date our board of directors has set as the record date (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 40,404,32449,774,937 shares of our Class A common stock outstanding and 9,945,9526,762,638 shares of our Class B Commoncommon 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. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B Common Stockcommon 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.” We do not have cumulative voting rights for the election of directors.
Stockholders of Record: Shares Registered in Your Name
If shares of our common stock are registered directly in your name with our transfer agent or with our equity award management system (Shareworks), then you are considered to be the stockholder of record with respect to those shares, and the Notice waswill be provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy and indicate your voting choices directly to the individuals listed on the proxy card or to vote virtually at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”
Street Name Stockholders
If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice waswill be forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares in the manner provided in the voting instructions you receive from your broker, bank or other nominee.
If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Street name stockholders are also invited to virtually attend the Annual Meeting. However, because a street name stockholder is not the stockholder of record, you may not vote your shares of our common stock virtually at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”
Both stockholders of record and street name stockholders will be able to virtually attend the Annual Meeting via live audio webcast and submit questions during the meeting and vote their shares electronically at the Annual Meeting.meeting. For more information on how to virtually attend the Annual Meeting, please see the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting; What“What do I need to do to attend the Annual Meeting virtually?”
How many votes are needed for approval of each proposal?
| PROPOSAL | VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTIONS AND BROKER NON-VOTES | ||||
PROPOSAL NO. 1 The election of two Class | Our amended and restated Bylaws (“Bylaws”) | ||||
PROPOSAL NO. 2 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, | For this proposal to be approved, it must receive more votes “FOR” than “AGAINST” the proposal. Abstentions will have no effect on the outcome of this proposal. We do not anticipate broker non-votes on this proposal. | ||||
PROPOSAL NO. 3 Say-on-pay vote. | For this proposal to be approved, it must receive more votes “FOR” than “AGAINST” the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.* | ||||
* Because this vote is advisory only, it will not be binding on us or on our board of directors. However, our board of directors and compensation committee will consider the outcome of the vote when making future decisions regarding executive compensation.
Voting results will be tabulated and certified by the inspector of election appointed for the Annual Meeting.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold anthe annual meeting and conduct business under our Bylaws and Delaware law. The presence, including by proxy, of the holders of a majority in voting power of all issued and outstanding shares of our commoncapital stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions against votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.
| 2 | ||||
How do I vote?
If you are a stockholder of record, there are four ways to vote:
•By Internet before the annual meetingAnnual Meeting at https://www.proxyvote.com,www.ProxyVote.com, 24 hours a day, seven days a week until 11:59 p.m. Eastern Time on May 26, 202021, 2024 (have your Notice or proxy card in hand when you visit the website);
•By toll-free telephone at 1-800-690-6903, 24 hours a day, seven days a week until 11:59 p.m. Eastern Time on May 21, 2024 (have your Notice or proxy card in hand when you call) until 11:59 p.m. Eastern Time;
•By mobile device by scanning the QR code included on May 26, 2020;
your Notice of proxy card;•By completing and mailing your proxy card (if you received printed proxy materials) to be received prior to the Annual Meeting; or
•By attending the virtual meeting by visiting https://www.virtualshareholdermeeting.com/SPT2020,SPT2024, where you may vote. Please havealso vote (have your Notice or proxy card in hand when you visit the website. website).
For more information on how to attend and vote at the Annual Meeting, please see the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting; What“What do I need to do to attend the Annual Meeting virtually?”
If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. As discussed above, if you are a street name stockholder, you may not vote your shares electronically at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
What do I need to do to attend the Annual Meeting virtually?
Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast and submit their questions during the meeting and vote their shares electronically at the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SPT2020; provided that if you are a street name stockholder, you may not vote your shares electronically at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.SPT2024. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card.
The Annual Meeting live audio webcast will begin promptly at 9:10:00 a.m. Central Time on Wednesday, May 27, 2020.22, 2024. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:9:45 a.m. Central Time, and you should allow ample time for the check-in procedures.
What if I have technical difficulties during the check-in time or during the Annual Meeting?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meetingAnnual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at https://www.virtualshareholdermeeting.com/SPT2020.virtual Annual Meeting platform log in page. Please be sure to check in by 8:9:45 a.m. Central Time on May 27, 2020,22, 2024, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins.
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:
•entering a new vote by Internet or by telephone;
•completing and returning a later-dated proxy card;
•notifying the Secretary of Sprout Social, Inc., in writing, at Sprout Social, Inc., Legal Department, Attention Secretary, 131 South Dearborn Street, Suite 700, Chicago, Illinois 60603; or
•virtually attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).
If you are a street name stockholder, your broker, bank or other nomineenominees can provide you with instructions on how to change your vote.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. Justyn Howard (our PresidentChairman and Chief Executive Officer), Joe Del Preto (our Chief Financial Officer and Treasurer) and Heidi Jonas (our General Counsel and Secretary) have been designated as proxy holders by our board of directors. When proxies 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 no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 16, 20208, 2024, to all stockholders entitled to vote at the Annual Meeting.
Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and the costs of our annual meetings of stockholders.
| 3 | ||||
What does it mean if I receive more than one Notice?
You may receive more than one Notice, more than one e-mail or multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice, a separate e-mail or a separate voting instruction card for each brokerage account in which you hold shares. If you are proxies soliciteda stockholder of record and your shares are registered in more than one name, you may receive more than one Notice, more than one e-mail or more than one proxy card. To vote all of your shares by proxy, you must complete, sign, date and return each proxy card and voting instruction card that you receive and vote over the Internet the shares represented by each Notice that you receive (unless you have requested and received a proxy card or voting instruction card for the Annual Meeting?shares represented by one or more of those Notices).
Who pays for the Company’s solicitation of proxies?
Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks and other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.
How may my broker, bank or other nominee vote my shares if I fail to provide timely directions?
Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020.2024. Your broker, bank or other nominee will not have discretion to vote on the election of directors,remaining proposals, which is aare “non-routine” matter,matters, absent direction from you. If the broker, bank or other nominee that holds your shares in “street name” returns a proxy card without voting on a non-routine proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” “Broker non-votes” are considered in determining whether a quorum exists at the Annual Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Annual Meeting is explained above.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.
What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20212025 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 17, 2020.9, 2024. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Sprout Social, Inc.
Legal Department
Attention: Secretary
131 South Dearborn Street, Suite 700
Chicago, Illinois 60603
If a stockholder who has notified us of his, her or itstheir intention to present a proposal at an annual meeting does not appear to present his, her or itstheir proposal at such annual meeting, such nomination shall be disregarded and we are not required to present the proposal for a vote at such annual meeting.
Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that for business to be properly brought before an annual meeting by a stockholder, the business (i) must constitute a proper matter for stockholder action and (ii) must be properly brought before the meeting by a stockholder who was a stockholder of record at the time of the notice given and at the time of the annual meeting and who is entitled to vote at the meeting. The stockholder must provide timely written notice to our Secretary, which notice must contain the information specified in our Bylaws. To be timely for our 20212025 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:
•not earlier than January 27, 2021;22, 2025; and
•not later than February 26, 2021.21, 2025.
| 4 | ||||
In the event that we hold our 20212025 annual meeting of stockholders more than 30 days before or more than 70 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no later than:
•the 90th day prior to our 20212025 annual meeting of stockholders; or, if later
•the 10th day following the day on which public announcement of the date of the 20212025 annual meeting of stockholders is first made.
If a stockholder who has notified us of his, her or itstheir intention to present a proposal at an annual meeting does not appear to present his, her or itstheir proposal at such annual meeting, such nomination shall be disregarded and we are not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
Our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. The stockholder must also give timely notice to our Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement. For additional information regarding stockholder recommendations for director candidates, please see “Board of Directors and Corporate Governance; Governance—Stockholder Recommendations and Nominations to the Board of Directors.”
You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
A copy of our Bylaws is available via the SEC’s website at https://www.sec.gov. You may also contact our Secretary at the address set forth above for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
| 5 | ||||
Table of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. These provisions include:Contents
BOARD OF DIRECTORS
AND CORPORATE GOVERNANCE
AND CORPORATE GOVERNANCE
Our business affairs are managed under the direction of our board of directors, which is currently composed of sixseven members. All of our directors, other than Justyn Howard, our PresidentChairman and Chief Executive Officer (“CEO”), and Aaron Rankin, our Co-Founder and former Chief Technology Officer, are independent within the meaning of the listing standards of the Nasdaq CapitalStock Market LLC (“Nasdaq”). Our board of directors is divided into three classes of directors each serving a staggered three-year term. At each annual meeting of stockholders, a class of directors is elected for a three-year term to succeed the class whose term is then expiring.
The following table sets forth the names, ages as of March 30, 2020,the Record Date, and certain other information for each of the members of our board of directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our board of directors. Full biographical information is below.
| CLASS | AGE | POSITION | DIRECTOR SINCE | CURRENT TERM EXPIRES | EXPIRATION OF TERM FOR WHICH NOMINATED | INDEPENDENT | AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | |||||||||||||||||||||||
| Directors with Terms Expiring at the Annual Meeting/Nominees | ||||||||||||||||||||||||||||||||
| Justyn Howard | II | 44 | Chairman and Chief Executive Officer | 2010 | 2024 | 2027 | ||||||||||||||||||||||||||
| Thomas Stanley | II | 57 | Director | 2021 | 2024 | 2027 | X |  | | |||||||||||||||||||||||
| Continuing Directors | ||||||||||||||||||||||||||||||||
| Steven Collins | III | 59 | Director | 2019 | 2025 | — | X |   | | |||||||||||||||||||||||
| Aaron Rankin | III | 41 | Co-Founder and Director | 2010 | 2025 | — | ||||||||||||||||||||||||||
| Peter Barris | I | 72 | Lead Independent Director | 2011 | 2026 | — | X | | ||||||||||||||||||||||||
| Raina Moskowitz | I | 41 | Director | 2020 | 2026 | — | X | | | |||||||||||||||||||||||
| Karen Walker | I | 62 | Director | 2019 | 2026 | — | X | | | |||||||||||||||||||||||
| CLASS | AGE | POSITION | DIRECTOR SINCE | CURRENT TERM EXPIRES | EXPIRATION OF TERM FOR WHICH NOMINATED | INDEPENDENT | AUDIT COMMITTEE | COMP. COMMITTEE | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | ||||||||||
| Directors with Terms expiring at the Annual Meeting/Nominees | |||||||||||||||||||
| Peter Barris | I | 68 | Director | 2011 | 2020 | 2023 | X |  | | ||||||||||
| Karen Walker | I | 58 | Director | 2019 | 2020 | 2023 | X | | |  | |||||||||
| Continuing Directors | |||||||||||||||||||
| Justyn Howard | II | 40 | President, Chief Executive Officer and Director | 2010 | 2021 | — | |||||||||||||
| Aaron Rankin | III | 37 | Chief Technology Officer and Director | 2010 | 2022 | — | |||||||||||||
| Steven Collins | III | 55 | Director | 2019 | 2022 | — | X |  | | ||||||||||
| Jason Kreuziger | II | 40 | Director | 2016 | 2021 | — | X | | |||||||||||
| 6 | ||||
Legend: Audit committee financial expert
Chair | Member | Audit committee financial expertConsiderations in Evaluating Director Nominees
The nominating and corporate governance committee, in recommending director candidates for election to the board of directors, and the board of directors, in nominating director candidates, considers candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments.
In evaluating director candidates, the nominating and corporate governance committee and the board of directors may also consider the following criteria as well as any other factor that they deem to be relevant:
•the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly heldpublic company;
•the candidate’s experience as a board member of another publicly heldpublic company;
•the candidate’s professional and academic experience relevant to the Company’s industry;
•the strength of the candidate’s leadership skills;
•the candidate’s experience in finance and accounting and/or executive compensation practices;
•whether the candidate has the time required for preparation, participation and attendance at board of directors meetings and committee meetings, if applicable; and
•the candidate’s geographic background, gender, age and ethnicity.
In addition, the board of directors will consider whether there are potential conflicts of interest with the candidate’s other personal and professional pursuits. The board of directors monitors the mix of specific experience, qualifications and skills of its directors in order to assure that it, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.
Nominees for Director
JUSTYN HOWARD
Co-Founder, Chairman of the Board of Directors, and Chief Executive Officer of Sprout Social, Inc.
Director since 2010
Age 44
Committees: None
Justyn Howard co-founded Sprout Social and has served as our Chief Executive Officer and as the Chairman of our board of directors since April 2010. From April 2010 until December 2020, he also served as our President. Mr. Howard has won a number of awards and honors as our Chief Executive Officer, including recognition in Glassdoor’s “Highest Rated CEOs” in 2019, 2018 and 2017 for U.S. companies with less than 1,000 employees, winning Built in Chicago’s Moxie Awards CEO of the Year for 2017. Prior to founding Sprout Social, Mr. Howard held Enterprise Sales roles for Saas Learning Management provider Learn.com. As our founding CEO, we believe that Mr. Howard’s in-depth knowledge and leadership provide him with the qualifications and skills to serve on our board of directors.
| 7 | ||||
THOMAS STANLEY
Former President and Chief Revenue Officer of Chainalysis Inc.
Director since 2021
Age 57
Committees: Compensation Committee, Nominating and Corporate Governance Committee
Thomas Stanley has served as a member of our board of directors since June 2021. From December 2021 until September 2023, Mr. Stanley served as the President and Chief Revenue Officer of Chainalysis, Inc., a global blockchain data platform that provides block chain-related data, software, services, and research. Prior to that, Mr. Stanley was the Chief Revenue Officer of Tanium, Inc., an information technology company focused on enterprise-scale information security and systems management from September 2019 until December 2021, and from August 2006 to September 2019, Mr. Stanley was employed by NetApp, Inc. (NASDAQ: NTAP), a hybrid cloud data services and data management company, where his most recent position was Senior Vice President and General Manager, Americas. Mr. Stanley currently serves on the board of directors for Nasuni, Inc., Boys Hope Girls Hope International and the North Carolina A&T Real Estate Foundation.
Mr. Stanley holds a Bachelor’s degree in Computer Science from North Carolina State University and Master’s degree in Business Administration from the Carlton School of Management at the University of Minnesota. We believe Mr. Stanley is qualified to serve on our board of directors because of his software executive experience in sales, go-to-market strategy, and partnerships.
Continuing Directors
PETER BARRIS
Chairman Emeritus and Retired General Partner of New Enterprise Associates, Inc. and Chairman of the NEA Advisory Board
Lead Independent Director since 2024
Director since 2011
Age 6872
Peter Barrishas served as a member of our board of directors since February 2011. In April 2024, Mr. Barris was appointed lead independent director of the Company’s board of directors. Mr. Barris joined New Enterprise Associates, Inc. (“NEA”), a global venture capital fund investing in technology and healthcare, where he specialized in information technology investing, in 1992 and retired at the end of 2019. Prior to his retirement, Mr. Barris held several roles at NEA, including Managing General Partner of NEA. Mr. Barris is currently the Chairman of the NEA Advisory Board. Mr. Barris has served on the board of directors of Groupon, Inc. (Nasdaq:GRPN) since January 2008 and also serves on the board of directors of severalfor private companies including Berkshire Grey, Inc., Catalytic, Inc., NextNav Holdings, LLC, Tamr, Inc., Tempus Labs, Inc., ThreatQuotient, Inc., Upskill, Inc. and ZeroFox,ThreatQuotient, Inc. In addition, Mr. Barris is a Vice Chairman of the Board of Trustees of Northwestern University, and in December 2014 Mr. Barris was electedserves on the boards of the Brookings Institution, P33 and In-Q-Tel. He has been named several times to the Forbes Midas List of top technology investors, to Washington Tech Council’s Hall of Fame, and to the Washington Business Hall of Fame. In the previous five years, Mr. Barris was a member of the board of directors or Berkshire Grey, Inc. (NASDAQ: BGRY), ZeroFox Holdings, Inc. (NASDAQ: ZFOX), Catalytic, Inc., Upskill, Inc., Groupon, Inc. (NASDAQ: GRPN) and NextNav, Inc. (NASDAQ: NN).
Mr. Barris holds a Bachelor’s degree in Electrical Engineering from Northwestern University and a Master’s degree in Business Administration from the Tuck School of Business at Dartmouth University. Mr. Barris brings to our board of directors a sophisticated knowledge of information technology companies that includes investments in over twenty-fivethree dozen information technology companies that have completed public offerings or successful mergers as well as experience serving as a director of several public companies. We believe that Mr. Barris is qualified to serve on our board of directors because he has more than twenty20 years of experience in finance and has served on other public company boards of directors.
STEVEN COLLINS
Former
ExactTarget, Inc.
Director since 2019
Director since 2019
Age
59
Committees: Audit Committee (Chair), Compensation Committee
Committees: Audit Committee (Chair), Compensation Committee
Steven Collins has served as a member of our board of directors since August 2019. From June 2011 to February 2014, Mr. Collins served as the Executive Vice President and Chief Financial Officer of ExactTarget, Inc., a cross-channel digital marketing company that was acquired by Salesforce.com, Inc. Prior to that, Mr. Collins held the position of Senior Vice President and Chief Financial Officer of NAVTEQ Corporation, a digital mapping company. Mr. Collins was with NAVTEQ Corporation from 2003 through 2011 and served as the Vice President of Finance and the Senior Vice President of Finance & Accounting prior to being named Chief Financial Officer. Mr. Collins currently serves on the board of directors of several privately heldnCino, Inc. (NASDAQ: NCNO), Paycor HCM, Inc. (NASDAQ: PYCR) and one private software companies.company. In the previous five years, Mr. Collins was a member of the board of directors of MuleSoft, Inc., Shopify, Inc. (NYSE: SHOP), and Instructure, Inc (NYSE: INST).
Mr. Collins holds a Bachelor’s degree in Industrial Engineering from Iowa State University and a Master’s degree in Business Administration from the Wharton School of the University of Pennsylvania. Mr. Collins is also a Certified Public Accountant. We believe that Mr. Collins is qualified to serve on our board of directors because of his extensive finance and software industry experience as well as his strong business acumen and leadership skills.
| 8 | ||||
RAINA MOSKOWITZ
Chief Operating and Marketing Officer at Etsy, Inc.
Director since 20162020
Age 4041
AARON RANKIN
Co-Founder and Former Chief Technology Officer of Sprout Social, Inc.
Director since 2010
Age 41
Committees: None
Aaron Rankin co-founded Sprout Social. He has served as a member of our board of directors since April 2010. From April 2010 to hisDecember 2023, Mr. Rankin served as our Chief Technology Officer. Prior to founding Sprout Social, Mr. Rankin was a software engineer at Endeca Technologies, Inc., a software company, from August 2006 until February 2010 and was an IT Architect at IBM Corporation (NYSE: IBM), a technology company, from August 2004 until August 2006.
Mr. Rankin holds Bachelor’s and Master’s degrees in Information Systems from Carnegie Mellon University. We believe that Mr. Rankin’s in-depth knowledge of our business from serving as one of our founders and as our former Chief Technology Officer provides him with the qualifications and skills to serve on our board of directors.
KAREN WALKER
Operating Partner at Goldman Sachs
Director since 2019
Age 62
Committees: Audit Committee, Nominating and Corporate Governance Committee (Chair)
Karen Walker has been a member of our board of directors since August 2019. Since February 2023, Ms. Walker has served as an Operating Partner of the Value Accelerator Practice of the Merchant Banking Division at Goldman Sachs & Co. LLC, a global investment banking, securities and investment management firm. From September 2019 to February 2023, Ms. Walker was the Chief Marketing Officer and Senior Vice President of Intel Corporation (NASDAQ: INTC), a multinational technology company. From 2009 until July 2019, Ms. Walker was employed by Cisco Systems, Inc. (NASDAQ: CSCO) (“Cisco”), a multinational digital communications technology company, where her last position was as Senior Vice President and Chief Marketing Officer. Ms. Walker was recognized by Forbes as being one of the Top 10 World’s Most Influential CMOs (2017, 2019). Cisco was also recognized as having an award-winning Digital Marketing Foundation by Oracle and Martech. Prior to joining Cisco, Ms. Walker worked at Hewlett-Packard, Inc. (NYSE: HPE), a multinational information technology company, as Vice President of Strategy and Marketing for both the Consumer Digital Entertainment and Personal Systems groups. Ms. Walker currently serves as a member of the board of directors of Eli Lilly and Company (NYSE: LLY), a global healthcare and pharmaceutical company, where she serves on the Audit Committee and Compensation Committee. Ms. Walker is an Executive Committee and Board Member of the Association of National Advertisers, the industry-leading marketing professionals association, and the Salvation Army Advisory Board of Silicon Valley.
Ms. Walker holds a Bachelor’s degree with joint honors in chemistry and business studies from Loughborough University and an honorary Doctorate of Business Administration from Sunderland University, both in England. We believe that Ms. Walker is qualified to serve on our board of directors because of her extensive experience in the finance industry.information technology industry and her business expertise in marketing and digital experience.
| 9 | ||||
Board Composition
The following tables describes the gender identity and demographic background of our board of directors.
| Board Diversity Matrix (As of April 8, 2024) | ||||||||||||||
| Total Number of Directors | 7 | |||||||||||||
| Female | Male | Non- Binary | Did Not Disclose Gender | |||||||||||
| Part I: Gender Identity | ||||||||||||||
| Directors | 2 | 5 | 0 | 0 | ||||||||||
| Part II: Demographic Background | ||||||||||||||
| African American or Black | 0 | 1 | 0 | 0 | ||||||||||
| Alaskan Native or Native American | 0 | 0 | 0 | 0 | ||||||||||
| Asian | 0 | 0 | 0 | 0 | ||||||||||
| Hispanic or Latin | 0 | 0 | 0 | 0 | ||||||||||
| Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | ||||||||||
| White | 2 | 4 | 0 | 0 | ||||||||||
| Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | ||||||||||
| LGBTQ+ | 0 | |||||||||||||
| Did Not Disclose Demographic Background | 0 | |||||||||||||
Board Leadership Structure
We believe that the structure of our board of directors and its committees provides strong overall management of our Company. In accordance with our corporate governance guidelines, a copy of which is posted in the Corporate Governance section of our website at https://investors.sproutsocial.com, our board of directors does not currently have a policy as to whether the offices of the Chair of the Board and Chief Executive OfficerCEO should be separate. Our board of directors, in consultation with our nominating and corporate governance committee, believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership. Pursuant to our
Our corporate governance guidelines from timeprovide that if the Chair of the Board is not an independent director, our independent directors may designate one of the independent directors to time,serve as a lead independent director. Because Mr. Howard is our chair and chief executive officer, our board of directors, may determine thatincluding the independent directors, has appointed Mr. Barris to serve as our lead independent director. As lead independent director, Mr. Barris assists the chair of the board of directors should have a lead director who may perform such additional dutiesand board itself in assuring compliance with and implementation of the Company’s corporate governance guidelines, coordinates the agenda for and moderates sessions of the board’s non-management directors, acts as ourprincipal liaison between the non-management directors and the chair of the board of directors on sensitive issues and performs such other functions as the board may otherwise determine and delegate.
Our nominating and corporate governance committee will periodically consider our board of directors’ leadership structure and make recommendations to change the structure as it deems appropriate.
Currently, Mr. Howard serves as our ChairChairman of the Board and Chief Executive Officer and we do not have a lead independent director.Officer. As a co-founder of our Company, Mr. Howard is best positioned to identify strategic priorities, lead critical discussion and execute our business plans. The board of directors believes that this overall structure meets the current corporate governance needs and oversight responsibilities of the board of directors. Moreover, each of the directors, other than Messrs. Howard and Rankin, are independent. Mr. Howard and Mr. Rankin do not serve on any committees of the board of directors. The board of directors believes that the independent directors, including our lead independent director, provide effective oversight of management.
Board Meetings and Committees
We have an active and engaged board of directors that is committed to fulfilling its fiduciary duty to act in good faith in the best interests of our Company and all of our stockholders. During our fiscal year ended December 31, 2019,2023, our board of directors held sixseven meetings (including regularly scheduled and special meetings) and each director attended at least 75% of the (i) total number of meetings of our board of directors held during the period for which he or she hasthey have been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or shethey served during the periods that he or she served (to the extent our committees held any meetings during our fiscal year ended December 31, 2019). We became a public company in December 2019 and did not have an annual meeting of our stockholders in 2019.they served.
Under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge his or hertheir responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the board and all committees on which the director sits. A director who is unable to attend a meeting of the board of directors or a committee is expected to notify the Chair of the board or the chair of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting.
| 10 | ||||
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors isare described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors. In light of the formation of these committees in connection with our IPO in December 2019, these committees did not hold any meetings during our fiscal year ended December 31, 2019.
Audit Committee
Our audit committee consists of Messrs. Barris andMr. Collins and Ms.Mses. Moskowitz and Walker, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Our board of directors has also affirmatively determined that Mr. Collins and Ms.Mses. Moskowitz and Walker each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 and Nasdaq rules. Given Mr. Barris’ affiliation with NEA, including his role as Retired General Partner, our board of directors has determined that Mr. Barris is not independent within the meaning of Rule 10A-3 of the Exchange Act. Nasdaq and the SEC rules require that our audit committee be composed of at least three members, subject to certain permitted phase-in rules for newly public companies. We are currently in compliance with these “phase-in” provisions, with two of the three members of our audit committee satisfying the applicable independence requirements and we intend for all members of the audit committee to meet the required independence standards within one year of the effectiveness of our IPO
•appointing, compensating, retaining evaluating, terminating and overseeing our independent registered public accounting firm;
•discussing with our independent registered public accounting firm its independence from management;
•reviewing with management and our independent registered public accounting firm the scope and results of their audit;
•approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;
•reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;
•reviewing and discussing with management, internal auditors and, if applicable, our independent registered public accounting firm the adequacy and effectiveness of our internal controls and reviewing and discussing the adequacy and effectiveness of the Company’s disclosure controls and procedures;
•reviewing our processes and policies onwith respect to risk assessmentidentification, management and risk management;assessment;
•overseeing management of risks associated with financial reporting, accounting and auditing matters;
•reviewing related party transactions; and
•establishing procedures for the confidential and anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.
The audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://investors.sproutsocial.com. During our fiscal year ended December 31, 2023, our audit committee held four meetings.
Compensation Committee
Our compensation committee consistconsists of Ms. Moskowitz and Messrs. Collins and Kreuziger and Ms. Walker,Stanley, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. In addition, our board of directors has determined that Mr.Messrs. Collins and Stanley and Ms. WalkerMoskowitz are also “non-employee directors” as defined pursuant to Rule 16b-3 of the Exchange Act. Mr. KreuzigerMs. Moskowitz is the chair of our compensation committee. Our compensation committee is responsible for, among other things:
•establishing, reviewing and modifying, as appropriate, the Company’s compensation philosophy and general policies related to executive compensation;
•reviewing and approving the compensation of our directors, President and Chief Executive Officer and other executive officers;
•reviewing and making recommendations to our board of directors with respect to the compensation of our directors;
•overseeing our submission to stockholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes and considering the results of any related advisory votes;
•overseeing the management of risks associated with our compensation policies, programs and practices;
•overseeing our talent and employee development programs, employee recruitment, retention and attrition, and the development of policies and strategies regarding diversity, equity and inclusion;
•reviewing succession planning for the role of Chief Executive Officer and other key roles;
•reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and
•appointing and overseeing any compensation consultants.
The compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://investors.sproutsocial.com. During our fiscal year ended December 31, 2023, our compensation committee held five meetings.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Mr.Ms. Walker and Messrs. Barris and Ms. Walker,Stanley, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Ms. Walker is the chair of our nominating and corporate governance committee. The nominating and corporate governance committee is responsible for, among other things:
•identifying qualified individuals to serve as members of our board of directors;
•reviewing the structure and membership of our board of directors and its committees;
•advising the board of directors on matters of board of director diversity, including with respect to gender, gender identity, race, ethnicity, sexual orientation and age, as well as recommend, as necessary, measures contributing to a board of directors that, as a whole, reflects a range of viewpoints, backgrounds, skills, experience and expertise;
•reviewing our corporate governance guidelines; and
•overseeing self-evaluations of our board of directors and management.
| 11 | ||||
The nominating and corporate governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://www.sproutsocial.com. During our fiscal year ended December 31, 2023, our nominating and corporate governance committee held four meetings.
Board and Committee Performance Evaluations
Our board of directors and each of its committees will conduct periodic self-evaluations to determine whether they are functioning effectively and whether any changes are necessary to improve their performance. The nominating and corporate governance committee is responsible for overseeing such periodic self-evaluations.
Compensation Committee Interlocks and InsideInsider Participation
None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.
Stockholder Recommendations and Nominations to the Board of Directors
Our Bylaws provide that stockholders seeking to nominate candidates for election as directors at an annual or special meeting of stockholders must provide timely notice thereof in writing. To provide timely notice of a nomination at an annual meeting, a stockholder’s notice must generally be received in writing by the Secretary at our principal executive offices with such notice being served not less than 90 nor more than 120 days before the anniversary of the preceding year’s annual meeting (which, for purposes of our first annual meeting, is deemed to have occurred on May 15, 2019, in accordance with our Bylaws).meeting. To be considered timely notice of a nomination at a special meeting, a stockholder’s notice must generally be received not more than 120 days prior to the special meeting nor later than the close of business on the later of (i) the 90th day prior to the special meeting and (ii) the 10th day following the day on which public announcement of the date of the special meeting of stockholders is first made.
With respect to director nominees, submissions must, among other requirements, include (i) such individual’s name, age and business address, (ii) such individual’s principal occupation or employment, (iii) the class(es) and number of shares of common stock directly or indirectly beneficially owned by such individual, (iv) any other information that must be disclosed pursuant to Regulation 14A under the Exchange Act and (v) any other information required under our Bylaws.
Although our Bylaws do not give our board of directors the power to approve or disapprove stockholder nominations of candidates to be elected at an annual meeting (although our board of directors does have the power to determine whether any such nomination has been made in accordance with our Bylaws), our Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company. Furthermore, our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees.
Eligible stockholders wishing to recommend a candidate for nomination should contact our Secretary in writing at Sprout Social, Inc., Legal Department, Attention: Secretary, 131 South Dearborn Street, Suite 700, Chicago, Illinois 60603. Such recommendations must include all of the information required by our Bylaws. For more information, see the section above titled “Questions and Answers About the Proxy Materials and Our Annual Meeting; Meeting—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?”
Communications with the Board of Directors
Interested parties wishing to communicate with our board of directors or with an individual member or members of our board of directors may do so by writing to our board of directors or to the particular member or members of our board of directors, as applicable, and mailing the correspondence to our Secretary at Sprout Social, Inc., Legal Department, Attention: Secretary, 131 South Dearborn Street, Suite 700, Chicago, Illinois 60603.
Each communication should set forth (i) the name and address of the stockholder, as it appears in our records, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.
Our Secretary, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chair of our board of directors.
Corporate Governance Overview
We regularly monitor developments and trends in the area of corporate governance and review our processes and procedures in light of such developments. As part of those efforts, we review federal and state laws affecting corporate governance, as well as rules adopted by the SEC and Nasdaq and we consider industry best practices for corporate governance. We believe that we have in place corporate governance procedures and practices that are designed to enhance our stockholders’ interests.
Corporate Governance Guidelines and Code of Ethics and Conduct Policy
Our board of directors has adopted our Corporate Governance Guidelines that address items such as:
•director qualifications and criteria;
•director orientation and continuing education;
| 12 | ||||
•service on other boards;
•independence and separate sessions of independent directors;
•the potential for a lead director;
•board access to senior management and independent advisors;
•succession planning;
•board of director committees; and
•board of directors meetings.
Code of Ethics and Conduct Policy
In addition, our board of directors has adopted our Code of Ethics and Conduct Policy which applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and otherprincipal executive and seniorofficer, principal financial officers,officer, principal accounting officer or controller or persons performing similar functions, that addresses items such as:
•conflicts of interest;
•disclosures;
•compliance with laws, rules and regulations;
•insider trading;
•reporting, accountability and enforcement;
•corporate opportunities;
•confidentiality and protection and proper use of Company assets;
•fair dealing;
•corporate loans and guarantees;
•gifts and favors and personal investments;
•retaliation, discrimination and harassment;
•political contributions; and
•personal conduct and social media.
The full text of our Corporate Governance Guidelines and our Code of Ethics and Conduct Policy is posted in the Corporate Governance section of our website at https://investors.sproutsocial.com. We will postintend to promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendmentsamendment (other than technical, administrative or other non-substantive amendments) to our Corporate Governance Guidelines,the Code of Ethics and Conduct Policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and relates to any waiverselement of ourthe code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Ethics and Conduct that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver.
Incentive Compensation Recoupment Policy
On October 25, 2023, in accordance with Rule 10D-1 promulgated under the Exchange Act and Nasdaq Listing Rule 5608, our compensation committee adopted the Sprout Social, Inc. Incentive Compensation Recoupment Policy for(the “Clawback Policy”).
More details on the Clawback Policy can be found below under the heading “Clawback Policy” in our Compensation Discussion & Analysis.
Stock Ownership Guidelines
To further align management and stockholder interests, on February 16, 2024, the board of directors adopted the Sprout Social, Inc. Stock Ownership Guidelines (the “Stock Ownership Guidelines”) which are applicable to our non-employee directors and executive officersour Chief Executive Officer. The Stock Ownership Guidelines require that non-employee directors hold equity in the Company with a value equal to at least three times the annual board service cash retainer and the Chief Executive Officer own equity in the Company with a value equal to at least five times their annual base salary.
Compliance with the Stock Ownership Guidelines will be measured on the same website.last day of each calendar year. The applicable guideline of stock ownership is expected to be achieved by the end of the calendar year in which occurs the date that is five years after the later of (i) the effective date of the Stock Ownership Guidelines and (ii) the date the individual first becomes subject to the Stock Ownership Guidelines. If an individual fails to satisfy a guideline by the applicable date, the board of directors may take a number of actions as it determines appropriate, including prohibiting the individual from selling more than 50% of the remaining number of any shares acquired from the Company through the vesting or the exercise of equity awards after a portion of those shares are withheld and sold to pay applicable taxes and exercise prices, until the guideline is met.
More details on the Stock Ownership Guidelines can be found below under the heading “Stock Ownership Guidelines” in our Compensation Discussion & Analysis.
Risk Management
Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, competitive, legal and compliance, cybersecurity, privacy, platform and product innovation and reputational. We have designed and implemented processes to manage such risks. Although management is responsible for the day-to-day risks we face, one of the key functions of our board of directors is to oversee our risk management process. Our board of directors focuses on our general risk management strategy and the most significant risks facing us and oversees the implementation of risk mitigation strategies by management.
Our board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. The committees of our board of directors oversee and review risks that are inherent in their respective areas of oversight.
| 13 | ||||
The board of directors periodically receives reports by each committee chair regarding the committee’s considerations and actions. The board of director’sdirectors’ allocation of risk oversight responsibility may change from time to time based on the evolving needs of the Company.
Audit Committee
Our audit committee is primarily responsible for reviewing our audit results, earnings releases, major financial risk exposures, our internal controls over financial reporting, our disclosure controls and procedures, related party transactions and legal and regulatory compliance,compliance. The audit committee oversees our independent auditors and among other things, discussesour risk assessmentassessments and risk management matters with management and our independent auditors. Our audit committee also reviews matters relating to cybersecurity and other information technology risks, controls and procedures, including thosemanagements practices related to data privacyfinancial reporting, accounting and network security, and any specific cybersecurity issues that could affect the adequacy of the Company’s internal controls.auditing matters.
Compensation Committee
Our compensation committee is primarily responsible for reviewing ouroverseeing the management of risks and exposures associated with executivethe Company’s compensation policies, programs and arrangements,practices, including overall incentivethe review of an annual compensation risk assessment and equity plans.
whether any of the Company’s compensation policies, programs or practices encourage inappropriate risk-taking.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is primarily responsible for reviewing our risks and exposures associated with board membership, structure, and function, corporatebackground, governance and overall board effectiveness.
Succession Planning
Our board of directors (or a committee delegated by our board of directors) will work on a periodic basis with our Chief Executive Officer to evaluate the Company’s succession plans for our Chief Executive Officer to ensure adequate succession plans are in place and periodically review the performance of our Chief Executive Officer.
| 14 | ||||
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Our board of directors is currently composed of sixseven members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the Class III directors whose term isterms are then expiring. Each director’s term continues until the election and qualification of his or hertheir successor, or such director’s earlier death, resignation, disqualification or removal.
Nominees
Our nominating and corporate governance committee has recommended, and our board of directors has approved, Mr. BarrisMessrs. Howard and Ms. WalkerStanley as nominees for election as Class III directors at the Annual Meeting. If elected, Mr. BarrisMessrs. Howard and Ms. WalkerStanley will serve as Class III directors until our 20232027 annual meeting of stockholders, and until their successors aresuccessor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Each of the nominees is currently a director of our Company and has agreed to serve if elected. For information concerning the nominees, please see “Board of Directors and Corporate Governance.”
If you are a stockholder of record and you sign your proxy card or vote by telephone or 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. BarrisMessrs. Howard and Ms. Walker.Stanley. We expect that each of Mr. BarrisMessrs. Howard and Ms. WalkerStanley will accept such nomination; however, in the event that 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, bank or other nominee, your broker, bank or other nominee will not vote your shares on this matter.
Vote Required
Our Bylaws provide for plurality voting for the election of directors. “Plurality” means that the two individuals who receive the largest number of “FOR” votes cast “FOR” by the stockholders entitled to vote arewill be elected as directors. Abstentions will have no effect on the outcome of this proposal. Broker non-votes will have no effect on the outcome of this proposal.
Full details of our plurality voting policy for director nominees are set forth in our Bylaws, which are available via the SEC’s website at https://www.sec.gov.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.
| 15 | ||||
NON-EMPLOYEE DIRECTOR COMPENSATION
The following table sets forth information regarding the compensation earned by our non-employee directors for the year ended December 31, 2023.
| Director Compensation | |||||||||||
| NAME | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | ||||||||
| Peter Barris | 42,500 | 179,988 | 222,488 | ||||||||
| Steven Collins | 62,500 | 179,988 | 242,488 | ||||||||
| Raina Moskowitz | 60,000 | 179,988 | 239,988 | ||||||||
| Thomas Stanley | 50,000 | 179,988 | 229,988 | ||||||||
| Karen Walker | 57,000 | 179,988 | 236,988 | ||||||||
(1)Amounts reported in this column reflect cash retainer fees paid to our non-employee directors with respect to their 2023 service on the Company’s board of directors and its committees.
(2)Amounts reported in this column reflect the full grant-date fair value of restricted stock unit (“RSU”) awards granted to our non-employee directors during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to directors in 2023 in Note 10 to our audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2023.
(3)As of December 31, 2023, our non-employee directors held the following unvested equity awards: Messrs. Barris and Collins and Mses. Moskowtiz and Walker held 3,895 RSUs; and Mr. Thomas held 4,364 RSUs.
Non-Employee Director Compensation Policy
Under our non-employee director compensation policy effective for the fiscal year ended December 31, 2023, our non-employee directors were eligible to receive cash compensation for service on the board of directors and additional annual cash compensation for committee membership, in each case, payable quarterly in arrears and pro-rated for partial quarters served, as follows:
| Position | Annual Cash Retainer ($) | ||||
| Board Member | 35,000 | ||||
| Audit Committee Chair | 20,000 | ||||
| Lead Independent Director | 15,000 | ||||
| Compensation Committee Chair | 15,000 | ||||
| Nominating and Corporate Governance Committee Chair | 12,000 | ||||
| Audit Committee Member (other than Chair) | 10,000 | ||||
| Compensation Committee Member (other than Chair) | 7,500 | ||||
| Nominating and Corporate Governance Committee Member (other than Chair) | 7,500 | ||||
In addition to cash compensation described above, under our non-employee director compensation policy effective for the fiscal year ended December 31, 2023, new non-employee directors will each be eligible to receive an initial RSU award with a grant date value of $360,000 on the date of their appointment or election to the board, which shall vest as to one-third (1/3) of the total number of RSUs subject to such award on the first anniversary of the date of grant and as to an additional 1/12th of the total number of RSUs subject to such award on each quarterly anniversary of the date of grant thereafter (and if there is no corresponding day, the last day of the month), subject to the non-employee director continuing in service on the board of directors through the applicable vesting date. Each director will also receive an annual RSU award with a grant date value of $180,000 (with one-time prorated awards made to directors who were elected or appointed to the board of directors on a date other than an annual meeting, only with respect to the first annual meeting following the grant of such director’s award on their board service start date), which will generally vest in full on the day immediately prior to the date of our annual stockholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date. The vesting of the RSU awards will accelerate and vest in full upon a change in control, as defined in the Sprout Social, Inc. 2019 Incentive Award Plan (the “2019 Equity Incentive Plan”).
Non-Employee Director Stock Ownership Guidelines
On February 16, 2024, our board of directors adopted stock ownership guidelines that require each of our non-employee directors to own Sprout Social stock having a value of at least three times the annual board service cash retainer. See "Compensation Discussion and Analysis — Stock Ownership Guidelines."
| 16 | ||||
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2020.2024. PwC served as our independent registered public accounting firm beginning with our financial statements for the year ended December 31, 2017. Representatives of PwC 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.
At the Annual Meeting, our stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2020.2024. Our audit committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance.
If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the ratification of the appointment of PwC, your shares will be voted “FOR” the approval of the ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2024. If you are a street name stockholder and you do not give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee may vote your shares on this matter.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered to our Company by PwC for our fiscal years ended December 31, 2023 and December 31, 2022.
| 2023 | 2022 | |||||||
| (IN THOUSANDS) | ||||||||
Audit Fees(1) | $ | 1,660 | $ | 1,303 | ||||
| Audit-Related Fees | ||||||||
| Tax Fees | ||||||||
All Other Fees(2) | $ | 1 | $ | 1 | ||||
| Total Fees | $ | 1,661 | $ | 1,304 | ||||
(1)Audit Fees consist of fees for professional services rendered in connection with the audit of our annual financial statements and internal control over financial reporting, reviews of our unaudited quarterly financial statements and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.
(2)All Other Fees consist of aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosed above, which related to research subscriptions each year presented.
Auditor Independence
In our fiscal year ended December 31, 2023, there were no other professional services provided by PwC, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PwC.
Pre-Approval Policies and Procedures
It is the policy of our audit committee to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. Our audit committee pre-approves services by authorizing specific projects within the categories outlined above, subject to a budget for each category. All services provided by PwC for our fiscal years ended December 31, 2023 and 2022 were pre-approved by our board of directors in accordance with this policy.
Vote Required
The ratification of the proposal to be approved, it must receiveappointment of PwC as our independent registered public accounting firm requires more votes “for”“FOR” than “against”“AGAINST” the proposal. Abstentions will have no effect on the outcome of this proposal. We do not anticipate broker non-votes on this proposal. In the event that the proposal does not receive more votes “for”“FOR” than “against,“AGAINST,” our audit committee will reconsider whether or not to retain PwC. Notwithstanding the appointment of PwC 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 our Company and our stockholders. Representatives of PwC 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.
| 2019 | 2018 | ||||||
| (IN THOUSANDS) | |||||||
Audit Fees(1) | $ | 1,992 | $ | 454 | |||
| Audit-Related Fees | $ | — | $ | — | |||
| Tax Fees | $ | — | $ | — | |||
All Other Fees(2) | $ | 81 | $ | 73 | |||
| Total Fees | $ | 2,073 | $ | 527 | |||
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP.
| 17 | ||||
REPORT OF THE AUDIT COMMITTEE
The audit committee’s general role is to assist our board of directors in monitoring our financial reporting process and related matters. The audit committee operates under a written charter approved by Sprout Social’s board of directors, which is available on Sprout Social’s website at https://investors.sproutsocial.com and contains its specific responsibilities. 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 the applicable requirements for Nasdaq and the SEC rules. The audit committee will reviewreviews and assessassesses the adequacy of its charter and the audit committee’s performance on a periodic basis.
With respect to Sprout Social’s financial reporting process, Sprout Social’s management is responsible for (i) establishing and maintaining internal controls and (ii) preparing Sprout Social’s consolidated financial statements. Sprout Social’s independent registered public accounting firm, PwC, is responsible for performing an independent audit of Sprout Social’s consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Sprout Social’s financial statements. Those are fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:
•reviewed and discussed the audited financial statements with management and PwC;
•discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOBPublic Company Accounting Oversight Board (“PCAOB”) and the SEC; and
•received the written disclosures and the letters from PwC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and has discussed with PwC its independence.
Based on the audit committee’s review and discussions with management and PwC, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 20192023 for filing with the SEC.
Respectfully submitted by the members of the audit committee of the board of directors:
Steven Collins (Chair)
Raina Moskowitz
Karen Walker
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 of 1933, as amended (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.
| 18 | ||||
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with Section 14A of the Exchange Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), we are providing our stockholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. As described in detail under the section titled “Compensation Discussion and Analysis,” our executive compensation program is designed to drive and reward performance and align the compensation of our named executive officers with the long-term interests of our stockholders. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative disclosure that follow for additional details about our executive compensation program, including information about the compensation of our named executive officers for the year ended December 31, 2023.
This proposal, commonly known as a “say-on-pay” proposal, 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 element of compensation but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this proxy statement. Our board of directors and our compensation committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.
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 casting an advisory vote “FOR” the following resolution:
•“RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including in the ‘Compensation Discussion and Analysis’ section, the compensation tables, and the narrative discussions that accompany the compensation tables.”
If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to voting your shares, they will be voted “FOR” the approval of the advisory vote to approve the compensation of our named executive officers. If you are a street name stockholder and you do not give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will not vote your shares on this matter.
Vote Required
For this proposal to be approved, it must receive more votes “FOR” than “AGAINST” the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
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 through this say-on-pay vote or otherwise, are important to management and the board of directors and, accordingly, the board of directors and the compensation committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.
| 19 | ||||
EXECUTIVE OFFICERS
The following table identifies certain information about our executive officers as of March 30, 2020.the Record Date. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.
| NAME | AGE | POSITION | ||||||||
| Justyn Howard | 44 | |||||||||
| 45 | ||||||||||
| Joe Del Preto | 48 | Chief Financial Officer and Treasurer | ||||||||
Justyn Howard. Howard. Certain biographical information of Mr. Howard co-founded Sprout Socialis provided under “Board of Directors and Corporate Governance—Nominees for Director.”
Ryan Barretto. Mr. Barretto has served as our President and Chief Executive Officer and as a member of our board of directors since April 2010. Mr. Howard has won a number of awards and honors as our Chief Executive Officer, including recognition in Glassdoor’s “Highest Rated CEOs” in 2019, 2018 and 2017 for U.S. companies with less than 1,000 employees, winning Built in Chicago’s Moxie Awards CEO of the Year for 2017, and Crain’s Chicago 40 under 40 in the class of 2014.December 2020. Prior to founding Sprout Social, Mr. Howard held Enterprise Sales roles for Saas Learning Management provider Learn.com.
| 20 | ||||
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes the material elements of our executive compensation program for 2023. We also provide an overview of our compensation philosophy and objectives, our process for setting executive compensation, the key factors considered by our Compensation Committee and our Compensation Committee’s rationale for the specific compensation decisions of our named executive officers (our “named executive officers” or “NEOs”). Our NEOs for 2023 were:
•Justyn Howard, Chairman of the Board of Directors and Chief Executive Officer;
•Ryan Barretto, President;
•Joseph Del Preto, Chief Financial Officer and Treasurer; and
•Aaron Rankin, Director and Former Chief Technology Officer*.
* On December 14, 2023, Mr. Rankin resigned as Chief Technology Officer effective as of December 20, 2023. Following his resignation, Mr. Rankin remains at the Company as Co-Founder in a non-executive officer role focused on supporting the executive team and the strategic direction of the Company, and he will continue to serve on the Company’s board of directors.
Executive Summary
Who We Are
Sprout Social is a global leader in social media management and analytics software. Sprout Social’s unified platform puts powerful social data into the hands of more than 31,000 brands so they can make strategic decisions that drive business growth and innovation. With a full suite of social media management solutions, Sprout Social offers comprehensive publishing and engagement functionality, customer care, connected workflows and AI-powered business intelligence. Sprout Social’s award-winning software operates across all major social media networks and digital platforms.
Highlights of 2023 Corporate Performance
Specific highlights of our 2023financial performance include:
•Annual revenue of $334 million, up 31% compared to 2022.
•Non-GAAP operating income (loss) was $4.7 million, compared to ($3.9) million in 2022.
•Annual Recurring Revenue (“ARR”) surpassed $385 million.
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide stockholders with certain non-GAAP financial measures and customer metrics, including, but not limited to, non-GAAP operating income and ARR. For a description of each of these non-GAAP financial measures and a Master’s degreefull reconciliation for each non-GAAP financial measure to the most directly comparable financial measure stated in Business Administrationaccordance with GAAP, please see pages 77 through 79 of our 2023 Annual Report on Form 10-K filed with the SEC on February 23, 2024.
Highlights of 2023 Executive Compensation Program
Consistent with our performance and compensation objectives, in 2023 and early 2024, our Compensation Committee took the following key actions relating to the compensation of our named executive officers:
•2023 Base Salary. In 2023, our Compensation Committee approved annual base salary increases ranging from 3.03% to 12.18% for our NEOs, including a 4.35% salary increase for our CEO, to better align their base compensation with the Northwestern University Kellogg Schoolcompetitive market, based on analysis of Management.
our compensation peer group and broad-based compensation surveys. More details on these salary increases can be found below in the section titled “2023 Base Salaries.”
•Barretto Milestone Award Drives 2023 ARR Growth. In 2021, our Compensation Committee provided Mr. Barretto with a milestone award opportunity designed to drive ARR growth consisting of 120,000 RSUs and based on the material componentsCompany’s ARR reaching at least $300 million as of the last day of any calendar month (the “$300M ARR Milestone Grant”). Our Compensation Committee determined that the Company’s ARR exceeded $300 million as of February 28, 2023, and as a result, the $300M ARR Milestone Grant was awarded to Mr. Barretto on March 29, 2023 and vest over four years, generally subject to Mr. Barretto’s continued employment. More details on the $300M ARR Milestone Grant can be found below under the heading “Barretto Milestone Equity Incentives” and following the 2023 Summary Compensation Table under the heading “Employment Agreements.”
•Compensation Recoupment Policy. In October 2023, the Compensation Committee adopted the Sprout Social, Inc. Incentive Compensation Recoupment Policy (the “Clawback Policy”) pursuant to which all cash incentive and performance-based equity awards are subject to repayment in the event of certain financial statement restatements.
| 21 | ||||
•Stock Ownership Guidelines. To better align with the long-term interests of our stockholders, in February 2024, the Compensation Committee adopted the Sprout Social, Inc. Stock Ownership Guidelines (the "Stock Ownership Guidelines") requring our Chief Executive Officer and non-employee directors to hold a significant amount of Company equity. The applicable guideline of stock ownership is expected to be achieved by the end of the calendar year in which occurs the date that is five years after the later of (i) the effective date of the Stock Ownership Guidelines and (ii) the date the individual first becomes subject to the Stock Ownership Guidelines.
2023 Executive Compensation Policies and Practices
Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with sound governance principles. Our Compensation Committee regularly reviews best practices in executive compensation. The highlights of our compensation policies and practices for 2023 are listed below:
 | |||||
| What We Do | |||||
| ü | Short-Term Incentive Plan 100% Tied to Financial Performance. Payouts to our NEOs under our 2023 Short-Term Incentive Plan are 100% tied to our financial performance. | ||||
| ü | Reasonable Cap on Short-Term Incentive Plan Payouts. Our Compensation Committee caps payouts under our Short-Term incentive Compensation Plan with 2023 payouts capped at 170% of each NEO’s respective target annual bonus opportunity. | ||||
| ü | Annual Say-on-Pay Vote. Our Compensation Committee and board of directors have adopted annual say-on-pay votes to give our stockholders the opportunity to express their views on our NEOs’ compensation program on an annual basis. | ||||
| ü | Maintain an Independent Compensation Committee. Our Compensation Committee consists solely of independent directors who establish our compensation policies and practices. | ||||
| ü | Retain an Independent Compensation Advisor. Our Compensation Committee has engaged its own compensation consultant to provide information, analysis, and other advice on compensation independent of management. This consultant performed no additional consulting or other services for us in 2023. | ||||
| ü | Annual Executive Compensation Review. Our Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and approval of our compensation peer group used for comparative purposes. | ||||
| ü | Compensation At-Risk. Our executive compensation program is designed so that a majority of our NEOs’ compensation is “at risk” and “variable” to align the interests of our NEOs and stockholders. | ||||
| ü | Stock Ownership Guidelines. Effective February 2024, we maintain stock ownership guidelines for our CEO and non-employee directors. | ||||
| ü | Clawback Policy. We maintain a compensation clawback policy that applies to both cash and equity incentive compensation. | ||||
 | |||||
| What We Don’t Do | |||||
| X | No Abbreviated Vesting Schedules. All of our NEO equity compensation consists of RSU awards in which 25% of the units vest approximately one year from the grant date, and in approximately equal installments quarterly thereafter until the award is fully vested approximately four years from the grant date. | ||||
| X | No Golden Parachute Excise Tax Payments. We do not provide any contracts or agreements guaranteeing future excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. | ||||
| X | No Tax Payments. We do not provide our NEOs with tax reimbursement payments also known as “gross-ups.” | ||||
| X | No Broad Perquisites. We do not provide our NEOs with broad perquisites. | ||||
| X | No “Single Trigger” Arrangements for Cash Bonus or Equity Awards Upon Change in Control. We do not provide our NEOs with an acceleration of their Short-Term Incentive Plan cash bonus or equity awards in connection with a change in control unless there is an involuntary termination or resignation for good reason. | ||||
| X | No Guaranteed Short-Term Incentives. We do not provide guaranteed cash bonuses to our NEOs. | ||||
Our Executive Compensation Philosophy
Our executive compensation strategy is designed to attract and retain high-performing individuals, accelerate our growth and increase stockholder value by aligning pay with performance. Over the last five years, our CEO and our board of directors have been in the process of transforming us from a private company into a publicly traded company poised for scale, led by a diverse, experienced, and talented senior management team with a strong
| 22 | ||||
corporate governance structure. To support such a transformation, our executive compensation program and pay policies and practices have been tailored to attract, retain and incentivize talented leaders uniquely suited to help us achieve our goals.
Our compensation philosophy emphasizes a strong correlation between executive pay and our financial performance, and we have structured our executive compensation program accordingly. Our Compensation Committee is responsible for designing and overseeing the compensation program for our executive officers whoand reports to our board of directors on its discussions, decisions and other actions. The primary goals of our executive compensation program are to:
•Align Talent Retention Goals with Sound Compensation Programs. In light of the highly competitive market for talent, our Compensation Committee designs our executive compensation plan and arrangements for our named executive officers to attract and retain highly qualified individuals.
•Align Pay with Performance. Our Compensation Committee designed a bonus program for our named executive officers, the 2023 Short-Term Incentive Plan, under which quarterly cash payouts are directly tied to achieving ambitious yet achievable corporate financial performance goals.
•Align Executive Compensation with Long-Term Stockholder Interests. We deliver a significant portion of our executive compensation in the “Summaryform of long-term equity incentive compensation granted pursuant to our LTI Program to emphasize the importance of achieving our long-term strategic objectives, promote alignment with stockholder interests and encourage our named executive officers to remain with us for the long-term. Our stock ownership guidelines further ensure that the interests of our CEO and non-employee directors are aligned with those of our stockholders.
•Balance Growth with Operating Efficiency. Our executive compensation program is designed to incentivize prudent management of our operating expenses and increase our operating efficiency while driving financial performance for accelerated growth without encouraging excessive risk-taking.
Process for Setting Executive Compensation Table” below. In 2019,
Role of the Compensation Committee
Our Compensation Committee acts on behalf of the board of directors in overseeing our “namedcompensation structure, programs, policies, and practices generally, including the compensation of our executive officers”officers. Our Compensation Committee meets several times each year to review our executive compensation program, assess the Company’s compensation risk profile, approve the compensation peer group, select the Company performance measures used to set the short-term incentive bonus opportunities for the year, and their positions were as follows:review the total compensation structure for our executive officers in order to ensure alignment with our executive compensation philosophy.
In making decisions about the compensation of our named executive officers, the members of our Compensation Committee take a holistic approach that considers a number of factors, including:
•our executive compensation program’s objectives;
•our performance against the financial, operational, and/or strategic objectives established by our Compensation Committee and board of directors;
•each individual named executive officer’s knowledge, skills, experience, qualifications, and tenure;
•the scope of each named executive officer’s role and responsibilities compared to other similarly-situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys;
•the performance of each individual named executive officer, based on a subjective assessment of the named executive officer’s contributions to our overall performance, ability to lead the respective business unit or function, and work as part of a team;
•the highly competitive nature of the technology executive labor market;
•the cost of replacing an executive officer;
•the potential of each individual named executive officer to contribute to our long-term financial, operational, and strategic objectives;
•our CEO’s compensation relative to that of our other named executive officers and the equity among the compensation of our executive officers;
•our revenue and revenue growth rate, market capitalization and overall performance relative to that of our peers;
•the compensation practices of our compensation peer group and the positioning of each named executive officers’ compensation in a ranking of compensation levels based on an analysis of competitive market data; and
•the recommendations of our CEO with respect to the compensation of our other named executive officers.
These factors provide the framework for compensation decision-making and final decisions regarding the years ended December 31, 2019compensation opportunity for each named executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.
Our Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation recommendations. The members of our Compensation Committee consider all of this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each named executive officer, and December 31, 2018.business judgment in making their decision.
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | |||||||||||||
| Justyn Howard, President and Chief Executive Officer | 2019 | 316,000 | 107,000 | 9,358,043 | 21,400 | 5,295 | 9,807,738 | |||||||||||||
| 2018 | 300,000 | 75,000 | — | 37,500 | 14,838 | 427,338 | ||||||||||||||
| Ryan Barretto, Senior Vice President, Global Sales | 2019 | 350,000 | — | — | 270,078 | 4,500 | 624,578 | |||||||||||||
| 2018 | 350,000 | — | 1,391,957 | 152,833 | 4,500 | 1,899,290 | ||||||||||||||
| Joe Del Preto, Chief Financial Officer and Treasurer | 2019 | 306,875 | 40,000 | 749,000 | — | 4,500 | 1,100,475 | |||||||||||||
| 23 | ||||
Our Compensation Committee also considers the potential risks in our business when designing and administering our executive compensation programs, and we believe our balanced approach to performance measurement and pay delivery works to avoid misaligned incentives for individuals to undertake excessive or inappropriate risk.
Role of Say-on-pay Votes
Our Compensation Committee considers the results of our most recent “say-on-pay” vote when setting executive compensation. A substantial majority (96.0%) of the votes cast by the holders of shares of stock that were present or represented by proxy at the 2023 annual meeting and voting affirmatively or negatively on the proposal approved the executive compensation program described in our 2023 proxy statement. For this reason, among others, the Compensation Committee did not implement any significant changes to our executive compensation program. Our board of directors and our Compensation Committee value the opinions of our stockholders, as well as the voting outcome of future say-on-pay proposals. Furthermore, when making compensation decisions for our executive officers, our board of directors and our Compensation Committee remain focused on aligning compensation with performance and retention.
Role of our Chief Executive Officer
Our Compensation Committee works with members of our management team, including our CEO, who provide management perspective on compensation matters and information on corporate and individual performance. Our CEO makes compensation recommendations to our Compensation Committee for each of our executive officers with the exception of himself. Our Compensation Committee places a premium on the CEO’s performance evaluations of the other executive officers due to his direct knowledge of their work, contributions, leadership, and alignment with our corporate values. Our CEO does not participate in decisions involving his own compensation.
Role of Compensation Consultant
Our Compensation Committee has retained the services of Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its independent compensation consultant. The Compensation Committee has assessed, and periodically confirms, the necessary criteria and has determined that the work performed by Compensia does not raise any conflicts of interest or other similar concerns. Compensia reports directly to our Compensation Committee and does not provide any non-compensation related services to the Company. Compensia does not make specific compensation-related recommendations, although it does use competitive market data to provide compensation ranges, taking into consideration the Company’s compensation peer group (and, where appropriate, selected broad-based compensation surveys) and compensation philosophy, for our Compensation Committee to consider. Compensia attends certain Compensation Committee meetings, executive sessions, and preparatory meetings with the committee chair and certain members of our management team, as requested by our Compensation Committee. Compensia also advises our Compensation Committee on public disclosures relating to our executive compensation program and assists the Compensation Committee in assessing risks under our various executive and other compensation programs.
Compensation Peer Group
As part of its annual compensation review, our Compensation Committee evaluates our executive compensation against the competitive market, based on a curated group of peer companies as well as data from selected broad-based compensation surveys. This data provides valuable market insight with respect to current executive compensation policies and practices. Our Compensation Committee, in consultation with Compensia, evaluates how our pay practices and our named executive officers’ target total direct compensation compare to the competitive market.
To develop the 2023 compensation peer group, our Compensation Committee considered companies that are in the technology industry and that are similar to us in terms of revenue and revenue growth, market capitalization and tenure as a public company.
Specifically, in developing our 2023 compensation peer group our Compensation Committee consulted with Compensia and considered companies in the software and services industry and competitive market for talent, including companies that, as of the time of Compensia’s review:
•Were publicly traded software and software services companies headquartered in the U.S.;
•had revenue 0.5x - 2.5x our trailing 12-month revenue;
•had a market capitalization 0.25x - 4.0x our 30-day market capitalization;
•had gone through an initial public offering recently; and
•had high revenue growth.
Based on the consideration of companies that met some or all of these criteria, our Compensation Committee approved the following compensation peer group as a reference for our 2023 compensation decisions:
| Peer Group | ||||||||
Appian, Inc. | ||||||||
| Everbridge, Inc. | Qualtrics International Inc.* | |||||||
| HubSpot, Inc. | SEMrush Holdings, Inc. | |||||||
| BigCommerece Holdings, Inc. | Jamf Holding, Corp. | Smartsheet, Inc. | ||||||
| Bill.com Holdings, Inc. | Jfrog, Inc. | Sprinklr, Inc. | ||||||
| BlackLine, Inc. | nCino, Inc. | Sumo Logic, Inc. | ||||||
| Braze, Inc.* | PagerDuty, Inc. | |||||||
| 24 | ||||
Elements of our Executive Compensation Programs
We compensate our named executive officers primarily through a mix of base salaries, cash bonuses through our 2023 Short-Term Incentive Plan, and long-term equity incentives pursuant to our LTI Program. These elements of compensation are summarized below:
Compensation Element | Characteristics | Process to Determine Compensation | Relationship to Compensation Strategy | ||||||||
| Base Salary | Fixed, retention focused | •competitive market information for comparable positions in our compensation peer group and broad-based compensation surveys; •potential impact of the role and its criticality at our stage of growth; •related experience and the relevance of the role within the organization; •overall ability to influence our financial performance and the strategic impact of the role; and •the ease and difficulty of replacing the incumbent in a highly competitive labor market. | Attract and retain talented executives through competitive pay. | ||||||||
| Short-Term Cash Incentives | At-risk, variable, performance based | Our Compensation Committee determines short-term incentive cash bonuses by evaluating performance against pre-established Company-wide goals. The bonus payouts are variable and paid in cash with our Compensation Committee retaining discretion to increase or decrease the payouts. | Incentivize our executives to achieve revenue growth and short-term profitability goals. | ||||||||
| Long-Term Equity Incentives | At-risk, variable, retention-focused, and stockholder alignment focused | Our Compensation Committee determines long-term equity incentive | |||||||||
| Encourage high performance, align the interests of our executives with | ||||
2023 Target Pay Mix for our Named Executive Officers
Our Compensation Committee believes that the characteristics of each element and form of executive compensation are a key driver in determining the allocation of a named executive officer’s target total direct compensation. While, for all named executive officers, the largest portion of their compensation is long-term equity incentives, the differences in the scope of each named executive officer’s responsibility is the key driver of variations in their compensation mix. The following charts represent the 2023 mix of target total direct compensation for our named executive officers, not including any employee or personal benefits. The equity compensation amounts shown in the charts below represents the grant date fair value of RSU awards, not compensation paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in 2019 in Note 9 to our audited consolidated financial statements included in the Company’s annual report filed on Form 10-K on February 28, 2020.
These charts illustrate that a significant majority of 2023 NEO compensation is variable and at-risk. Variable and at-risk compensation represented 93.7%, 90.3%, and 82.9% respectively, of Mr. Howard’s, Mr. Barretto’s, and all other NEO’s target total direct compensation in 2023.
| 25 | ||||
2023 Base SalariesSalaries
| Named Executive Officer | Fiscal 2022 Base Salary ($) | Fiscal 2023 Base Salary ($) | Percentage Adjustment | ||||||||
| Justyn Howard | 460,000 | 480,000 | 4.35% | ||||||||
| Ryan Barretto | 400,000 | 425,000 | 6.25% | ||||||||
| Joseph Del Preto | 390,000 | 437,500 | 12.18% | ||||||||
| Aaron Rankin | 330,000 | 340,000 | 3.03% | ||||||||
The Compensation Committee’s primary reasoning for these base salary increases was to bring our NEO salary practices closer in line with our 2023 compensation peer group and broad-based compensation surveys and to encourage retention in a highly competitive market.
2023 Short-Term Incentive Compensation Plan
For 2023, our Compensation Committee adopted the cash-based 2023 Short-Term Incentive Plan. To the extent earned, these bonuses are paid quarterly following certification of the performance goal achievement for each quarter. The target annual short-term incentive opportunity for each NEO is calculated by multiplying their respective base salaries by a bonus percentage as well as an annual discretionary cashdescribed in the tables below. The process for designing our 2023 Short-Term Incentive Plan, including setting target bonus amounts, is described above under “Process for Setting Executive Compensation.” Our Compensation Committee retains the discretion to increase or decrease payouts under this plan.
Our Compensation Committee established a quarterly bonus structure to align with the Company’s business model. The Committee also believes this structure provides a sustained performance incentive by setting challenging performance targets for each quarter and avoiding situations where NEOs are less incentivized to drive performance later in the fiscal year.
The quarterly bonus with a target opportunity equal to 25% of his annual base salary. In 2019, Mr. Howard’s bonus was determinedis based on the Company’s achievement of Companytwo performance metrics: revenue and non-GAAP operating income, weighted at 70% and 30%, respectively, of the total target annual short-term incentive opportunity. Our Compensation Committee believes revenue and non-GAAP operating income were the most appropriate performance measures to use in determining cash bonus payouts as they are indicators of ARR Growth (weighted at 40%successful execution of our annual operating plan. In addition, our Compensation Committee believes the respective weighting of these metrics is appropriate as the Company’s strategic plan is heavily focused on driving profitable growth.
The targets and payouts for these metrics are established based on the Company’s performance relative to the guidance it provides to the market for the particular quarter and are set forth in the table below. For example, if the Company’s revenue performance was between the mid-point to the high-end of the award), Revenue (weighted at 40%revenue guidance range the Company provided to the market and the non-GAAP operating income performance was 102% of the award) and EBITDA (weighted at 20%high-end of the award). Based onnon-GAAP operating income guidance range the foregoing, Mr. Howard receivedCompany provided to the market, the revenue payout would be at 80% or 56% of the total bonus
| 26 | ||||
opportunity, and the non-GAAP operating income payout would be 100%, or 30% of the total bonus opportunity, for a performance-based cash bonus in the amounttotal achievement of $21,400 in 2019. In 2019, Mr. Howard also received a discretionary cash86% of each named executive officer’s target short-term incentive award in the amount of $107,000 due to, among other factors, the successful completion of our IPO.opportunity.
| Revenue Target (70% of target annual incentive bonus opportunity) | Non-GAAP Operating Income Target (30% of target annual incentive bonus opportunity) | ||||||||||
| Level of Target Met Relative to Guidance Provided to the Market | Percentage of Revenue Target Bonus Paid | Level of Target Met Relative to Guidance Provided to the Market | Percentage of Non-GAAP Operating Income Bonus Paid | ||||||||
| Below guidance range | No payout | Below guidance range | No payout | ||||||||
| Low-end to mid-point of guidance range | 50% | Low-end to mid-point of guidance range | 50% | ||||||||
Mid-point to high-end of guidance range (100%) | 80% | Mid-point to high-end of guidance range (100%) | 80% | ||||||||
| 100.1% - 100.9% | 100% | Greater than 100% | 100% | ||||||||
| 101% - 101.9% | 110% | ||||||||||
| 102% - 102.9% | 120% | ||||||||||
| 103% - 103.9% | 130% | ||||||||||
| 104% - 104.9% | 140% | ||||||||||
| 105% - 105.9% | 150% | ||||||||||
| 106% - 106.9% | 160% | ||||||||||
| 107% - 107.9% | 170% | ||||||||||
| 108% - 108.9% | 180% | ||||||||||
| 109% - 109.9% | 190% | ||||||||||
| 110% or Greater | 200% | ||||||||||
For purposes of Mr. Howard’s goals described above,the 2023 Short-Term Incentive Plan, we define “ARR Growth” as the change in the value of the contracted recurring revenue components of term subscriptions normalized to a one year period from year over year; “EBITDA” as the net income (loss) before interest, taxes, depreciation and amortization of the Company on a consolidated basis, each as calculated in accordance with GAAP and as stated in our financial statements; and “Revenue” as the GAAP measure used by the Company and as stated in our audited financial statements.statements and “non-GAAP operating income (loss)” as GAAP income (loss) from operations, excluding stock-based compensation expenses, acquisition-related expenses and amortization expenses associated with the acquired intangible assets from the Tagger Media, Inc. acquisition.
| Performance Metric | Amounts are in the thousands of dollars | ||||||||||||||||
High-end of Guidance Provided to the Market (Target) | Actual Company Performance | Level of High-end Guidance Met | Percentage of Performance Metric Bonus Paid | ||||||||||||||
| First Quarter | |||||||||||||||||
| Revenue | $75,100 | $75,212 | 100.1% | 100% | |||||||||||||
| Non-GAAP Operating Income (Loss) | $(500) | $1,723 | 544.6% | 100% | |||||||||||||
| Overall | 100% | ||||||||||||||||
| Second Quarter | |||||||||||||||||
| Revenue | $78,700 | $79,315 | 100.8% | 100% | |||||||||||||
| Non-GAAP Operating Income (Loss) | $(1,500) | $1,925 | 328.3% | 100% | |||||||||||||
| Overall | 100% | ||||||||||||||||
| Third Quarter | |||||||||||||||||
| Revenue | $84,200 | $85,532 | 101.6% | 110% | |||||||||||||
| Non-GAAP Operating Income (Loss) | $(2,700) | $(627) | 176.8% | 100% | |||||||||||||
| Overall | 107% | ||||||||||||||||
| Fourth Quarter | |||||||||||||||||
| Revenue | $90,600 | $93,584 | 103.3% | 130% | |||||||||||||
| Non-GAAP Operating Income (Loss) | $700 | $1,700 | 242.9% | 100% | |||||||||||||
| Overall | 121% | ||||||||||||||||
| 27 | ||||
The aggregate target cash bonus equal to 100% of Mr. Barretto’s base salary. On anopportunity and aggregate basis, Mr. Barretto’s achievement of his monthly run rate and retention goals established bypayout for each NEO for 2023, based on the Company for 2019 resultedperformance as set forth in a payout of approximately 77.2% of the target level of his performance-based cash incentive award.above table, are as follows:
| Name | Aggregate Target Bonus Opportunity (% of Base Salary) | Aggregate Target Bonus ($) | Actual Aggregate Bonus Payment ($) | ||||||||
| Justyn Howard | 100% | 480,000 | 513,600 | ||||||||
| Ryan Barretto | 100% | 425,000 | 454,750 | ||||||||
| Joseph Del Preto | 60% | 262,500 | 280,875 | ||||||||
| Aaron Rankin | 50% | 170,000 | 181,900 | ||||||||
2023 Long-Term Equity Incentives
A significant portion of our IPO.
Annual RSU awards to our executive officers are eligible to receive equity incentivetypically approved in the first quarter of each year. However, there are occasions when awards covering our Class A common stockare granted on other dates, for example with new hire grants and our 2019 Class B Incentive Award Plan,out-of-cycle promotion grants. All required Compensation Committee approvals are obtained in advance of or Class B Plan, pursuant to which Mr. Howard is eligible to receive certain awards covering our Class B common stock pursuant to his employment agreement, as described below. We continue to maintain our Sprout Social, Inc. 2016 Stock Plan, as amended, oron the 2016 Plan as well, although no further grants will be authorized underactual grant date.
In determining the 2016 Plan following the effectivenesssize of the 2019 Plan.
The following vesting terms applied to the consummation of our IPO, depending on the valuation2023 NEO RSU awards (the “Standard RSU Vesting Schedule”):
•one-quarter of the Company in connection with the IPO and the achievement of market capitalization thresholds thereafter, which we refer to as the Howard IPO Award. If the valuation of the Company (calculated based on the closing price of the Company’s Class A common stock on its first trading day) was (i) between $750,000,000 and $999,999,999, the initial grant under the Howard IPO Award would be equal to 0.5% of our outstanding fully diluted common equity; (ii) at least $1,000,000,000 but less than $2,000,000,000, the initial grant under the Howard IPO Award would be equal 0.75% of our fully diluted common equity; and (iii) at least $2,000,000,000, the initial grant under the Howard IPO Award would be equal to 1.0% of our outstanding fully diluted common equity. No initial grant under the Howard IPO Award would be made as a result of our IPO if the valuation of the Company calculated as described above was below $750,000,000. Notwithstanding the foregoing, if during the twenty-four month period immediately following the effectiveness of the IPO, the Company achieves a “market cap threshold” (calculated based on the 30-day average of the product of the closing price per share of the Class A common stock on a trading day and the number of shares outstanding on such trading day using the treasury stock method) of $750,000,000 or greater, Mr. Howard will receive RSU awards under our Class B Plan equal to: (i) 0.5% of our fully diluted common equity upon the Company’s achievement of a market cap threshold of $750,000,000; (ii) 0.25% of our fully diluted common equity upon the Company’s achievement of a market cap threshold of $1,000,000,000; and (iii) 0.25% of our fully diluted common equity upon the Company’s achievement of a market cap threshold of $2,000,000,000, in each case, to the extent the applicable market cap threshold value was not previously achieved in connection with any previous grant made under the Howard IPO Award, and subject to Mr. Howard’s continued service to the Company through each applicable award date. All such RSUs granted pursuant to the Howard IPO Award will be fully vested and the maximum number of Class B common stock issuable upon settlement of such RSUs will not exceed 1.0% of our fully diluted common equity (as described above).
•our board of such RSUsdirectors and Compensation Committee have discretion in setting the vesting in equal monthly installmentscommencement date. However, for administrative convenience, they generally set RSU vesting commencement dates to be on each monthly anniversary thereafter,March 1st, June 1st, September 1st or December 1st; and
•the RSU awards are subject to acceleration upon certain terminations of employment following a Change in Control (as defined in the 2019 Plan), as described below in “Executive Compensation Arrangements.”
Each unit that vests represents a contingent right to receive one share of our Class A common stock understock.
The number of RSUs granted to our NEOs in 2023 is set forth in the table below. For additional information, please review the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards” table found later in this proxy statement.
| Named Executive Officer | Restricted Stock Units (#) | ||||
| Justyn Howard | 113,766 | ||||
| Ryan Barretto | 180,134* | ||||
| Joseph Del Preto | 40,631 | ||||
| Aaron Rankin | 16,253 | ||||
*This number consists of (a) an annual grant of 60,134 RSUs, and (b) 120,000 RSUs granted as result of Mr. Barretto receiving the $300M ARR Milestone Grant in March 2023, as described in more detail directly below. While the achievement of the performance milestone applicable to the $300M ARR Milestone Grant and the grant of the corresponding RSUs occurred in 2023, the Company was required by SEC rules to report the entirety of the accounting grant date fair value associated with the $300M ARR Milestone Grant as 2021 compensation for Mr. Barretto in the Summary Compensation Table.
Barretto Milestone Equity Incentives
In consideration of his responsibility for driving the Company’s financial performance, on October 4, 2021, our Compensation Committee provided Mr. Barretto with a special, performance-based, long-term incentive equity award opportunity consisting of 120,000 RSUs and based on the Company’s Annual Run Rate (defined below) reaching at least $300 million, the $300M ARR Milestone Grant. Mr. Barretto was eligible to receive the $300M ARR Milestone Grant of 120,000 RSUs as soon as reasonably practicable following the first calendar month during which (a) he was continuously employed by the Company for the entirety of such month, and (b) the Company’s Annual Run Rate with respect to such month equaled at least $300 million (the “$300M ARR Target”). “Annual Run Rate” means the product of (A) 12, and (B) the Company’s recurring subscription revenues accrued during any given
| 28 | ||||
calendar month, as measured at the Company’s reasonable discretion in accordance with its past practices and excluding any subscription revenue exclusively attributed to an acquisition made by the Company prior to the achievement of the $300M ARR Target. “Annual Run Rate” and “Annual Rate of Return” are defined the same way. Once awarded pursuant to the 2019 Equity Incentive Plan, which willthe $300M ARR Milestone Grant would vest over four yearsaccording to our Standard RSU Vesting Schedule with a vesting commencement date to be determined.
On March 29, 2023, our Compensation Committee determined that the $300M ARR Target had been achieved as of February 28, 2023, and as a result, the $300M ARR Milestone Grant was awarded to Mr. Barretto on March 29, 2023, pursuant to the 2019 Equity Incentive Plan. 25% of the RSUsgrant vested on the first anniversary of the vesting start date,March 1, 2024, with the remaining 75% of such RSUsportion vesting in 12 equal quarterly installments beginning on each quarterly anniversary thereafter,June 1, 2024, subject to acceleration upon certain terminations of employment following a Change in Control (as defined in the 2019 Plan), as described below in “Executive Compensation Arrangements.”Mr. Barretto’s continued employment.
We currently maintain a 401(k) retirement savings plan for our employees, includingprovide limited perquisites and personal benefits to our named executive officers, who satisfy certain eligibility requirements. as described below. We believe these perquisites and personal benefits are necessary and appropriate to provide a competitive compensation package to our named executive officers.
Our named executive officers are eligible to participate in the 401(k) plan ona broad range of health and welfare benefit programs in the same termsmanner as other full-time employees. The Internal Revenue Code (the “Code”) allows eligibleour non-executive employees, to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to theincluding our 401(k) plan.retirement savings plan, health insurance, vision insurance, dental insurance, mental health counseling, short-and long-term disability insurance plans, basic and voluntary life insurance plans, child and elder care assistance, adoption and surrogacy assistance, financial well-being counseling, identity and cyber-fraud protection services, legal services insurance, commuter (transit and parking) assistance plans and lifestyle spending account. We match 50% of the contributions made by our employees to our 401(k) retirement savings plan up to 6%3%, of their salary with an annual per employeeper-employee contribution match cap of $4,500,$5,500, with such matching contributions subject to four-year annual vesting commencing on the employee’s date of hire.
Severance and Change in Control Benefits
Employment Agreements
In 2023, we were party to employment agreements with our NEOs that provided for specified payments and benefits in the event of certain qualifying terminations of employment, including a qualifying termination of employment in connection with a change in control of the Company (“Post Employment Compensation Provisions”). We believe that providing a vehicle for tax-deferred retirement savings throughhaving in place reasonable and competitive Post-Employment Compensation Provisions is essential to attracting and retaining highly qualified executives. We believe our 401(k) plan adds toPost-Employment Compensation Provisions also align the overall desirabilityinterests of our executive compensation package and further incentivizes our employees, including our named executive officers and our stockholders when considering our long-term future. The primary purpose of these arrangements in the case of a change in control of the Company is to keep our most senior executive officers focused on pursuing all corporate transaction activity in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing named executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. Our equity compensation and cash bonus compensation are “double trigger” arrangements. This means we do not provide our NEOs with an acceleration of their Short-Term Incentive Plan cash bonuses or equity awards unless there is a change in control of the Company, as defined in our 2019 Equity Incentive Plan, and an accompanying qualifying termination. For detailed descriptions of the Post-Employment Compensation Provisions we maintained with our named executive officers during 2023, as well as an estimate of the potential payments and benefits that they would have been eligible to receive if a hypothetical change in control or other trigger event had occurred on December 31, 2023, see “Employment Agreements” and “Potential Payments Upon Termination or Change-in-Control” below.
Severance Plan
On November 1, 2023, our Compensation Committee approved and adopted the Sprout Social, Inc. Severance Plan (the “Severance Plan”), pursuant to which certain of the Company’s executive officers will be eligible to receive certain severance and/or change in control benefits. In February 2024, Mr. Barretto and Mr. Del Preto each entered into participation agreements with the Company that replace the existing Post-Employment Compensation Provisions in their respective employment agreements with the benefits afforded to Tier 2 Covered Executives under the Severance Plan (as summarized below). Mr. Howard is not a participant in the Severance Plan.
Each participant in the Severance Plan is designated as a “Tier 1 Covered Executive,” “Tier 2 Covered Executive” or “Tier 3 Covered Executive.” With respect to each Tier 2 Covered Executive, pursuant to the Severance Plan, if, within the three-month period prior to, or the 12-month period following, a “change in control” (as defined in the Severance Plan), the Company terminates the employment of the applicable executive without “cause” (excluding death or “disability”) or such executive resigns for “good reason” (each, as defined in the Severance Plan) and within no more than 45 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) cash severance in an amount equal to 12 months of the executive’s then-current base salary and 100% of the executive’s target annual bonus for the calendar year in which such termination occurs (less any portion of the annual bonus which has previously been paid for such year), payable, less applicable withholdings and deductions, in the form of continuation payments in regular installments over the 12-month period following the date of such termination, in accordance with the Company’s normal payroll practices, (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive’s eligible dependents for up to 12 months, and (iii) vesting acceleration as to 100% of the then-unvested shares subject to each of such executive’s then outstanding equity awards (and in the case of awards subject to performance-based vesting conditions, such performance-based awards shall vest assuming a target level of performance for each applicable performance objective).
With respect to each Tier 2 Covered Executive, pursuant to the Severance Plan, if, outside of the three-month period prior to, or the 12-month period following, a “change in control,” the Company terminates the employment of the applicable executive without “cause” (excluding death or “disability”) or such executive resigns for “good reason” and within no more than 45 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) cash severance in an amount equal to six months of the executive’s then-current base salary, payable, less applicable withholdings and deductions, in the form of continuation payments in regular installments over the six-month period following the date of such termination, in accordance with the Company’s normal payroll practices and (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive’s eligible dependents for up to six months.
| 29 | ||||
Stock Ownership Guidelines
On February 16, 2024, our compensation policies. We do notboard of directors adopted the Stock Ownership Guidelines. The Stock Ownership Guidelines require our non-employee directors and Chief Executive Officer (each, a “Covered Individual” and collectively, the “Covered Individuals”) to maintain a material personal financial stake in the Company to promote a long-term perspective in managing the enterprise and to align stockholder, executive and director interests. The Stock Ownership Guidelines require the Covered Individuals to maintain the following minimum equity stakes in the Company (the “Minimum Ownership Targets”) commencing five years from the later of the effective date of the Stock Ownership Guidelines and the date such individual becomes covered under the Stock Ownership Guidelines (the "Compliance Period").
| Covered Individuals | |||||
| Role | Minimum Ownership Target | ||||
| Chief Executive Officer | 5x Base Salary | ||||
| Non-Employee Directors | 3x Annual Board Service Cash Retainer | ||||
A Covered Individual’s ownership will be reviewed annually based on the number of such Covered Individual’s Eligible Shares (as defined below) as of the last day of the calendar year to determine if the Covered Individual has met the applicable Minimum Ownership Targets for such year (or, during the Compliance Period, to assess progress towards meeting the Minimum Ownership Targets). If the Minimum Ownership Targets are deemed met for such year, the Covered Individual shall be deemed to comply with the Stock Ownership Guidelines for the entire following year.
If a Covered Individual fails to satisfy a Minimum Ownership Target by the applicable date, the board of directors may take a number of actions as it determines appropriate, including prohibiting the Covered Individual from selling more than 50% of the remaining number of any shares acquired from the Company through the vesting or the exercise of equity awards after a portion of those shares are withheld and sold to pay applicable taxes and exercise prices, until the Minimum Ownership Target is met.
For the purposes of determining ownership levels, the following forms of equity interests in the Company count towards stock ownership pursuant to the Stock Ownership Guidelines and referred to as “Eligible Shares”: (a) shares owned outright by the Covered Individual and by members of their immediate family (as defined in Rule 16a-1(e) under the Exchange Act) (“Family Member”); (b) shares held in trust for the benefit pension plansof the Covered Individual, or for the benefit of a Family Member of such Covered Individual; (c) shares owed by an entity for which the Covered Individual serves as a partner or is otherwise materially affiliated with (as determined in the sole discretion of the board of directors), if such entity beneficially owns 2% or more of the outstanding shares of the Company (as determined in accordance with applicable Securities and Exchange Commission rules and regulations); and (d) vested shares under any deferred compensation plansplan. Vested, unexercised stock options and unvested RSUs are not counted toward guidelines achievement.
Exceptions to the Stock Ownership Guidelines may be made at the discretion of the board of directors if compliance would place a severe hardship on a Covered Individual, or the board of directors otherwise determines that an exception to the Stock Ownership Guidelines is warranted, although it is expected that these instances will be rare. The board of directors will make the final decision as to developing an alternative stock ownership guideline for a Covered Individual that reflects the intention of the Stock Ownership Guidelines and his or her personal circumstances.
Other Compensation Policies and Practices
Clawback Policy
On October 25, 2023, in accordance with Rule 10D-1 promulgated under the Exchange Act and Nasdaq Listing Rule 5608, our Compensation Committee adopted the Clawback Policy. The Clawback Policy applies to all of our officers under Section 16 of the Exchange Act, including all of our NEOs (each, a “Covered Officer”), and provides that:
•If the Company’s financial statements must be restated for any reason, then the board of directors must take action to recoup any compensation or an award of equity compensation that is granted, earned or vested based in whole or in part on the achievement of financial performance (“Incentive Compensation”) erroneously received by a Covered Officer. The amount of Incentive Compensation to be recouped in such circumstances would equal the amount by which the Incentive Compensation actually paid or awarded to a Covered Officer for the relevant period exceeded the lower payment that would have been made (or lesser or no vesting that would have occurred) based on the restated financial results.
•The Board will determine, in its sole discretion and to the extent permitted by applicable law, the timing and method for recouping compensation under the Clawback Policy, which may include, without limitation, clawing back Incentive Compensation received by a Covered Officer or withholding future compensation.
•The Clawback Policy provides for a three-year “look back” period on clawbacks.
Hedging Policy
Our board of directors has adopted an insider trading compliance policy that prohibits our employees, including officers, and the non-employee members of our board of directors from engaging in certain hedging transactions involving our equity securities. The policy provides as follows:
“Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an officer, director or employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the officer, director or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When
| 30 | ||||
that occurs, the officer, director or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, such transactions involving the Company’s equity securities are prohibited by this Policy.”
Tax and Accounting Considerations
Deductibility of Executive Compensation
One of the factors our Compensation Committee considers when determining executive compensation is the anticipated tax treatment to the Company and to the named executive officers.
In addition we pay concierge executive health care fees for Mr. Howard.to analyzing the tax considerations, our Compensation Committee also reviews the accounting considerations of its compensation decisions in determining the size and form of different equity-based awards. This includes reviewing the impact of expense being recognized in connection with equity-based awards.
We believefollow the perquisites described aboveFinancial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our share-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all share-based awards made as payment to our employees and the members of our board of directors, based on the grant date “fair value” of these awards. This calculation is made for accounting purposes and the calculations are necessaryreported in the executive compensation tables required under federal securities laws, even though the recipient of the awards may never realize any value from their awards. ASC Topic 718 also requires us to recognize the compensation expense of our share-based awards in the statements of operations over the period that an employee or director is required to render service in exchange for the award.
Compensation and appropriateRisk
Our Compensation Committee strives to provide a competitive compensation packagestrong incentives to our named executive officers for the long-term, while avoiding excessive risk-taking in the short-term. We have used Compensia, an independent third party, to advise our Compensation Committee on matters related to the compensation of the non-employee members of our board of directors and executive officers. Our Compensation Committee believes that the design of our compensation programs and the level of oversight is sufficient to mitigate potential risks associated with our current policies and practices. In its review of the Company’s compensation program, policies and practices in 2023, our Compensation Committee concluded that our compensation plans are not reasonably likely to have a material adverse effect on the Company.
As of April 1, 2024, the Company has not provide tax gross-upsmade any significant changes to its NEO compensation programs. In March 2024, the Compensation Committee took the following actions with respect to our employees, including ourcurrent named executive officers. Mr. Rankin is not reflected below given that he ceased serving as an executive officer in 2023.
2024 Base Salaries
In light of our continued efforts to align NEO salaries more closely with our compensation peer group and broad-based compensation surveys, the Compensation Committee approved the salary increases set forth in the table below.
| Named Executive Officer | Fiscal 2023 Base Salary ($) | Fiscal 2024 Base Salary ($) | Percentage Adjustment | ||||||||
| Justyn Howard | 480,000 | 500,000 | 4.17% | ||||||||
| Ryan Barretto | 425,000 | 480,000 | 12.94% | ||||||||
| Joseph Del Preto | 437,500 | 445,000 | 1.71% | ||||||||
2024 Long-Term Equity Awards at Fiscal Year-EndIncentives
Consistent with our 2023 long-term equity incentive compensation practices for NEOs and to further encourage high performance, align the interests of our executives with those of our stockholders, and retain our executives for significant periods of time, the Compensation Committee approved RSU grants for our NEOs with our Standard Vesting Schedule. The following table summarizes the number of sharesRSUs granted to our NEOs on March 28, 2024, is set forth in the table below.
| Named Executive Officer | Restricted Stock Units (#) | ||||
| Justyn Howard | 118,724 | ||||
| Ryan Barretto | 69,538 | ||||
| Joseph Del Preto | 55,122 | ||||
| 31 | ||||
Compensation Committee Report
Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, our Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Members of the Compensation Committee:
Raina Moskowitz (Chair)
Steven Collins
Thomas Stanley
| 32 | ||||
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
2023 Summary Compensation Table
Our Summary Compensation Table below shows the total compensation paid to or earned by each of our NEOs with respect to 2023, 2022 and 2021.
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | ||||||||||||||||
| Justyn Howard, Chairman of the Board of Directors and Chief Executive Officer | 2023 | 480,000 | — | 6,608,667 | 513,600 | — | 7,602,267 | ||||||||||||||||
| 2022 | 460,000 | — | 5,189,000 | 432,400 | — | 6,081,400 | |||||||||||||||||
| 2021 | 428,000 | — | 4,499,953 | 505,040 | 181,422 | 5,614,415 | |||||||||||||||||
| Ryan Barretto, President | 2023 | 425,000 | — | 3,493,184 | 454,751 | 6,250 | 4,379,185 | ||||||||||||||||
| 2022 | 400,000 | — | 3,162,000 | 376,000 | 4,500 | 3,942,500 | |||||||||||||||||
| 2021 | 375,000 | — | 17,978,400 | 442,501 | 4,500 | 18,800,401 | |||||||||||||||||
| Joe Del Preto, Chief Financial Officer and Treasurer | 2023 | 437,500 | — | 2,360,255 | 280,875 | 5,787 | 3,084,417 | ||||||||||||||||
| 2022 | 390,000 | — | 1,847,609 | 219,960 | 4,500 | 2,462,069 | |||||||||||||||||
| 2021 | 355,000 | — | 1,124,950 | 251,341 | 4,500 | 1,735,791 | |||||||||||||||||
| Aaron Rankin, Director and Former Chief | 2023 | 340,000 | — | 944,137 | 181,900 | 6,250 | 1,472,287 | ||||||||||||||||
Technology Officer(5) | 2022 | 330,000 | — | 864,860 | 155,101 | 4,500 | 1,354,461 | ||||||||||||||||
| 2021 | 310,000 | — | 749,992 | 182,901 | 4,500 | 1,247,393 | |||||||||||||||||
(1)Amounts reflect actual base salary paid to our NEOs each for work performed that year.
(2)This column does not represent amounts paid to or realized by our NEOs. This column reflects the accounting cost for these awards. These amounts are the full grant date fair value of RSU awards computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs in this column are set forth in Note 10 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
(3)Amounts reported in this column for 2023 represent the amounts earned under our 2023 Short-Term Incentive Plan, as described above in the Compensation Discussion and Analysis under the heading “Elements of our Executive Compensation Programs—2023 Short-Term Incentive Compensation Plan.”
(4)Amounts for Mr. Barretto, Mr. Del Preto, and Mr. Rankin reflect (a) matching contributions by the Company to each NEO’s 401(k) plan awards for each named executive officeraccount, and (b) a Lifestyle Spending Account (LSA) benefit available to eligible employees. In 2023, the LSA benefit was an employer-funded account allowing eligible employees to spend funds on a wide variety of eligible expenses that support an employee's well-being.
(5)On December 14, 2023, Mr. Rankin resigned as Chief Technology Officer effective as of December 31, 2019.20, 2023. Following his resignation, Mr. Rankin remains at the Company as Co-Founder in a non-executive officer role focused on supporting the executive team and the strategic direction of the Company, and he will continue to serve on the Company’s board of directors.
| STOCK AWARDS | ||||||||
| NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | |||||
| Justyn Howard | — | — | — | |||||
| Ryan Barretto | — | — | — | |||||
| Joe Del Preto | 7/24/17(1) | 95,000 | 1,524,750 | |||||
10/29/2019(2) | 50,000 | 802,500 | ||||||
Justyn Howard
Employment Agreement, non-extension of the term by the Company constitutes a severance-eligible termination of employment.
The Howard Employment Agreement provides that Mr. Howard iswas initially entitled to a base salary of $428,000 per year, as well as an annual performance-based bonus with respect to fiscal 2019, with a target bonus equal to 25% of Mr. Howard’s base salary, as well as an annual discretionary bonus, with a target bonus equal to 25% of Mr. Howard’s base salary. With respect to fiscal 2020, Mr. Howard will be eligible to earn an annual performance-based bonus with a target opportunity of 75% of his base salary. TheEffective February 17, 2021, Mr. Howard Employment Agreement also providesbecame eligible to earn a performance-based bonus with a target opportunity of 100% of his base salary in the aggregate for the payment of a bonus upon a change of control of the Company ranging from 0% to 1.0% of the net proceeds received by the Company’s stockholders in such change in control, depending on the gross proceeds paid or payable by the acquirer of the Company in connection with such change in control, reduced by Company debt and transaction costs (but excluding this bonus). Our IPO did not constitute a change in control for purposes of the Howard Employment Agreement. However, the Howard Employment Agreement provides that the bonus payable in connection with any change in control following a qualified public offering (as defined therein), including our IPO, will be reduced on a dollar-for-dollar basis by the value of the Howard IPO Award (as defined above) granted to Mr. Howard.
Ryan Barretto
On November 29, 2019, we entered into an amended and restated employment agreement with Mr. Barretto (the(as subsequently amended, the “Barretto Employment Agreement”), providing for his position as Senior Vice President, Global Sales of the Company. The Barretto Employment Agreement provides for an initial two-year term and automatically renews for successive one-year periods absent 45 days’ prior notice of non-renewal from either party. Under the Barretto Employment Agreement, a non-extension of the term by the Company constitutes a severance-eligible termination of employment.
The Barretto Employment Agreement provides that Mr. Barretto iswas initially entitled to a base salary of $350,000 per year, as well as a performance-based bonus targeted at 100% of his base salary. Effective March 28, 2024, Mr. Barretto’s base salary is $480,000.
| 33 | ||||
“Potential Payments Upon Termination or Change in Control.” In connection with his promotion to President, our Compensation Committee also provided Mr. Barretto will be entitledwith a special, performance-based, long-term incentive equity award opportunity consisting of 120,000 RSUs, subject to receive the sumCompany’s satisfaction of 12 months of base salary anda $200M ARR target bonus for(the “$200M ARR Milestone Grant”). The performance milestone applicable to the year in which the date of termination occurs, payable in installments over the 12-month period following termination, full accelerated vesting for all outstanding equity awards held by the executive$200M ARR Milestone Grant was achieved as of immediately prior to termination,September 30, 2021, and Mr. Barretto was awarded the RSUs on October 4, 2021. 25% of the grant vested on September 1, 2022, with the remaining portion vesting in 12 equal quarterly installments beginning on December 1, 2022, in each case, generally subject to his timely election under COBRA,Mr. Barretto’s continued health benefits atemployment.
On October 4, 2021, our Compensation Committee determined to further amend Mr. Barretto’s employment agreement by providing him with another special, performance-based, long-term incentive equity award opportunity, the $300M ARR Milestone Grant (described in the Compensation Discussion and Analysis above), which was to be awarded subject to the Company’s expense,Annual Run Rate reaching the $300M ARR Target. While the performance milestone applicable to the $300M ARR Milestone Grant was satisfied as of February 28, 2023 and the grant of the corresponding RSUs was awarded to Mr. Barretto on March 29, 2023, the Company was required to report the entirety of the accounting grant date fair value associated with the $300M ARR Milestone Grant as 2021 compensation for upMr. Barretto in the Summary Compensation Table. 25% of the grant vested on March 1, 2024, with the remaining portion vesting in 12 equal installments beginning on June 1, 2024, in each case, generally subject to 12 months following termination.
Mr. Barretto’s receiptcontinued employment.
For a more detailed description of suchthe $300M ARR Milestone Grant and its Annual Run Rate performance milestones, see the Compensation Discussion and Analysis above under the heading “Elements of our Executive Compensation Programs— Barretto Milestone Equity Incentives.”
On February, 26, 2024, Mr. Barretto entered into a participation agreement under the Sprout Social, Inc. Severance Plan (the “Severance Plan”), that replaced the severance and change in control benefits or payments is subject to his execution and non-revocation of a release of claims and his continued compliance within the restrictive covenants, which include 12-month post-termination non-competition and non-solicitation of customers and employees covenants.
Joe Del Preto
Aaron Rankin
On January 1, 2016, we entered into an amended and restated employment agreement with Mr. Rankin, which was subsequently amended on February 20, 2020 (the “Rankin Employment Agreement”), providing for his position as Chief Technology Officer of the Company. The Rankin Employment Agreement provides for an initial two-year term and automatically renews for successive one-year periods absent 45 days’ prior notice of non-renewal from either party. Under the Rankin Employment Agreement, a non-extension of the term by the Company constitutes a severance-eligible termination of employment. The Rankin Employment Agreement provides that Mr. Rankin was initially entitled to a base salary of $300,000, as well as a performance-based bonus targeted at 30% of his base salary. Effective February 17, 2021, Mr. Rankin became eligible to earn a performance-based bonus with a target opportunity of 50% of his base salary in the aggregate for the year. On December 14, 2023, Mr. Rankin resigned as Chief Technology Officer effective as of December 20, 2023. Following his resignation, Mr. Rankin remains at the Company as Co-Founder focused on supporting the executive team and the strategic direction of the Company and will continue to serve on the Company’s board of directors.
| 34 | ||||
2023 Grants of Plan-Based Awards Table
Our 2023 Grants of Plan-Based Awards Table below shows information relating to all plan-based awards granted to our NEOs during 2023 pursuant to our 2023 Short-Term Incentive Plan and our 2019 Equity Incentive Plan.
| Name | Type of Award | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | ||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||
| Justyn Howard | Short-Term Incentive Plan Bonus | N/A | 240,000 | 480,000 | 816,000 | — | — | — | — | — | ||||||||||||||||||||||
RSUs(3) | 3/29/2023 | — | — | — | — | — | — | 113,766 | 6,608,667 | |||||||||||||||||||||||
| Ryan Barretto | Short-Term Incentive Plan Bonus | N/A | 212,500 | 425,000 | 722,500 | — | — | — | — | — | ||||||||||||||||||||||
RSUs(3) | 3/29/2023 | — | — | — | — | — | — | 60,134 | 3,493,184 | |||||||||||||||||||||||
| Joe Del Preto | Short-Term Incentive Plan Bonus | N/A | 131,250 | 262,500 | 446,250 | — | — | — | — | — | ||||||||||||||||||||||
RSUs(3) | 3/29/2023 | — | — | — | — | — | — | 40,631 | 2,360,255 | |||||||||||||||||||||||
| Aaron Rankin | Short-Term Incentive Plan Bonus | N/A | 85,000 | 170,000 | 289,000 | — | — | — | — | — | ||||||||||||||||||||||
RSUs(3) | 3/29/2023 | — | — | — | — | — | — | 16,253 | 944,137 | |||||||||||||||||||||||
(1)The amounts reported in this column reflect the threshold, target, and maximum non-equity plan compensation amounts for performance for the fiscal year ended December 31, 2023, as described above in the Compensation Discussion and Analysis under the heading “Elements of our Executive Compensation Programs—2023 Short-Term Incentive Compensation Plan.” These amounts are not the same as the amounts received by our NEOs. Target bonuses were set as a percentage of each named executive officer’s base salary earned for the fiscal year ended December 31, 2023, and were 100% for Mr. Howard, 100% for Mr. Barretto, 60% for Mr. Del Preto, and 50% for Mr. Rankin.
(2)The amounts reported in this column do not represent amounts paid to or realized by our NEOs. This column reflects the accounting cost for these awards. These amounts are the full grant date fair value of RSU awards computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards in this column are set forth in Note 10 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
(3)The RSU awards vest over four years with 25% of the RSUs vesting on March 1, 2024 and the remaining 75% vesting in 12 equal quarterly installments beginning on June 1, 2024.
2023 Short-Term Incentive Plan
A summary description of the Company’s 2023 Short-Term Incentive Plan is included in the Compensation Discussion and Analysis above under the heading “Elements of our Executive Compensation Programs—2023 Short-Term Incentive Compensation Plan.”
2023 Long-Term Equity Incentives
Vesting terms for RSU awards are described in the Compensation Discussion and Analysis above under the heading “Elements of our Executive Compensation Programs—2023 Long-Term Equity Incentives.” For a description of the effect of a termination of employment on the vesting of RSUs, please see “Potential Payments Upon Termination or Change in Control” below.
| 35 | ||||
Outstanding Equity Awards of December 31, 2023
The following table sets forth information regarding all unvested RSUs held by each of our named executive officers as of December 31, 2023.
The vesting schedule applicable to each outstanding award is described in the footnotes to the table below. For information regarding the vesting acceleration provisions applicable to our named executive officers’ equity awards, see “Potential Payments Upon Termination or Change-in-Control” below.
| Stock Awards | ||||||||||||||||||||
| Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(1) | |||||||||||||||
| Justyn Howard | 2/19/2020 | (2) | 8,264 | 507,740 | — | — | ||||||||||||||
| 2/17/2021 | (3) | 18,459 | 1,134,121 | — | — | |||||||||||||||
| 2/18/2022 | (4) | 55,385 | 3,402,854 | |||||||||||||||||
| 3/29/2023 | (5) | 113,766 | 6,989,783 | |||||||||||||||||
| Ryan Barretto | 7/21/2020 | (6) | 11,250 | 691,200 | — | — | ||||||||||||||
| 12/29/2020 | (7) | 30,000 | 1,843,200 | — | — | |||||||||||||||
| 12/29/2020 | (8) | 52,500 | 3,225,600 | — | — | |||||||||||||||
| 2/17/2021 | (3) | 18,750 | 1,152,000 | — | — | |||||||||||||||
| 10/04/2021 | (9) | 120,000 | 7,372,800 | — | — | |||||||||||||||
| 2/18/2022 | (4) | 33,750 | 2,073,600 | — | — | |||||||||||||||
| 3/29/2023 | (5) | 60,134 | 3,694,633 | |||||||||||||||||
| Joe Del Preto | 2/19/2020 | (2) | 2,066 | 126,935 | — | — | ||||||||||||||
| 2/17/2021 | (3) | 4,615 | 283,546 | — | — | |||||||||||||||
| 2/18/2022 | (4) | 19,721 | 1,211,658 | — | — | |||||||||||||||
| 3/29/2023 | (5) | 40,631 | 2,496,369 | — | — | |||||||||||||||
| Aaron Rankin | 2/19/2020 | (2) | 1,377 | 84,603 | — | — | ||||||||||||||
| 2/17/2021 | (3) | 3,077 | 189,051 | — | — | |||||||||||||||
| 2/18/2022 | (4) | 9,231 | 567,153 | — | — | |||||||||||||||
| 3/29/2023 | (5) | 16,253 | 998,584 | |||||||||||||||||
(1)The amounts reported are based upon the closing sale price of our Class A common stock on December 29, 2023 (the last trading day of the year) of $61.44 per share.
(2)The RSUs vest over four years with 25% of the RSUs having vested on March 1, 2021 and the remaining 75% vesting in 12 equal quarterly installments beginning on June 1, 2021. The December 1, 2021 quarterly vesting of Mr. Howard’s February, 19, 2020 RSU grant was delayed until March 1, 2022.
(3)The RSUs vest over four years with 25% of the RSUs having vested on March 1, 2022 and the remaining 75% vesting in 12 quarterly installments beginning on June 1, 2022.
(4)The RSUs vest over four years with 25% of the RSUs having vested on March 1, 2023 and the remaining 75% vesting in 12 quarterly installments beginning on June 1, 2023.
(5)The RSUs vest over four years with 25% of the RSUs vesting on March 1, 2024 and the remaining 75% vesting in 12 quarterly installments beginning on June 1, 2024.
(6)The RSUs vest over four years with 25% of the RSUs having vested on June 1, 2021 and the remaining 75% vesting in 12 equal quarterly installments beginning on September 1, 2021.
(7)The RSUs vest over four years with 25% of the RSUs having vested on December 1, 2021 and the remaining 75% vesting in 12 equal quarterly installments beginning on March 1, 2022.
(8)The RSUs vest over four years with 25% of the RSUs having vested on September 1, 2022 and the remaining 75% vesting in 12 equal quarterly installments beginning on December 1, 2022.
(9)These RSUs were previously subject to achievement of the $300M ARR Target and the award of the $300M ARR Milestone Grant. Our Compensation Committee determined that the $300M ARR Target was achieved as of February 28, 2023, and as a result, the corresponding RSUs were awarded to Mr. Barretto on March 29, 2023. The RSUs vest over four years with 25% of the RSUs vesting on March 1, 2024 and the remaining 75% vesting in 12 equal quarterly installments beginning on June 1, 2024.The terms of this award, including the definition of $300M ARR Target, are further described above under the heading “2023 Summary Compensation Table—Employment Agreements—Ryan Barretto” and in the Compensation Discussion and Analysis under the heading “Elements of our Executive Compensation Programs— Barretto Milestone Equity Incentives.”
| 36 | ||||
Stock Option Exercises and Stock Vested Table
The following table presents, for each of our named executive officers, the number of shares of our Class A common stock acquired upon the vesting of RSUs during 2023, and the aggregate value realized upon the vesting of such RSU awards. None of our executive officers held stock options in 2023.
| Name | Stock Option Awards | Stock Awards | ||||||||||||
| Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | |||||||||||
| Justyn Howard | — | — | 90,902 | 5,046,774 | ||||||||||
| Ryan Barretto | — | — | 123,750 | 6,777,056 | ||||||||||
| Joe Del Preto | — | — | 37,710 | 2,066,043 | ||||||||||
| Aaron Rankin | — | — | 15,151 | 841,195 | ||||||||||
(1)The aggregate value realized on vesting is determined by multiplying the number of RSUs that vested on each RSU vesting date in 2023 by the closing price of our Class A common stock on each of those vesting dates.
CEO Pay Ratio
In the following table, we have disclosed, for 2023, our last completed fiscal year, the median of the annual total compensation of all our employees (except our CEO), the annual total compensation of Mr. Howard, our CEO, and the ratio between the two.
| 2023 CEO Annual Total Compensation | $7,602,267 | ||||
| 2023 Median Employee Annual Total Compensation | $170,842 | ||||
| Ratio of CEO to Median Employee Annual Total Compensation | 44:1 | ||||
Consistent with applicable SEC rules, we used reasonable estimates both in the methodology used to identify the median employee and in calculating the annual total compensation for employees other than our CEO.
As of December 31, 2023, our global workforce consisted of approximately 1,383 individuals working at our parent company and consolidated subsidiaries, which included all employees (whether full-time, part-time, seasonal, or temporary). This figure does not include any independent contractors or leased employees. To identify the median employee, we gathered compensation data for our entire employee population as of December 31, 2023, excluding Mr. Howard, for a trailing 12-month period. We used a consistently applied compensation measure consisting of annual base salary as of December 31, 2023, potential annual cash incentive compensation at target (bonuses and/or commission) for 2023, and the grant date fair value of equity awards granted during the fiscal year ended December 31, 2023. Amounts calculated or payments made in currency other than U.S. dollars were converted to U.S. dollars using the exchange rate on December 31, 2023. We did not make any cost-of-living adjustments. Based on this methodology, we determined that the median employee is a full-time, salaried employee based in the United States.
With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of the applicable SEC rules, resulting in annual total compensation of $170,842. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “2023 Summary Compensation Table” included in this proxy statement.
This information is being provided for compliance purposes and is a reasonable estimate calculated in good faith and in a manner consistent with SEC rules, based on our payroll records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO pay ratio measure in making compensation decisions.
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our named executive officers and certain performance measures of the Company. For further information concerning the Company’s variable “pay-for-performance” philosophy and how the Compensation Committee aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis.”
| 37 | ||||
| 2023 Pay Versus Performance Table | ||||||||||||||||||||||||||
| Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid to PEO2 | Average Summary Compensation Table Total for Non-PEO NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On: | Net Income (thousands)7 | Revenue (thousands)8 | |||||||||||||||||||
Total Shareholder Return5 | Peer Group Total Shareholder Return6 | |||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||
| 2023 | $7,602,267 | $8,306,728 | $2,978,630 | $3,522,098 | $383 | $149 | $(66,427) | $333,643 | ||||||||||||||||||
| 2022 | $6,081,400 | $1,948,074 | $2,190,269 | $(2,246,263) | $352 | $108 | $(50,240) | $253,828 | ||||||||||||||||||
| 2021 | $5,614,415 | $11,944,309 | $5,684,980 | $10,988,143 | $565 | $164 | $(28,702) | $187,859 | ||||||||||||||||||
| 2020 | $3,480,772 | $12,171,832 | $7,905,306 | $10,524,451 | $283 | $152 | $(31,655) | $132,949 | ||||||||||||||||||
(1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Howard (our CEO) for each applicable year in the “Total” column of the 2023 Summary Compensation Table. Refer to the section “Executive Compensation – Executive Compensation Tables – 2023 Summary Compensation Table.”
(2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Howard, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Howard during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Howard’s total compensation for 2023 to determine the compensation actually paid:
| Year | Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | ||||||||||
| 2023 | $7,602,267 | $6,608,667 | $7,313,128 | $8,306,728 | ||||||||||
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for 2023 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2023 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2023 (from the end of 2022) in fair value of any awards granted in any prior year that are outstanding and unvested as of the end of 2023; (iii) for awards that were granted and vested in 2023, the fair value as of the vesting date; (iv) for awards granted in any prior year that vested in 2023, the amount equal to the change as of the vesting date (from the end of 2022) in fair value; (v) for awards granted in any prior year that failed to meet the applicable vesting conditions during 2023, a deduction for the amount equal to the fair value at the end of 2022; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year End Fair Value of Equity Awards | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in any Prior Year | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year | Change in Fair Value on the Vesting Date of Equity Awards Granted in any Prior Year that Vested in the Year(i) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | ||||||||||||||||
| 2023 | $6,989,783 | $408,898 | $— | $(85,553) | $— | $— | $7,313,128 | ||||||||||||||||
(3) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for the Company’s NEOs as a group (excluding Mr. Howard, who has served as our CEO since 2010) in each applicable year in the “Total” column of the Summary Compensation Table. The names of each of the NEOs (excluding Mr. Howard) included for purposes of calculating the average amounts of total compensation in each applicable year are as follows: (i) for 2023, Ryan Barretto, Joseph Del Preto, and Aaron Rankin; (ii) for 2022 and 2021, Ryan Barretto, Joseph Del Preto, Jamie Gilpin and Aaron Rankin and (iii) for 2020, Ryan Barretto and Joseph Del Preto.
(4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Howard), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Howard) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Howard) for 2023 to determine the compensation actually paid, using the same methodology described above in Notes 2(a) and (b):
| 38 | ||||
| Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | ||||||||||
| 2023 | $2,978,630 | $2,265,859 | $2,809,327 | $3,522,098 | ||||||||||
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | Average Year End Fair Value of Equity Awards | Average Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in any Prior Year | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in any Prior Year that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | ||||||||||||||||
| 2023 | $2,396,529 | $508,519 | $— | $(95,721) | $— | $— | $2,809,327 | ||||||||||||||||
(5) Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the price of a share of the Company’s Class A common stock at the end and the beginning of the measurement period by the price of a share of the Company’s Class A common stock at the beginning of the measurement period.
(6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Software and Services Select Index.
(7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8) “Revenue” is defined as the Company’s total revenue for the applicable fiscal year, determined in accordance with generally accepted accounting principles and the Company’s audited financial statements. We generate revenue from subscriptions to our social media management platform under a software-as-a-service model. Our subscriptions can range from monthly to one-year or multi-year arrangements and are generally non-cancellable during the contractual subscription term. Subscription revenue is recognized ratably over the contract terms beginning on the date our product is made available to customers, which typically begins on the commencement date of each contract. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.
Performance Measures
As described in more detail in our “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable “pay-for-performance” and stockholder alignment philosophy. The metrics that the Company uses for our short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important performance measures used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
•Revenue
•Non-GAAP operating income
•ARR
We classify revenue and non-GAAP operating income as financial performance measures, and ARR as a key business metric.
Analysis of the Information Presented in the Pay versus Performance Table
As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive short-term incentive compensation program reflects a variable “pay-for-performance” philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those performance measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR
As demonstrated by the following graph, in 2020 the amount of compensation actually paid to Mr. Howard is not aligned with the Company’s cumulative TSR, which is largely due to Mr. Howard’s Market Capitalization Awards in connection with the company’s IPO. In 2021, 2022 and 2023 the amount of compensation actually paid to Mr. Howard and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr.
| 39 | ||||
Howard) was generally aligned with the Company’s cumulative TSR. This alignment was due to a significant portion of the 2021, 2022 and 2023 compensation actually paid to Mr. Howard and to the other NEOs being comprised of equity awards, as described in more detail in the section “Compensation Discussion and Analysis.”
Compensation Actually Paid and Net Income
As demonstrated by the following graph, the amount of compensation actually paid to Mr. Howard and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Howard) is generally aligned with the Company’s net income in 2020, 2021, and 2022, and not aligned in 2023. In 2023, compensation actually paid to Mr. Howard and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Howard) increased and the Company’s net income decreased. While the Company does not use net income as a performance measure in the overall executive compensation program, it does use non-GAAP operating income when setting goals in the NEOs’ short-term incentive compensation program, as described in more detail in the “Compensation Discussion and Analysis.”
| 40 | ||||
Compensation Actually Paid and Revenue
As demonstrated by the following graph, the amount of compensation actually paid to Mr. Howard and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Howard) is generally not aligned with the Company’s total revenue in 2020, 2021, and 2022. During those periods, total revenue significantly increased while compensation actually paid either decreased or remained generally flat. In 2023, total revenue and compensation actually paid were aligned, with both increasing significantly as compared to 2022. As described above, “Revenue” is the Company’s total revenue for the applicable fiscal year, determined in accordance with generally accepted accounting principles and the Company’s financial statements. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes total revenue when setting goals in the NEOs’ short-term incentive compensation program, as described in more detail in the “Compensation Discussion and Analysis.”
| 41 | ||||
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
As demonstrated by the following graph, the Company’s cumulative TSR over the four-year period presented in the table was 283%, while the cumulative TSR of the peer group presented for this purpose, the S&P Software and Services Select Index, was 49% over the four year period presented in the table. The Company’s cumulative TSR consistently outperformed the S&P Software and Services Select Index during the four years presented in the table, representing the Company’s superior financial performance as compared to the companies comprising the S&P Software and Services Select Index. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to the section “Compensation Discussion and Analysis.”
| 42 | ||||
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
| 43 | ||||
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL
The following table provides information regarding the estimated payments and benefits that would be provided in the event of a “Qualifying Termination,” which includes: (i) a termination by us of an NEO’s employment without “cause,” (ii) a resignation by the NEO from their employment for “good reason” (each, as defined in their respective employment agreements), or (iii) our election not to renew the term of the NEO’s employment agreement. The following table also provides information regarding the estimated payments and benefits that would be provided upon a Qualifying Termination that occurred following a “change in control” (as defined in the 2019 Equity Incentive Plan). These estimated payments and benefits are contingent upon the consummation of the change in control of the Company. The circumstances and details regarding Qualifying Terminations are described in greater detail following the table below. Payments and benefits are estimated assuming that the triggering event took place on December 31, 2023, and the price per share of our Class A common stock is the closing price on Nasdaq as of the last trading day of the year, December 29, 2023 ($61.44). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event were to occur on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. The NEOs are not entitled to any benefits upon a termination for cause, a termination by death or disability, or a resignation without good reason, all of which are defined in each NEO’s employment agreement.
| Named Executive Officer | Involuntary Termination Without Cause or Resignation for Good Reason Not in Change in Control Period(1) ($) | Involuntary Termination Without Cause or Resignation for Good Reason Within Change in Control Period(1) ($) | ||||||||||||
| Justyn Howard | ||||||||||||||
Severance Payment(2) | 480,000 | (3) | 1,200,000 | (4) | ||||||||||
Value of Benefits(5) | 32,029 | 48,044 | ||||||||||||
Equity Acceleration(6) | — | 12,034,499 | (7) | |||||||||||
| Total | 512,029 | 13,282,543 | ||||||||||||
| Ryan Barretto | ||||||||||||||
Severance Payment(2) | 212,500 | (8) | 850,000 | (9) | ||||||||||
Value of Benefits(5) | 16,015 | 32,029 | ||||||||||||
Equity Acceleration(6) | — | 20,053,033 | (10) | |||||||||||
| Total | 228,515 | 20,935,062 | ||||||||||||
| Joseph Del Preto | ||||||||||||||
Severance Payment(2) | 218,750 | (11) | 700,000 | (12) | ||||||||||
Value of Benefits(5) | 13,848 | 27,697 | ||||||||||||
Equity Acceleration(6) | — | 4,118,508 | (13) | |||||||||||
| Total | 232,598 | 4,846,205 | ||||||||||||
| Aaron Rankin | ||||||||||||||
Severance Payment(2) | 340,000 | (14) | 510,000 | (15) | ||||||||||
Value of Benefits(5) | 16,015 | 32,029 | ||||||||||||
Equity Acceleration(6) | — | 1,839,391 | (16) | |||||||||||
| Total | 356,015 | 2,381,420 | ||||||||||||
(1)This includes the Company electing not to renew an NEO’s employment agreement as described above under “2023 Summary Compensation Table—Employment Agreements.”
(2)The payment of severance is contingent upon the NEO’s timely execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form.
(3)$480,000 represents 12 months of Mr. Howard's annual salary in effect on December 31, 2023. In the event of a Qualifying Termination, as defined in the Howard Employment Agreement, this amount shall be paid in substantially equal installments over the 12 months following the Qualifying Termination.
(4)$1,200,000 represents: (i) 18 months of Mr. Howard's annual salary in effect on December 31, 2023, and (ii) Mr. Howard’s fiscal year 2023 Short-Term Incentive Plan bonus at target, both of which are paid equally over an 18-month period following the Qualifying Termination, as defined in the Howard Employment Agreement.
(5)The amounts in this row reflect the estimated value of future COBRA payments.
(6)The amounts in this row reflect the value of accelerated vesting of RSUs and performance-based equity compensation. The value of accelerated vesting of RSUs was calculated by multiplying the number of shares subject to accelerated vesting under RSU awards by $61.44, which was the closing market price per share of our Class A common stock on December 29, 2023, the last trading day of the year.
(7)$12,034,499 represents the accelerated vesting of 100% of Mr. Howard's unvested RSUs as of December 31, 2023.
(8)$212,500 represents six months of Mr. Barretto's annual salary in effect on December 31, 2023. In the event of a Qualifying Termination, as defined in the Barretto Employment Agreement, this amount shall be paid in substantially equal installments over the six months following the Qualifying Termination.
(9)$850,000 represents: (i) 12 months of Mr. Barretto's annual salary in effect on December 31, 2023, and (ii) Mr. Barretto’s fiscal year 2023 Short-Term Incentive Plan bonus at target, both of which are paid equally over a 12-month period following the Qualifying Termination, as defined in the Barretto Employment Agreement.
(10)$20,053,033 represents accelerated vesting of 100% of Mr. Barretto's unvested RSUs as of December 31, 2023.
(11)$218,750 represents six months of Mr. Del Preto’s termination byPreto's annual salary in effect on December 31, 2023. In the Company without Cause or by Mr. Del Preto for Good Reason (eachevent of a Qualifying Termination, as defined in the Del Preto Employment Agreement)Agreement, this amount shall be paid in substantially equal installments over the six months following the Qualifying Termination.
(12)$700,000 represents: (i) 12 months of Mr. Del Preto's annual salary in effect on December 31, 2023, and (ii) Mr. Del Preto’s fiscal year 2023 Short-Term Incentive Plan bonus at target, both of which are paid equally over a 12-month period following the Qualifying Termination, as defined in the Del Preto Employment Agreement.
(13)$4,118,508 represents the accelerated vesting of 100% of Mr. Del Preto's unvested RSUs as of December 31, 2023.
| 44 | ||||
(14)$340,000 represents 12 months of Mr. Rankin’s annual salary in effect on December 31, 2023. This amount would be paid in substantially equal installments over the 12-month period following (i) the Company’s termination of Mr. Rankin without cause or upon(ii) the Company’s election not to renew the term of the Del PretoRankin Employment Agreement. In the event that Mr. Rankin resigns from his employment for good reason, as defined in the Rankin Employment Agreement, he would only be entitled to $165,000, which is equal to six months of Mr. Rankin’s annual salary in each case prior toeffect on December 31, 2023. This amount would be paid in substantially equal installments over the six month period following Mr. Rankin’s resignation from his employment for good reason.
(15)$510,000 represents: (i) 12 months of Mr. Rankin's annual salary in effect on December 31, 2023, and (ii) Mr. Rankin’s fiscal year 2023 Short-Term Incentive Plan bonus at target, both of which are paid equally over a change12-month period following the Qualifying Termination, as defined in control,the Rankin Employment Agreement.
(16)$1,839,391 represents the accelerated vesting of 100% of Mr. Del Preto willRankin's unvested RSUs as of December 31, 2023.
Termination without Cause or for Good Reason Without a Change in Control
Upon a Qualifying Termination during the Change in Control Protection Period (as defined below), the NEO would be entitled to receive continued base salaryseverance payments for six months, payable in installments over the six-month period following such termination, and subjectbenefits consisting of (i) cash severance, equal to Mr. Del Preto’s timely election under COBRA, continued health benefits at the Company’s expense for up to six months following termination. In the event of such qualifying termination following a change in control (as defined in the 2019 Plan), Mr. Del Preto will be entitled to receive the sum of 12 months of base salary for Mr. Howard and target bonussix months of base salary for the year in which the date of termination occurs, payable in installments over the 12-month period following termination, full accelerated vesting for all outstanding equity awards held by the executive as of immediately prior to termination,Messrs. Barretto and subject to the executive’s timely election under COBRA,Del Preto; and (ii) continued health benefits at the Company’s expense for up to 12 months, following termination.
for Mr. Howard, or for up to six months, for Messrs. Barretto and Del Preto’sPreto. Upon (i) termination by the Company without cause or (ii) the Company’s election not to renew the term of the Rankin Employment Agreement, in each case without a change in control of the Company, Mr. Rankin would be entitled to receive severance payments and benefits consisting of (i) cash severance equal to 12 months of base salary and (ii) continued health benefits at the Company’s expense for up to six months. Upon a resignation for good reason (as defined in the Rankin Employment Agreement), Mr. Rankin would be entitled to receive severance payments and benefits consisting of (i) cash severance equal to six months of base salary and (ii) continued health benefits at the Company’s expense for up to six months. The receipt of such severance payments and benefits or payments is subject to histhe NEO’s execution and non-revocation of a release of claims in our favor and his continued compliance with the restrictive covenants, which include 12-month post-termination non-competition and non-solicitation of customers and employees covenants.
Termination without Cause or for Good Reason Following a Change in Control
Upon our termination of an NEO’s employment without cause or for a good reason, or the plan administrator may determine.
| Director Compensation | |||||||||
| NAME | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(3)(4) | Total ($) | ||||||
| Peter Barris | 2,452 | (2) | — | 2,452 | |||||
| Steven Collins | 2,969 | 1,174,500 | 1,177,469 | ||||||
| Jason Kreuziger | 2,169 | (2) | — | 2,169 | |||||
| Karen Walker | 3,072 | 1,174,500 | 1,177,572 | ||||||
Severance Plan
On November 1, 2023, our Compensation Committee approved and adopted the board of directors through the applicable vesting date. Each director will also receive an annual restricted stock unit award with a grant date value of $160,000 (with one-time prorated awards madeSeverance Plan, pursuant to directors whose start date was on a date other than an annual meeting, only with respect to the first annual meeting following the grant of such director’s award on his or her start date), which will generally vest in full on the day immediately prior to the date of our annual stockholder meeting immediately following the date of grant, subject to the non‑employee director continuing in service through such meeting date. The vestingcertain of the restricted stock unit awardsCompany’s executive officers will accelerate and vest in full upon abe eligible to receive certain severance and/or change in control (as definedbenefits. In February 2024, Mr. Barretto and Mr. Del Preto each entered into participation agreements with the Company to amend their respective employment agreements to replace the existing severance and change in control benefits with the 2019 Plan)benefits afforded to Tier 2 Covered Executives under the Severance Plan. For a description of the Severance Plan, see the Compensation Discussion and Analysis above under the heading “Severance and Change in Control Benefits – Severance Plan”.
| 45 | ||||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our common stock as of our Record Date, March 30, 202028, 2024 (except as otherwise indicated) reflecting:
•each person known by us to beneficially own more than 5% of our Class A or Class B common stock;
•each of our directors;
•each of our named executive officers; and
•all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.
We have based our calculation of the percentage of beneficial ownership on 40,404,32449,774,937 shares of our Class A common stock and 9,945,9526,762,638 shares of our Class B common stock outstanding as of March 30, 2020.28, 2024. Both of these share totals do not include unsettled shares.shares that have vested, but not yet settled. For the purpose of computing the percentage ownership of the entities and individuals in the chart directly below, we have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 30, 2020 or issuable pursuant to RSUs which are subject to vesting expected to occur within 60 days of March 30, 202028, 2024 to be outstanding and to be beneficially owned by the person holding the stock option or RSU regardless of settlement. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of all listed stockholders is 131 South Dearborn Street, Suite 700, Chicago, Illinois 60603.
The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.
| Name of Beneficial Owner | Number of Shares Beneficially Owned | ||||||||||||||||
| Class A Common Stock | % | Class B Common Stock† | % | Percentage of Total Voting Power | |||||||||||||
| 5% or Greater Stockholders | |||||||||||||||||
The Vanguard Group, Inc.(1) | 5,070,719 | 10.19% | — | — | 4.32% | ||||||||||||
Baillie Gifford & Co(2) | 4,114,040 | 8.27% | — | — | 3.50% | ||||||||||||
Entities affiliated with Blackrock(3) | 4,021,004 | 8.08% | — | — | 3.43% | ||||||||||||
Wellington Group Holdings LLP(4) | 3,555,941 | 7.14% | — | — | 3.03% | ||||||||||||
Clearbridge Investments, LLC(5) | 2,532,339 | 5.09% | — | — | 2.16% | ||||||||||||
| Named Executive Officers and Directors: | |||||||||||||||||
Justyn Howard(6) | 138,589 | * | 2,720,345 | 40.23% | 23.29% | ||||||||||||
Ryan Barretto(7) | 380,712 | * | — | — | * | ||||||||||||
Joe Del Preto(8) | 67,327 | * | — | — | * | ||||||||||||
Peter Barris(9) | 116,119 | * | — | — | * | ||||||||||||
Steve Collins(10) | 86,873 | * | — | — | * | ||||||||||||
Raina Moskowitz(11) | 14,241 | * | — | — | * | ||||||||||||
Aaron Rankin(12) | 14,847 | * | 2,612,605 | 35.45% | 22.27% | ||||||||||||
Thomas Stanley(13) | 9,502 | * | — | — | * | ||||||||||||
Karen Walker(14) | 41,553 | * | — | — | * | ||||||||||||
All current directors and executive officers (9 persons)(15) | 869,763 | 1.75% | 5,332,950 | 78.86% | 46.16% | ||||||||||||
†The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis, such that each holder of Class B common stock beneficially owns an equivalent number of Class A common stock.
*Represents beneficial ownership of less than 1% of outstanding shares of our common stock.
1.Based solely on information contained in a Schedule 13G/A filed on February 13, 2024. Consists of 5,070,719 shares of Class A common stock held by the Vanguard Group, Inc. whose address is Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355.
2.Based solely on information contained in a Schedule 13G filed on January 26, 2024. Consists of 4,114,040 shares of Class A common stock held by Baillie Gifford & Co. whose address is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.
3.Based solely on information contained in a Schedule 13G/A filed on January 25, 2024. Consists of 4,021,004 shares of Class A common stock held by Blackrock, Inc. whose address is 55 East 52nd Street, New York, NY 10055.
| NUMBER OF SHARES BENEFICIALLY OWNED | |||||||||
| NAME OF BENEFICIAL OWNER | CLASS A COMMON STOCK | % | CLASS B COMMON STOCK† | % | PERCENTAGE OF TOTAL VOTING POWER | ||||
| 5% or Greater Stockholders | |||||||||
Entities affiliated with The Goldman Sachs Group, Inc.(1) | 10,378,809 | 25.69% | — | — | 7.42% | ||||
Entities affiliated with NEA(2) | 9,046,080 | 22.39% | — | — | 6.47% | ||||
Entities affiliated with Lightbank(3) | 3,130,213 | 7.75% | — | — | 2.24% | ||||
AU Special Investments II, L.P.(4) | 3,024,562 | 7.49% | — | — | 2.16% | ||||
| Named Executive Officers and Directors: | |||||||||
Justyn Howard(5) | 1,249,531 | 3.09% | 3,934,061 | 39.08% | 28.77% | ||||
Aaron Rankin(6) | — | — | 4,065,678 | 40.88% | 29.07% | ||||
Ryan Barretto(7) | 399,445 | 0.99% | — | — | * | ||||
Joe Del Preto(8) | 111,491 | 0.28% | — | — | * | ||||
Peter Barris(9) | 9,046,080 | 22.39% | — | — | * | ||||
Steve Collins(10) | 25,000 | 0.06% | — | — | * | ||||
Jason Kreuziger(1) | 10,378,809 | 25.69% | — | — | 7.42% | ||||
Karen Walker(11) | 25,000 | 0.06% | — | — | * | ||||
All current directors and executive officers (9 persons)(12) | 21,290,814 | 52.64% | 7,999,739 | 79.96% | 72.40% | ||||
| |||||
4.Based solely on information contained in a Schedule 13G filed on February 8, 2024. Consists of 3,555,941 shares of Class A common stock held by Wellington Group Holdings LLP whose address is 280 Congress Street, Boston, MA 02210.
5.Based solely on information contained in a Schedule 13G filed on February 9, 2024. Consists of 2,532,339 shares of Class A common stock held by ClearBridge Investments, LLC whose address is 620 8th Ave., New York, NY 10018.
6.The Class B common stock reported herein consists of (i) 518,874 shares of Class B common stock directly held by Mr. Howard; (ii) 1,446,471 shares of Class B common stock held by the JRH Revocable Trust, of which Mr. Howard serves as the sole trustee; (iii) 170,000 shares of Class B common stock held by the EEH Revocable Trust, of which Elizabeth Howard, Mr. Howard’s spouse, serves as the sole trustee; (iv) 285,000 shares held by the JRH Gift Trust 2019, of which Elizabeth Howard, Mr. Howard’s spouse, serves as the sole trustee and (v) 300,000 shares of Class B common stock held by the EEH Gift Trust 2019, of which Mr. Howard serves as the sole trustee. The Class A common stock reported herein consists of 138,589 shares of Class A common stock directly held by Mr. Howard. Elizabeth Howard, Mr. Howard’s spouse, may be deemed to have sole voting and dispositive power with respect to the shares held by each of the EEH Revocable Trust and JRH Gift Trust 2019.
7.Consists of (i) 176,937 shares of Class A common stock directly held by Mr. Barretto; (ii) 143,775 shares of Class A common stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee; and (iii) 60,000 shares of Class A common stock held by the Ryan Paul Barretto 2020 Gift Trust of which Mr. Barretto’s spouse serves as the sole trustee.
8.Consists of 67,327 shares of Class A common stock directly held by Mr. Del Preto.
9.Consists of (i) 12,978 shares of Class A common stock directly held by Mr. Barris; (ii) 49,623 shares of Class A common stock held by PJ Barris, LLC, of which Mr. Barris is a member; (iii) 49,623 shares of Class A common stock held by PDB II LLC of which Mr. Barris is the investment advisor; and (iv) 3,895 shares of Class A common stock issuable upon vesting of RSUs which will vest within 60 days of March 28, 2024.
10.Consists of (i) 82,978 shares of Class A common stock directly held by Mr. Collins; and (ii) 3,895 shares of Class A common stock issuable upon vesting of RSUs which will vest within 60 days of March 28, 2024.
11.Consists of (i) 10,346 shares of Class A common stock directly held by Ms. Moskowitz; and (ii) 3,895 shares of Class A common stock issuable upon vesting of RSUs which will vest within 60 days of March 28, 2024.
12.The Class B common stock reported herein consists of (i) 625,712 shares of Class B common stock held by the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee; (ii) 1,250,962 shares of Class B common stock held by the Rankin Family 2013 Trust, of which Yeming Shi Rankin, Mr. Rankin’s spouse, serves as the sole trustee; (iii) 735,931 shares of Class B common stock held by the Rankin Family 2013 Non-Exempt Trust, of which Yeming Shi Rankin, Mr. Rankin’s spouse, serves as the sole trustee. Yeming Shi Rankin, Mr. Rankin’s spouse, may be deemed to have sole voting and dispositive power with respect to the shares held by each of The Rankin Family 2013 Trust and the Rankin Family 2013 Non-Exempt Trust. The Class A common stock reported herein consists of 14,847 shares of Class A common stock directly held by Mr. Rankin.
13.Consists of (i) 5,607 shares of Class A common stock directly held by Mr. Stanley; and (ii) 3,895 shares of Class A common stock issuable upon vesting of RSUs which will vest within 60 days of March 28, 2024
14.Consists of (i) 34,658 shares of Class A common stock directly held by Ms. Walker; (ii) 1,000 shares of Class A Common Stock held by the Michael Alexander Walker 2021 Trust, of which Ms. Walker and her spouse serve as the trustees; (iii) 1,000 shares of Class A Common Stock held by the Alexander Brooke Walker 2021 Trust, of which Ms. Walker and her spouse serve as the trustees; and (iv) 1,000 shares of Class A Common Stock held by the Cameron Richard Walker 2021 Trust, of which Ms. Walker and her spouse serve as the trustees. and (v) 3,895 shares of Class A common stock issuable upon vesting of RSUs which will vest within 60 days of March 28, 2024.
15.The Class A common stock reported herein consists of (i) 850,288 shares of Class A common stock held by our current directors and named executive officers; and (ii) 19,475 shares of Class A common stock issuable upon vesting of RSUs which our executive officers and directors have the right to acquire within 60 days of March 28, 2024. The Class B common stock reported herein consists of 5,332,950 shares of Class B common stock held by our named executive officers.
Equity Compensation Plan Information
The following table sets forth information concerning the Company’s equity compensation plans consisting of the Sprout Social, Inc. 2016 Stock Plan (the “2016 Equity Incentive Plan”), 2019 Equity Incentive Plan, the Sprout Social, Inc. 2019 Class B Incentive Award Plan and 2019 Employee Stock Purchase Plan (“ESPP”) as of December 31, 2023.
| Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2) (Excluding Securities Reflected in Column (a)) | |||||||||||
| Equity compensation plans approved by stockholders | 3,751,717 | (3) | $ | 1.08 | 10,686,375 | |||||||||
| Equity compensation plans not approved by stockholders | — | — | — | |||||||||||
| Total | 3,751,717 | $ | 1.08 | 10,686,375 | ||||||||||
(1)The weighted-average exercise price is calculated based solely on outstanding options and excludes any outstanding RSUs, which have no exercise price.
(2)The amounts in this column includes the securities available for future issuance under our four equity compensation plans mentioned above. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under our 2016 Equity Incentive Plan, 2019 Class B Incentive Award Plan and 2019 Equity Incentive Plan will be added back to the shares of common stock available for issuance under the 2019 Equity Incentive Plan. We no longer make grants under the 2016 Equity Incentive Plan. Our 2019 Equity Incentive Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase on January 1 of each calendar year, beginning on January 1, 2020 by the lesser of (i) 5% of the shares of all of the classes of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Class A common stock as determined by the board of directors of the Company. On January 1, 2024, the number of shares of Class A common stock available under the 2019 Equity Incentive Plan was increased by 2,811,787 shares, which is not reflected in the table above. Our ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1 of each calendar year beginning on January 1, 2021 by that number of shares of Class A common stock equal to the lesser of (A) 1,100,000 shares of Class A common stock, (B) 1% of the shares of all of the Company’s classes of common stock outstanding on the final day of the immediately preceding calendar year and (C) such smaller number of shares of Class A common stock as determined by the board of directors of the Company. On January 1, 2024, the number of shares of Class A common stock available under the ESPP increased by 562,357 shares, which is not reflected in the table above.
(3)This amount includes 27,010 shares of Class A common stock issuable upon the exercise of outstanding options and 3,724,707 shares of Class A common stock issuable upon the vesting of outstanding RSUs.
| |||||
RELATED PERSON TRANSACTIONS
We describe below transactions and series of similar transactions since the beginning of our last fiscal year to which we were a party or will be a party, in which:
•the amounts involved exceeded or will exceed $120,000; and
•any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
Policies and Procedures for Related Person Transactions
In connection with the consummation of our IPO, we adopted a written policy on transactions with related persons. Our audit committee has the primary responsibility for reviewing and approving or disapproving “related person transactions,” which include material transactions, arrangements or relationships in which the Company was, is or will be a participant and in which any related person had, has or will have a direct or indirect material interest. Transactions in excess of $120,000 are presumed to be a “material transaction,” although transactions involving lower amounts may be material based on the facts and circumstances. Our related person transaction policy provides that a related person is defined as any director, executive officer, nominee for director or beneficial owner of more than 5% of any class of the Company’s voting securities, any immediate family member of the foregoing persons or any firm, corporation or other entity in which (i) any of the foregoing persons is employed as an executive officer or is a general partner, managing member or principal or (ii) any director, executive officer, nominee for director or 5% beneficial owner is employed.
Under our related persons transaction policy, the audit committee of our board of directors shall review the relevant facts and circumstances of each related person transaction (other than pre-approved transactions such as certain compensation matters and certain transactions that arise in the ordinary course of business) and either approve or disapprove of such related person transaction. In determining whether to approve or disapprove of such transaction, our audit committee will take into account, among other factors it deems appropriate, (i) whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated party, (ii) the extent of such related person’s interest in the transaction and (iii) take into account any conflicts of interest or corporate opportunity provisions outlined in our Code of Ethics and Conduct Policy. Under our policy, management must present to the audit committee each proposed related person transaction, including all relevant facts and circumstances relating thereto and also update the audit committee regarding any material changes to any approved or ratified related person transaction. Whenever feasible, such related person transaction shall not be consummated until the audit committee has approved or ratified such transaction. Management is also required to provide a status report of all then-current related person transactions at least annually at an audit committee meeting or as needed.
| 48 | ||||
OTHER MATTERS
Fiscal Year 20192023 Annual Report and SEC Filings
Our audited financial statements for our fiscal year ended December 31, 20192023 are included in our Annual Report on Form 10-K, which we will make available to stockholders at the same time as this proxy statement. This proxy statement and our annual report are posted on our website at https://investors.sproutsocial.com and are available from the SEC at its website at https://www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Sprout Social, Inc., Attention: Investor Relations, 131 South Dearborn Street, Suite 700, Chicago, Illinois 60603.
Special Note Regarding Forward-Looking Statements
•our ability to attract, retain and grow customers;
•our future financial performance, including our revenue, cost of revenue, gross profit, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability;
•our ability to access third-party APIs and data on favorable terms;
•our ability to increase spending of existing customers;
•the evolution of the social media industry, including technological advances and adapting to new regulations and use cases;
•the introduction of artificial intelligence technologies into our products, which may lead to increased governmental or regulatory scrutiny
•our ability to innovate and provide a superior customer experience;
•our ability to successfully enter new markets, manage our international expansion and comply with any applicable laws and regulations;
•our ability to successfully adapt our sales, success, and compliance efforts to the demands of sophisticated enterprise customers
•our ability to maintain and enhance our brand;
•our estimates of the size of our market opportunities;
•the effects of increased competition from out market competitors or new entrants to the market;
•our ability to securely maintain customer and other third-party data;
•our ability to comply with existing, modified or new laws and regulations applying to our business, including privacy and data security regulations;
•worldwide economic conditions, including the macroeconomic impacts of high levels of inflation, high interest rates and ongoing overseas conflicts and their impact on demand for our platform and products;
•our ability to acquire, invest in, and integrate other businesses or technologies into our business or achieve the expected benefits of such acquisition and technologies;
•our ability to attract and retain qualified employees and key personnel;
•our ability to manage our substantial debt in a way that does not adversely affect our business; and
•the other factors set forth under “Part I—Item IA. Risk Factors” of our Annual Report on Form 10-K filed with the SEC on February 23, 2024.
These factors are not necessarily all of the important factors that could cause our actual financial results, performance, achievements or prospects to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes laws or in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
* * *
The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.
| 49 | ||||
It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
Chicago, Illinois
April 16, 2020
8, 2024
| 50 | ||||
| 51 | ||||
| 52 | ||||