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. )
 
 

Filed by the Registrant x Filed by a Party other than the Registrant ☐
Check the appropriate box:
 
 
 
 
 
Preliminary Proxy Statement
 
 
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 
x
 
Definitive Proxy Statement
 
 
 
Definitive Additional Materials
 
 
 
Soliciting Material under §240.14a-12
ALTERYX, 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):
 
 
 
 
 
 
 
x
 
No fee required.
 
 
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
 
 
(1)
 
Title of each class of securities to which transaction applies:
 
 
 
(2)
 
Aggregate number of securities to which transaction applies:
 




 
 
(3)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
 
Proposed maximum aggregate value of transaction:
 
 
 
(5)
 
Total fee paid:
 
 
 
 
Fee paid previously with preliminary materials.
 
 
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
 
(1)
 
Amount Previously Paid:

 
 
(2)
 
Form, Schedule or Registration Statement No.:
 
 
 
(3)
 
Filing Party:
 
 
 
(4)
 
Date Filed:
 
 







ALTERYXLOGOLOCKUPRGB.JPG
April 12, 2019
To Our Stockholders:
You are cordially invited to attend the 2019 Annual Meeting of Stockholders of Alteryx, Inc. The meeting will be held at 12303 Airport Way, Suite 250, Broomfield, Colorado 80021 on Wednesday, May 22, 2019 at 8:00 a.m. Mountain Time.
The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, proxy statement, our annual report and proxy card, each of which is enclosed.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares in person.
 
Sincerely,
 
STOECKERSIGNATURE.JPG


Dean A. Stoecker
Chairman of the Board of Directors and
Chief Executive Officer

YOUR VOTE IS IMPORTANT
All stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet or by telephone or, if you received a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting in person at the Annual Meeting, or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON WEDNESDAY, MAY 22, 2019: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT
WWW.PROXYVOTE.COM




ALTERYX, INC.
3345 Michelson Drive, Suite 400
Irvine, California 92612


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Time and Date:
 
Wednesday, May 22, 2019 at 8:00 a.m. Mountain Time
 
 
Place:
 
12303 Airport Way, Suite 250, Broomfield, Colorado 80021
 
 
 
Items of Business:
 
1.
Elect three Class II directors of Alteryx, Inc., each to serve a three-year term expiring at the 2022 annual meeting of stockholders and until such director’s successor is duly elected and qualified.
 
 
 
 
 
2.
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.
 
 
 
 
 
3.
Approve, on a non-binding advisory basis, the compensation paid by us to our named executive officers as disclosed in this proxy statement.
 
 
 
 
4.
Select, on a non-binding advisory basis, whether future advisory votes on the compensation paid by us to our named executive officers should be held every one, two or three years.
 
 
 
 
5.
Transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
 
 
Record Date:
 
Only stockholders of record at the close of business on April 1, 2019 are entitled to notice of, and to vote at, the meeting and any adjournments thereof.
 
 
Proxy Voting:
 
Each share of Class A common stock that you own represents one vote and each share of Class B common stock that you own represents ten votes. For questions regarding your stock ownership, you may contact us through our website at https://investor.alteryx.com  or, if you are a registered holder, our transfer agent, American Stock Transfer & Trust Company, LLC, through its website at www.astfinancial.com  or by phone at (800) 937‑5449.
This notice of the Annual Meeting, proxy statement and form of proxy are being distributed and made available on or about April 12, 2019.
Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.
By Order of the Board of Directors,
 
ALTERYXPROXYSTATEMENT_IMAGE3.GIF
 
Christopher M. Lal
Senior Vice President, General Counsel and Corporate Secretary
 
Irvine, California
April 12, 2019





ALTERYX, INC.
PROXY STATEMENT FOR 2019 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS




ALTERYX, INC.
3345 Michelson Drive, Suite 400
Irvine, California 92612
 

PROXY STATEMENT FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS
 

April 12, 2019
INFORMATION ABOUT SOLICITATION AND VOTING
The accompanying proxy is solicited on behalf of the board of directors of Alteryx, Inc. for use at our 2019 Annual Meeting of Stockholders, or Annual Meeting, to be held at 12303 Airport Way, Suite 250, Broomfield, Colorado 80021 on Wednesday, May 22, 2019 at 8:00 a.m. (Mountain Time), and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting, or Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 12, 2019. An annual report for the year ended December 31, 2018 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials. In this Proxy Statement, we refer to Alteryx, Inc. as “Alteryx,” “we” or “us.” References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is not intended to be incorporated into this Proxy Statement.
INTERNET AVAILABILITY OF PROXY MATERIALS
In accordance with U.S. Securities and Exchange Commission, or SEC, rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.
GENERAL INFORMATION ABOUT THE MEETING
Purpose of the Annual Meeting
You are receiving this Proxy Statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.
Record Date; Quorum
Only holders of record of our Class A common stock and Class B common stock at the close of business on April 1, 2019, or the Record Date, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 46,451,267 shares of Class A common stock and 16,011,738 shares of Class B common stock outstanding and entitled to vote. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters.
The holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your

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shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.
Voting Rights; Required Vote
In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of Class A common stock represents one vote and each share of Class B common stock represents ten votes. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee.
Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, by filling out and returning the proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.
Each director will be elected by a plurality of the votes cast, which means that the three individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL NOMINEES”, “WITHHOLD AUTHORITY FOR ALL NOMINEES” or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Approval, on a non-binding advisory basis, of the compensation of our named executive officers will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. The non‑binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers will provide stockholders with the opportunity to choose among four options with respect to this proposal. You may vote for holding the non-binding advisory vote to approve the compensation of our named executive officers every “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or vote for “ABSTAIN.” The frequency receiving the greatest number of votes cast by stockholders will be deemed to be the preferred frequency option of our stockholders. Abstentions (shares present at the Annual Meeting and marked “abstain”) are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon.
Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner or (ii) the broker lacked discretionary authority to vote the shares. A broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019 is considered a routine matter. The other proposals presented at the Annual Meeting are non-routine matters. Broker non‑votes are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

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Recommendations of Our Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting
Our board of directors recommends that you vote “FOR ALL NOMINEES” in the election of the Class II directors named in this Proxy Statement, or Proposal No. 1, “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019, or Proposal No. 2, “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement, or Proposal No. 3, and to hold future non-binding advisory votes on the compensation of our named executive officers every “ONE YEAR,” or Proposal No. 4. None of our directors or executive officers has any substantial interest in any matter to be acted upon, other than Proposal No. 3 and elections to office with respect to the directors so nominated.
Voting Instructions; Voting of Proxies
If you are a stockholder of record, you may:
vote in person—stockholders who attend the Annual Meeting may vote in person;
vote by telephone or through the Internet—in order to do so, please follow the instructions shown on your proxy card; or
vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed and dated proxy card must be received prior to the Annual Meeting.
Votes submitted by telephone or through the Internet must be received by 11:59 p.m. Eastern Time on May 21, 2019. Submitting your proxy, whether by telephone, through the Internet or, if you request or receive a paper proxy card, by mail will not affect your right to vote in person should you decide to attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.
All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above.
If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.
If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the Internet or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign and return each proxy card you received to ensure that all of your shares are voted.
Expenses of Soliciting Proxies
We will pay the expenses of soliciting proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If

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you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.
Revocability of Proxies
A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:
delivering to our Corporate Secretary by mail a written notice stating that the proxy is revoked;
signing and delivering a proxy bearing a later date;
voting again by telephone or through the Internet; or
attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.
Voting Results
Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.
 


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BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS;
CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE
We are strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders.
Corporate Governance Guidelines
Our board of directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the governance of the company. Our Corporate Governance Guidelines are available without charge on the “Investors” section of our website, which is located at https://investor.alteryx.com , by clicking “Governance Documents” in the “Governance” section of our website. Our nominating and corporate governance committee reviews the Corporate Governance Guidelines periodically, and changes are recommended to our board of directors as warranted.
Board Leadership Structure
Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the nominating and corporate governance committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as appropriate. Our Corporate Governance Guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, our board of directors shall designate a “lead independent director” by a majority vote of the independent directors. In cases in which the chairperson and chief executive officer are the same person, the chairperson schedules and sets the agenda for meetings of our board of directors in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings. The responsibilities of the lead independent director include: presiding at executive sessions of independent directors, serving as a liaison between the chairperson and the independent directors, consulting with the chairperson regarding the information sent to our board of directors in connection with its meetings, having the authority to call meetings of our board of directors and meetings of the independent directors, being available under appropriate circumstances for consultation and direct communication with stockholders and performing such other functions and responsibilities as requested by our board of directors from time to time.
Currently, our board of directors believes that it should maintain flexibility to select the chairperson of our board of directors and adjust our board leadership structure from time to time. Mr. Stoecker, our Chief Executive Officer is also the Chairman of our board of directors. Our board of directors determined that having our Chief Executive Officer also serve as the Chairman of our board of directors provides us with optimally effective leadership and is in our best interests and those of our stockholders. Mr. Stoecker founded and has led our company since its inception. Our board of directors believes that Mr. Stoecker’s strategic vision for our business, his in-depth knowledge of our platform and operations and the software technology industry and his experience serving as the Chairman of our board of directors and Chief Executive Officer since our inception make him well qualified to serve as both Chairman of our board of directors and Chief Executive Officer.
Because Mr. Stoecker serves in both these roles, our board of directors appointed Charles R. Cory to serve as our lead independent director. As lead independent director, Mr. Cory presides over periodic meetings of our independent directors, serves as a liaison between the chairperson of our board of directors and the independent directors and performs such additional duties as our board of directors may otherwise determine and delegate. Our board of directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our board of directors and sound corporate governance policies and practices.
Our Board of Directors’ Role in Risk Oversight
Our board of directors, as a whole, has responsibility for risk oversight, although the committees of our board of directors oversee and review risk areas that are particularly relevant to them. The risk oversight responsibility of our

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board of directors and its committees is supported by our management reporting processes. Our management reporting processes are designed to provide our board of directors and our personnel responsible for risk assessment with visibility into the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity and tax), legal, regulatory, cybersecurity, privacy, compliance and reputational risks. Our board of directors reviews strategic and operational risk in the context of discussions, question and answer sessions and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting and evaluates the risks inherent in significant transactions. Our audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management.
Each committee of our board of directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus. Our audit committee reviews our major financial risk exposures, our internal control over financial reporting, our disclosure controls and procedures, legal and regulatory compliance and, among other things, discusses with management and our independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews matters relating to cybersecurity and data privacy and security and reports to our board of directors regarding such matters. Our compensation committee evaluates our major compensation-related risk exposures and the steps management has taken to monitor or mitigate such exposures. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices, the independence of our board of directors and reviews and discusses the narrative disclosure regarding our board of directors’ leadership structure and role in risk oversight. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.
Independence of Directors
The listing rules of the New York Stock Exchange generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.
In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.
Our board of directors conducts an annual review of the independence of our directors. In its most recent review, our board of directors determined that Kimberly E. Alexy, Mark Anderson, John Bellizzi, Charles R. Cory, Jeffrey L. Horing, Timothy I. Maudlin and Eileen M. Schloss, representing seven of our eight directors, are “independent directors” as defined under the applicable rules, regulations and listing standards of the New York Stock Exchange and the applicable rules and regulations promulgated by the SEC. Our board of directors has also determined that all members of our audit committee, compensation committee and nominating and corporate governance committee are independent and satisfy the relevant SEC and New York Stock Exchange independence requirements for such committees.
Committees of Our Board of Directors
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below.
Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available, without charge, upon request in writing to Alteryx, Inc., 3345 Michelson Drive, Suite 400, Irvine, California 92612, Attn: Corporate Secretary, or in the “Investors” section of our website, which is located at  https://investor.alteryx.com , by clicking on “Governance Documents” in the “Governance” section of our website. Members serve on these committees until their resignations or until otherwise determined by our board of directors.

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Audit Committee
Our audit committee is composed of Mr. Maudlin, who is the chairperson of our audit committee, Ms. Alexy and Mr. Cory. Each member of our audit committee is independent under the current New York Stock Exchange and SEC rules and regulations. Each member of our audit committee is financially literate as required by the current New York Stock Exchange listing standards. Our board of directors has also determined that simultaneous service by Ms. Alexy on the audit committees of four public companies does not impair her ability to serve on our audit committee. In addition, our board of directors has determined that Mr. Maudlin, Ms. Alexy and Mr. Cory are “audit committee financial experts” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended, or Securities Act. This designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committee and our board of directors. Our audit committee is responsible for, among other things:
selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;
reviewing the independence of the independent registered public accounting firm;
discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;
establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
considering the adequacy of our internal controls and internal audit function;
reviewing material related-party transactions or those that require disclosure; and
approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.
Compensation Committee
Our compensation committee is composed of Mr. Cory, who is the chairperson of our compensation committee, Mr. Anderson and Ms. Schloss. The composition of our compensation committee meets the requirements for independence under current New York Stock Exchange listing standards and SEC rules and regulations. Each member of this committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:
reviewing and approving the compensation of our executive officers;
reviewing and recommending to our board of directors the compensation of our directors;
administering our equity incentive plans;
reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and
reviewing our overall compensation goals and objectives.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is composed of Ms. Alexy, who is the chairperson of the nominating and corporate governance committee, Mr. Bellizzi and Ms. Schloss. The composition of our nominating and corporate governance committee meets the requirements for independence under current New York Stock Exchange listing standards and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:
identifying and recommending candidates for membership on our board of directors;
recommending directors to serve on board committees;
reviewing and recommending changes to our corporate governance guidelines and policies;
reviewing proposed waivers of the code of conduct for directors, executive officers and employees (with waivers for directors or executive officers to be approved by our board of directors);

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evaluating, and overseeing the process of evaluating, the performance of our board of directors and committees; and
assisting our board of directors on corporate governance matters.
Compensation Committee Interlocks and Insider Participation
The members of our compensation committee during the year ended December 31, 2018 included Mr. Anderson (as of November 13, 2018), Mr. Cory, Jayendra Das (through October 1, 2018) and Ms. Schloss. None of the members of our compensation committee in 2018 was at any time during 2018 or at any other time an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, or Regulation S-K. During 2018, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee.
Board and Committee Meetings and Attendance
Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During 2018, our board of directors met seven times and acted by unanimous written consent four times, the audit committee met nine times, the compensation committee met five times and acted by unanimous written consent four times and the nominating and corporate governance committee met six times and acted by unanimous written consent one time. During 2018, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served.
Board Attendance at Annual Stockholders’ Meeting
Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. Seven members of our board of directors, who were then serving on the board of directors, attended the 2018 annual meeting of stockholders.
Presiding Director of Non-Employee Director Meetings
The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Our lead independent director, currently Mr. Cory, is the presiding director at these meetings.
Communication with Directors
Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors or a specific member of our board of directors (including our chairperson or lead independent director, if any) may do so by letters addressed to the attention of our Corporate Secretary.
All communications are reviewed by the Corporate Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.
The address for these communications is:
Alteryx, Inc.
c/o Corporate Secretary
3345 Michelson Drive, Suite 400
Irvine, California 92612

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Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our board of directors, officers and employees. Our Code of Business Conduct and Ethics is posted on the “Investors” section of our website, which is located at https://investor.alteryx.com under “Governance Documents” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

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NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
Nomination to the Board of Directors
Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and corporate governance committee in accordance with the committee’s charter, our restated certificate of incorporation and restated bylaws, our Corporate Governance Guidelines and the criteria approved by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.
Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Additional Information—Stockholder Proposals to Be Presented at Next Annual Meeting.”
Director Qualifications
With the goal of developing a diverse, experienced and highly qualified board of directors, the nominating and corporate governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.
Because the identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and the New York Stock Exchange listing requirements and the provisions of our restated certificate of incorporation, restated bylaws, Corporate Governance Guidelines and charters of the committees of our board of directors. In addition, neither our board of directors nor our nominating and corporate governance committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, the nominating and corporate governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Through the nomination process, the nominating and corporate governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal No. 1 below includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.

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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our board of directors currently consists of eight directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class I do not expire until the annual meetings of stockholders held in 2020 and 2021, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the three Class II nominees named below, each of whom is currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at the 2022 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.
Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.
Nominees to Our Board of Directors
The nominees and their ages, occupations and length of service on our board of directors as of March 31, 2019, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Name of Director/Nominee
Age
Position
Director Since
Kimberly E. Alexy (1)(2)
48
Director
February 2017
Mark Anderson (3)
56
Director
October 2018
John Bellizzi (2)
60
Director
March 2011
(1)
Member of the audit committee
(2)
Member of the nominating and corporate governance committee
(3)
Member of the compensation committee
Kimberly E. Alexy has served as a member of our board of directors since February 2017. Ms. Alexy currently serves as the Principal of Alexy Capital Management, a private investment management firm that she founded in 2005. Previously, Ms. Alexy served as the Senior Vice President and Managing Director of Equity Research for Prudential Securities, the financial services arm of Prudential Financial, Inc., an insurance and investment management company from 1998 to 2003. Prior to that, Ms. Alexy served as Vice President of Equity Research at Lehman Brothers, a financial services firm, from 1995 to 1998. Ms. Alexy has served on the board of directors of CalAmp Corp. since February 2008, Five9, Inc. since October 2013, FireEye, Inc. since January 2015 and Western Digital Corporation since November 2018. Ms. Alexy served on the board of directors for Microsemi Corporation from September 2016 to May 2018. Ms. Alexy is a chartered financial analyst and holds a B.A. from Emory University and an M.B.A. from the College of William and Mary. We believe that Ms. Alexy is qualified to serve on our board of directors because of her extensive experience on public company boards and experience in the financial services industry as an investment professional.
Mark Anderson has served as a member of our board of directors since October 2018. Mr. Anderson served as President of Palo Alto Networks, Inc., a cybersecurity company, from August 2016 to November 2018. Previously, Mr. Anderson served at Palo Alto Networks, Inc. as Executive Vice President, Worldwide Field Operations from May 2016 to August 2016, and as Senior Vice President, Worldwide Field Operations from June 2012 to May 2016. From October 2004 to May 2012, Mr. Anderson served in several roles, including as Executive Vice President of Worldwide Sales, for F5 Networks, Inc., an IT infrastructure company. Mr. Anderson holds a B.A. in Business and Economics from York University in Toronto. We believe that Mr. Anderson is qualified to serve on our board of directors because of his extensive experience as a sales executive in the technology industry .
John Bellizzi has served as a member of our board of directors since March 2011. Since April 2008, Mr. Bellizzi has served as the Global Head of Corporate Development at Thomson Reuters Corporation, a provider of news and information for professional markets. Prior to that role, Mr. Bellizzi served as the Senior Vice President of Business Development and Operations at Thomson Corp. from June 2005 to April 2008. Mr. Bellizzi holds a B.A. in economics from Queens College and an M.B.A. in finance and international business from New York University. We believe that

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Mr. Bellizzi is qualified to serve on our board of directors because of his extensive corporate and business development experience.
Continuing Directors
The directors who are serving for terms that end after the Annual Meeting and their ages, occupations and length of service on our board of directors as of March 31, 2019 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Name of Director
Age
Position
Director Since
Class I Directors:
 
 
 
Timothy I. Maudlin (1)
68
Director
December 2015
Eileen M. Schloss (2)(3)
65
Director
May 2017
Class III Directors:
 
 
 
Charles R. Cory (1)(2) *
64
Director
March 2016
Jeffrey L. Horing
55
Director
September 2014
Dean A. Stoecker
62
Chairman of the Board of Directors and Chief Executive Officer
March 1997
*
Lead Independent Director
(1)
Member of the audit committee
(2)
Member of compensation committee
(3)
Member of the nominating and corporate governance committee
Charles R. Cory has served as a member of our board of directors since March 2016. Previously, Mr. Cory worked for Morgan Stanley from September 1982 to December 2015 in various roles including most recently as its Chairman, Technology Investment Banking. Mr. Cory holds a B.A. in government and a J.D. and M.B.A. from the University of Virginia. We believe that Mr. Cory is qualified to serve on our board of directors because of his extensive experience analyzing technology companies and his significant financial services experience.
Jeffrey L. Horing has served as a member of our board of directors since September 2014. Mr. Horing is a Managing Director at Insight Venture Partners, a private equity investment firm, which he co-founded in 1995. Previously, Mr. Horing held various positions at Warburg Pincus LLC and at Goldman Sachs & Co. LLC. Mr. Horing served on the board of directors of Wix.com Ltd. from March 2011 to June 2014. Mr. Horing is currently a member of the board of directors of several private companies. Mr. Horing holds a B.S. and B.A. from the University of Pennsylvania’s Moore School of Engineering and the Wharton School, respectively. He also holds an M.B.A. from the M.I.T. Sloan School of Management. We believe that Mr. Horing is qualified to serve on our board of directors because of his corporate finance and business expertise gained from his experience in the venture capital industry, including his time spent serving on boards of directors of various technology companies.
Timothy I. Maudlin has served as a member of our board of directors since December 2015. Mr. Maudlin served as the Managing General Partner of Medical Innovation Partners, a venture capital firm, from 1989 to 2007. Mr. Maudlin also served as a Principal and the Chief Financial Officer of Venturi Group, LLC, an incubator and venture capital firm, from 1999 to October 2001. Mr. Maudlin has served as a member of the board of directors of Pluralsight, Inc. since its formation in December 2017 and as a member of the board of managers of Pluralsight Holdings, LLC since June 2016. Mr. Maudlin previously served as a member of the board of directors of ExactTarget, Inc. from May 2008 to July 2013, MediaMind Technologies, Inc. from August 2008 to June 2011, Sucampo Pharmaceuticals, Inc. from September 2006 to February 2013 and Web.com Group, Inc. from February 2002 to October 2018. Mr. Maudlin is also currently a member of the board of directors of several private companies. Mr. Maudlin is a certified public accountant (inactive) and holds a B.A. in economics from St. Olaf College and a M.M. in accounting, finance and management from the Kellogg School of Management at Northwestern University. We believe that Mr. Maudlin is qualified to serve on our board of directors because of his extensive financial and accounting experience gained from his experience in the venture capital industry and extensive experience serving on boards of directors of various private and public technology companies.

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Eileen M. Schloss has served as a member of our board of directors since May 2017. Ms. Schloss was the Executive Vice President, Human Resources and Real Estate for Medidata Solutions, Inc., a software as a service company, from 2012 to March 2017. Ms. Schloss served as Executive Vice President, Human Resources for Rovi Corporation, a digital media entertainment software and services company, from 2007 to 2012. Prior to that, Ms. Schloss served as Vice President, Administration for Caspian Networks, Inc., a networking company, from 2002 to 2006. Ms. Schloss holds a B.S. from the University of San Francisco and an M.S. from Pepperdine University. We believe that Ms. Schloss is qualified to serve on our board of directors because of her extensive experience working for public companies in the software industry as a human resources professional.  
Dean A. Stoecker co-founded our company and has served as our Chairman of our board of directors and Chief Executive Officer since our inception in March 1997. Prior to joining us, Mr. Stoecker served as Director of Enterprise Solutions for Integration Technologies, Inc., a systems integrator, and as Vice President of Sales at Strategic Mapping Inc., a provider of geospatial mapping information technologies. He also held various sales and strategic roles at Donnelly Marketing Information Services, a division of Dun & Bradstreet, Inc., a business services company. Mr. Stoecker holds a B.S. in international business from the University of Colorado Boulder and an M.B.A. from Pepperdine University. We believe that Mr. Stoecker is qualified to serve on our board of directors because of the industry perspective and experience that he brings as our co-founder, Chairman of our board of directors and Chief Executive Officer and the thorough knowledge of our company that he brings to our board of directors’ strategic imperatives, tactical execution to support the imperatives and overall policy-making discussions.  
There are no family relationships among our directors and executive officers.
Director Compensation
The following table provides information for the year ended December 31, 2018 regarding all compensation awarded to, earned by or paid to each person who served as a director for some portion or all of 2018, other than Mr. Stoecker, the Chairman of our Board of Directors and Chief Executive Officer. Mr. Stoecker is not included in the table below, as he is an employee and receives no compensation for his service as a director. The compensation received by Mr. Stoecker as an employee is shown in the “Executive Compensation—Summary Compensation Table” below.
Name
Fees Earned   or Paid in  
Cash ($)
Stock Awards  
($) (1)
Total ($)
Kimberly E. Alexy (2)
45,375
159,869
205,244
Mark Anderson (3)
8,305
442,419
450,724
John Bellizzi (4)
33,625
159,869
193,494
Charles R. Cory (5)
63,625
159,869
223,494
Jayendra Das (6)
26,250
159,869
186,119
Jeffrey L. Horing (7)
30,000
159,869
189,869
Timothy I. Maudlin (8)
46,250
159,869
206,119
Eileen M. Schloss (9)
38,875
159,869
198,744
(1)
The amounts reported in this column represent the aggregate grant date value of restricted stock unit awards, or RSUs, made to directors in 2018 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock.
(2)
As of December 31, 2018, Ms. Alexy held 4,095 RSUs. The RSUs vest in accordance with the vesting schedule described below under “— Non-Employee Director Equity Compensation—Annual Award.”
(3)
As of December 31, 2018, Mr. Anderson held 8,285 RSUs. 6,026 of the RSUs vest in accordance with the vesting schedule described below under “— Non-Employee Director Equity Compensation—Initial Award” and 2,259 of the RSUs vest in accordance with the vesting schedule described below under “— Non-Employee Director Equity Compensation—Annual Award.”
(4)
As of December 31, 2018, Mr. Bellizzi held 4,095 RSUs. The RSUs vest in accordance with the vesting schedule described below under “— Non-Employee Director Equity Compensation—Annual Award.”
(5)
As of December 31, 2018, Mr. Cory held 4,095 RSUs and options to purchase 132,656 shares of Class B common stock. The RSUs vest in accordance with the vesting schedule described below under “— Non-Employee Director Equity Compensation—Annual Award.” As of December 31, 2018, all of the stock options were vested.
(6)
Mr. Das served on our board of directors through October 1, 2018. In June 2018, Mr. Das was granted 4,095 RSUs. Concurrent with his resignation, the board of directors determined to accelerate a portion of the June 2018 RSU grant, such that 1,234 RSUs vested on October 1, 2018 and the remaining 2,861 RSUs were forfeited. As of December 31, 2018, Mr. Das held no RSUs or options to purchase shares of common stock.

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(7)
As of December 31, 2018, Mr. Horing held 4,095 RSUs. The RSUs vest in accordance with the vesting schedule described below under “— Non-Employee Director Equity Compensation—Annual Award.”
(8)
As of December 31, 2018, Mr. Maudlin held 4,095 RSUs and options to purchase 123,370 shares of Class B common stock. The RSUs vest in accordance with the vesting schedule described below under “— Non-Employee Director Equity Compensation—Annual Award.” As of December 31, 2018, all of the stock options were vested.
(9)
As of December 31, 2018, Ms. Schloss held 4,095 RSUs. The RSUs vest in accordance with the vesting schedule described below under “—Non-Employee Director Equity Compensation—Annual Award.”
Non-Employee Director Compensation Arrangements
In September 2018, following recommendation from the compensation committee, our board of directors approved an amended and restated non-employee director compensation policy. Under the amended and restated non-employee director compensation policy, non-employee directors will be entitled to receive the following cash and equity compensation.
Non-Employee Director Equity Compensation
Each non-employee director is entitled to receive RSUs under our 2017 Equity Incentive Plan, or 2017 Plan, as follows:
Initial Award . Upon appointment to the board of directors, each new non-employee director appointed to the board of directors will be granted RSUs to be settled in shares of our Class A common stock with an aggregate value of $350,000, or the Initial Award.
The Initial Award will be granted effective on the date on or following the non-employee director’s appointment to the board of directors, or the Initial Award Grant Date, as provided under our Equity Granting Policy, as amended, or the Equity Granting Policy.
The number of RSUs granted subject to the Initial Award will be calculated by dividing $350,000 by the average daily closing price of the Class A common stock for the ten business days ending on the day preceding the Initial Award Grant Date, rounding down to the nearest whole share.
One-third of the total RSUs subject to the Initial Award shall vest on the one-year anniversary of the Initial Award Grant Date, and, thereafter, one-third of the total RSUs subject to the Initial Award shall vest on each subsequent one-year anniversary, in each case, so long as the non-employee director continues to provide services to us through such date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred. The Initial Award shall accelerate in full upon the consummation of a Corporate Transaction (as defined in the 2017 Plan).
To the extent that an individual is initially appointed as a non-employee director at an annual meeting of our stockholders, he or she will be granted both an Annual Award, as described below, and an Initial Award.
Pro Rata Award . Upon appointment to the board of directors, each new non-employee director appointed to the board of directors will be granted RSUs to be settled in shares of the Class A common stock with an aggregate value equal to $175,000 multiplied by the quotient of (i) 12 minus the number of complete months since the date of the prior annual stockholder meeting (with one complete month calculated on the same day of a subsequent month as the annual stockholder meeting) divided by (ii) 12, such amount being referred to as the Pro Rata Grant Amount, and such grant being referred to as the Pro Rata Award.
The Pro Rata Award will be granted effective on the Initial Award Grant Date.
The number of RSUs granted subject to the Pro Rata Award will be calculated by dividing the Pro Rata Grant Amount by the average daily closing price of the Class A common stock for the ten business days ending on the day preceding the Initial Award Grant Date, rounding down to the nearest whole share.
The Pro Rata Award shall fully vest on the earlier of (a) the date of our next annual meeting and (b) the date that is one year following the Initial Award Grant Date, in each case, so long as the non-employee director continues to provide services to us through such date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred. The Pro Rata Award shall accelerate in full upon the consummation of a Corporate Transaction.
Annual Award . On the date of each annual meeting of our stockholders, each non-employee director who will serve on the board of directors following such annual meeting will automatically be granted RSUs to be settled in shares of the Class A common stock with an aggregate value of $175,000, or the Annual Award.

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The Annual Award will automatically be granted effective on the date of the annual meeting of our stockholders, or the Annual Award Grant Date.
The number of RSUs granted subject to the Annual Award will be calculated by dividing $175,000 by the average daily closing price of the Class A common stock for the ten business days ending on the day preceding the Annual Award Grant Date, rounding down to the nearest whole share.
The Annual Award shall fully vest on the earlier of (a) the date of the next annual meeting of our stockholders and (b) the date that is one year following the Annual Award Grant Date, in each case, so long as the non-employee director continues to provide services to us through such date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred. The Annual Award shall accelerate in full upon the consummation of a Corporate Transaction.
Cutback . Notwithstanding the foregoing, in the event that the Initial Award, the Pro Rata Award and/or the Annual Award granted in a calendar year, in the aggregate, would exceed the applicable cap or limit on equity awards or compensation included in the 2017 Plan, then, first, the Annual Award, if applicable, shall be reduced by an amount necessary to comply with such applicable cap or limit, and second, the Pro Rata Award, if applicable, shall be reduced by an amount necessary to comply with such applicable cap or limit.
Non-Employee Director Cash Compensation
Each non-employee director is entitled to receive an annual cash retainer of $30,000 for service on our board of directors and additional annual cash compensation for committee membership as follows:
Audit committee chair: $20,000
Audit committee member: $10,000
Compensation committee chair: $12,000
Compensation committee member: $6,000
Nominating and corporate governance committee chair: $8,000
Nominating and corporate governance committee member: $4,000
Chairs of our committees receive the cash compensation designated above for chairs in lieu of the non-chair member cash compensation. In addition, our lead independent director is entitled to receive an additional annual cash retainer of $15,000.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF THE CLASS II DIRECTORS

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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Our audit committee has selected Deloitte & Touche LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the year ending December 31, 2019 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019 requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting. In the event that Deloitte & Touche LLP is not ratified by our stockholders, the audit committee will review its future selection of Deloitte & Touche LLP as our independent registered public accounting firm.
Deloitte & Touche LLP audited our financial statements for the year ended December 31, 2018. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.
Independent Registered Public Accounting Firms, Fees and Other Matters
At a meeting held on January 24, 2019, the audit committee approved the dismissal of PricewaterhouseCoopers LLP as our independent registered public accounting firm, effective January 24, 2019, and the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, effective January 24, 2019, to perform independent audit services for the fiscal year ended December 31, 2018. PricewaterhouseCoopers LLP’s reports on our financial statements for the years ended December 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During our two most recent fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through January 24, 2019, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K, and the related instructions thereto, with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto, except for the material weakness in our internal control over financial reporting related to the evaluation of the accounting impact of certain contractual terms in certain arrangements with licensed data providers. We concluded this material weakness was remediated as of March 31, 2018 as disclosed in our Form 10-Q for the period then ended.
During our two most recent fiscal years ended December 31, 2017 and 2016, and the subsequent interim period through January 24, 2019, neither we nor anyone acting on our behalf consulted with PricewaterhouseCoopers LLP regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K. We requested that PricewaterhouseCoopers LLP furnish us with a letter addressed to the SEC stating whether or not PricewaterhouseCoopers LLP agreed with the above statements. A copy of such letter, dated January 24, 2019, was filed as Exhibit 16.1 to our Current Report on Form 8-K filed on January 24, 2019.
We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, Deloitte & Touche LLP will periodically rotate the individuals who are responsible for our audit.

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During the years ended December 31, 2017 and 2018, fees for services provided by PricewaterhouseCoopers LLP and Deloitte & Touche LLP were as follows:
 
Fiscal Year Ended
December 31, 2017
 
Fiscal Year Ended
December 31, 2018
 
PwC
 
Deloitte
 
Deloitte
Fees Billed to Alteryx
 
 
 
 
 
Audit fees (1)
$
1,682,427

 
$

 
$
3,001,148

Audit-related fees (2)

 

 

Tax fees (3)

 

 

Other fees (4)
1,800

 

 

Total fees
$
1,684,227

 
$

 
$
3,001,148

(1)
Audit fees ” include fees for audit services primarily related to the audit of our annual consolidated financial statements; the review of our quarterly consolidated financial statements; comfort letters, consents and assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).
(2)
Audit-related fees   includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.
(3)
Tax fees ” include fees for tax compliance and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state income tax matters, assistance with sales tax and assistance with tax audits.
(4)
Other fees ” includes fees for services other than the services reported in audit fees, audit-related fees and tax fees.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.
All of the services relating to the fees described in the table above were approved by our audit committee.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019


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PROPOSAL NO. 3
ADVISORY VOTE ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the rules of the SEC, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our named executive officers. This non-binding advisory vote is commonly referred to as a “say on pay” vote. The non-binding advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement, will be determined by the vote of a majority of the voting power of the shares present or represented at the Annual Meeting and voting affirmatively or negatively on the proposal.
Stockholders are urged to read the “Executive Compensation” section of this Proxy Statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. The compensation committee and the board of directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion and the other related disclosures.”
As an advisory vote, this proposal is not binding. However, our board of directors and compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

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PROPOSAL NO. 4
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the rules of the SEC, we are providing our stockholders with an opportunity to make a non-binding, advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers. This non-binding advisory vote must be submitted to stockholders at least once every six years.
You have four choices for voting on this proposal. You can choose whether future non-binding advisory votes on the compensation of our named executive officers should be conducted every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS.” You may also “ABSTAIN” from voting. The frequency that receives the greatest number of votes cast by stockholders on this matter at the meeting will be deemed to be the preferred frequency option of our stockholders.
After careful consideration, our board of directors recommends that future non-binding advisory votes on the compensation of our named executive officers be held every year so that stockholders may express annually their views on our executive compensation program.
Stockholders are not voting to approve or disapprove the board of directors’ recommendation. Instead, stockholders may indicate their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers by selecting one year, two years or three years. Stockholders that do not have a preference regarding the frequency of future advisory votes may abstain from voting on the proposal.
As an advisory vote, this proposal is not binding. However, our board of directors and nominating and corporate governance committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our named executive officers.
OUR BOARD OF DIRECTORS RECOMMENDS TO HOLD FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY “ONE YEAR”

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2019, by:
each of our named executive officers;
each of our directors or director nominees;
all of our directors and executive officers as a group; and
each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of our Class A common stock or Class B common stock.
We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares beneficially owned, subject to applicable community property laws.
Applicable percentage ownership is based on 46,451,267 shares of Class A common stock and 16,011,738 shares of Class B common stock outstanding as of March 31, 2019. Shares of our Class A common stock and Class B common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2019 or RSUs that may vest and settle within 60 days of March 31, 2019 are deemed to be outstanding and to be beneficially owned by the person holding the stock options or RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is c/o Alteryx, Inc., 3345 Michelson Drive, Suite 400, Irvine, California 92612.
 
Shares Beneficially Owned
 
 
Class A
Class B
 
Name of Beneficial Owner
Shares
%
Shares
%
% of Total
Voting Power
(1)
Named Executive Officers and Directors:
 
 
 
 
 
Dean A. Stoecker (2)
60,368
*
8,341,932
52.10
40.41
Kevin Rubin (3)
39,848
*
51,844
*
*
Robert S. Jones (4)
4,631
*
12,499
*
*
Christopher M. Lal (5)
17,087
*
19,615
*
*
Kimberly E. Alexy (6)
11,559
*
*
Mark Anderson (7)
2,259
*
*
John Bellizzi (8)
17,309
*
*
Charles R. Cory (9)
19,993
*
122,656
*
*
Jeffrey L. Horing (10)
1,148,216
2.47
2,370,545
14.81
12.03
Timothy I. Maudlin (11)
4,095
*
123,370
*
*
Eileen M. Schloss (12)
9,825
*
*
All executive officers and directors as a group ( 12  persons) (13)
1,335,190
2.87
11,042,461
68.96
54.10
Other 5% Stockholders:
 
 
 
 
 
Thomson Reuters U.S. LLC (14)
4,245,231
26.51
20.55
Entities affiliated with ICONIQ Capital (15)
1,819,870
3.92
2,670,985
16.68
13.81
Entities affiliated with Insight Venture Partners (10)
774,107
1.67
2,370,545
14.81
11.85
Olivia Duane Adams (16)
41,143
*
1,534,905
9.59
7.45
Capital World Investors (17)
5,352,234
11.52
2.59

20


Entities affiliated with Abdiel Capital (18)
4,016,199
8.65
1.94
The Vanguard Group (19)
3,007,414
6.47
1.46
Brown Capital Management, LLC  (20)
3,191,993
6.87
1.55
BlackRock, Inc. (21)
2,439,511
5.25
1.18
*
Less than 1%
(1)
Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share and holders of our Class A common stock are entitled to one vote per share.
(2)
Consists of (i) 9,211 shares of Class A common stock, (ii) 399,819 shares of Class B common stock held by Mr. Stoecker, (iii) 7,824,920 shares of Class B common stock held of record by DBRA, Limited Partnership, or DBRA, (iv) 51,157 shares of Class A common stock subject to options held by Mr. Stoecker that are exercisable within 60 days of March 31, 2019 and (v) 117,193 shares of Class B common stock subject to options held by Mr. Stoecker that are exercisable within 60 days of March 31, 2019. Mr. Stoecker is the general partner of DBRA and, therefore, may be deemed to hold sole voting and dispositive power over the shares held by DBRA.
(3)
Consists of (i) 14,270 shares of Class A common stock held by Mr. Rubin, (ii) 25,578 shares of Class A common stock subject to options held by Mr. Rubin that are exercisable within 60 days of March 31, 2019 and (iii) 51,844 shares of Class B common stock subject to options held by Mr. Rubin that are exercisable within 60 days of March 31, 2019.
(4)
Consists of (i) 1,434 shares of Class A common stock held by Mr. Jones, (ii) 3,197 shares of Class A common stock subject to options held by Mr. Jones that are exercisable within 60 days of March 31, 2019 and (iii) 12,499 shares of Class B common stock subject to options held by Mr. Jones that are exercisable within 60 days of March 31, 2019.
(5)
Consists of (i) 9,744 shares of Class A common stock held by Mr. Lal, (ii) 7,343 shares of Class A common stock subject to options held by Mr. Lal that are exercisable within 60 days of March 31, 2019 and (iii) 19,615 shares of Class B common stock subject to options held by Mr. Lal that are exercisable within 60 days of March 31, 2019.
(6)
Consists of (i) 7,464 shares of Class A common stock held by Ms. Alexy and (ii) 4,095 shares of Class A common stock issuable upon the settlement of RSUs held by Ms. Alexy that will vest within 60 days of March 31, 2019.
(7)
Consists of 2,259 shares of Class A common stock issuable upon the settlement of RSUs held by Mr. Anderson that will vest within 60 days of March 31, 2019.
(8)
Consists of (i) 13,214 shares of Class A common stock held by Mr. Bellizzi and (ii) 4,095 shares of Class A common stock issuable upon the settlement of RSUs held by Mr. Bellizzi that will vest within 60 days of March 31, 2019.
(9)
Consists of (i) 15,898 shares of Class A common stock held by Mr. Cory, (ii) 4,095 shares of Class A common stock issuable upon the settlement of RSUs held by Mr. Cory that will vest within 60 days of March 31, 2019 and (iii) 122,656 shares of Class B common stock subject to options held by Mr. Cory that are exercisable within 60 days of March 31, 2019.
(10)
Consists of (i) 209,429 shares of Class A common stock and 735,495 shares of Class B common stock held of record by Insight Venture Partners VIII, L.P., (ii) 54,173 shares of Class A common stock and 190,251 shares of Class B common stock held of record by Insight Venture Partners (Cayman) VIII, L.P., (iii) 66,424 shares of Class A common stock and 233,276 shares of Class B common stock held of record by Insight Venture Partners (Delaware) VIII, L.P., (iv) 7,474 shares of Class A common stock and 26,249 shares of Class B common stock held of record by Insight Venture Partners VIII (Co‑Investors), L.P., (v) 195,796 shares of Class A common stock and 687,622 shares of Class B common stock held of record by Insight Venture Partners Coinvestment Fund III, L.P., (vi) 141,704 shares of Class A common stock and 497,652 shares of Class B common stock held of record by Insight Venture Partners Coinvestment Fund (Delaware) III, L.P., (vii) 99,107 shares of Class A common stock held of record by IVP (Venice), L.P., (viii) with respect to Mr. Horing only, 8,216 shares of Class A common stock held of record by JPH DE Trust Holdings LLC, (ix) with respect to Mr. Horing only, 45,878 shares of Class A common stock held of record by JPH Fund VIII LLC, (x) with respect to Mr. Horing only, 315,920 shares of Class A common stock held by JPH Private Investments LLC, and (xi) 4,095 shares of Class A common stock issuable upon the settlement of RSUs held by Mr. Horing that will vest within 60 days of March 31, 2019. Insight Holdings Group, LLC, or Holdings, is the sole shareholder of Insight Venture Associates VIII, Ltd., or IVA Ltd. IVA Ltd is the general partner of Insight Venture Associates VIII, L.P., or IVA LP, which is the general partner of Insight Venture Partners VIII, L.P., Insight Venture Partners (Cayman) VIII, L.P., Insight Venture Partners (Delaware) VIII, L.P. and Insight Venture Partners VIII (Co-Investors), L.P., or collectively, Fund VIII. Holdings is also the sole shareholder of Insight Venture Associates Coinvestment III, Ltd., or IVAC Ltd. IVAC Ltd. is general partner of Insight Venture Associates Coinvestment III, L.P., or IVAC. IVAC is the general partner of Insight Venture Partners Coinvestment Fund III, L.P. and Insight Venture Partners Coinvestment Fund (Delaware) III, L.P., or collectively, Coinvest III. In addition, Holdings is the sole shareholder of Insight Venture Associates X, Ltd., which is the manager of IVP GP (Venice), LLC, which in turn is the general partner of IVP (Venice), L.P., or IVP Venice. Of the shares of common stock beneficially owned, Insight Venture Partners VIII, L.P. reported that it had sole voting and dispositive power with respect to 944,924 shares, Insight Venture Partners (Cayman) VIII, L.P. reported that it had sole voting and dispositive power with respect to 244,424 shares, Insight Venture Partners (Delaware) VIII, L.P. reported that it had sole voting and dispositive power with respect to 299,700 shares, Insight Venture Partners VIII (Co-Investors), L.P. reported that it had sole voting and dispositive power with respect to 33,723 shares, Insight Venture Partners Coinvestment Fund III, L.P. reported that it had sole voting and dispositive power with respect to 883,418 shares,

21


 
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P. reported that it had sole voting and dispositive power with respect to 639,356 shares, IVA LP and IVA Ltd reported that each had shared voting and dispositive power with respect to 1,522,771 shares, and IVAC and IVAC Ltd reported that each had shared voting and dispositive power with respect to 1,522,774 shares and Holdings reported that it had shared voting and dispositive power with respect to 3,144,652 shares. Each of Jeffrey L. Horing, Deven Parekh, Peter Sobiloff, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings. Because Messrs. Horing, Parekh, Sobiloff, Lieberman and Triplett are members of the board of managers of Holdings, Holdings is the sole shareholder of IVA Ltd and the general partner of IVAC, IVA LP is the general partner of Fund VIII, IVAC is the general partner of Coinvest III and Holdings is the sole shareholder of Insight Venture Associates X, Ltd., which is the manager of IVP GP (Venice), LLC, which in turn is the general partner of IVP Venice, Messrs. Horing, Parekh, Sobiloff, Lieberman and Triplett may be deemed to share voting and dispositive power over the shares noted above. The address for these entities is 1114 Avenue of the Americas, 36th Floor, New York, NY 10036.

(11)
Consists of (i) 4,095 shares of Class A common stock issuable upon the settlement of RSUs held by Mr. Maudlin that will vest within 60 days of March 31, 2019 and (ii) 123,370 shares of Class B common stock subject to options held by Mr. Maudlin that are exercisable within 60 days of March 31, 2019.
(12)
Consists of (i) 5,730 shares of Class A common stock held by Ms. Schloss and (ii) 4,095 shares of Class A common stock issuable upon the settlement of RSUs held by Ms. Schloss that will vest within 60 days of March 31, 2019.
(13)
Consists of (i) 1,221,086 shares of Class A common stock and 10,595,284 shares of Class B common stock, (ii) 26,829 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of March 31, 2019, (iii) 87,275 shares of Class A common stock subject to options that are exercisable within 60 days of March 31, 2019, and (iv) 447,177 shares of Class B common stock subject to options that are exercisable within 60 days of March 31, 2019.
(14)
Consists of 4,245,231 shares held of record by Thomson Reuters U.S. LLC. Thomson Reuters U.S. LLC is an indirect, wholly owned subsidiary of Thomson Reuters Corporation, an Ontario, Canada corporation listed on the New York Stock Exchange and Toronto Stock Exchange. Of the shares of Class B common stock beneficially owned, Thomson Reuters Corporation and Thomson Reuters U.S. LLC reported that each had shared voting and dispositive power with respect to 4,245,231 shares. The address for Thomson Reuters U.S. LLC is One Station Place, Stamford, CT 06902.
(15)
Based solely on information contained in a Schedule 13D/A filed with the SEC on March 21, 2019. Consists of (i) 724,286 shares of Class B common stock held of record by ICONIQ Strategic Partners II, L.P., or ICONIQ, (ii) 566,971 shares of Class B common stock held of record by ICONIQ Strategic Partners II-B, L.P., or ICONIQ B, and (iii) 528,613 shares of Class B common stock held of record by ICONIQ Strategic Partners II Co-Invest, L.P., AX Series, or ICONIQ AX. ICONIQ Strategic Partners II GP, L.P., or ICONIQ GP, is the general partner of each of ICONIQ, ICONIQ B and ICONIQ AX. ICONIQ Strategic Partners II TT GP, Ltd., or ICONIQ Parent GP, is the general partner of ICONIQ GP. Divesh Makan and William Griffith are the sole equity holders and directors of ICONIQ Parent GP and may be deemed to share voting and dispositive power over the shares noted above. The address for these entities is c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.
(16)
Consists of (i) 33,150 shares of Class A common stock held by Ms. Duane Adams, (ii) 7,993 shares of Class A common stock subject to options held by Ms. Duane Adams that are exercisable within 60 days of March 31, 2019, (iii) 920,573 shares of Class B common stock held by Ms. Duane Adams and (iv) 614,332 shares of Class B common stock subject to options held by Ms. Duane Adams that are exercisable within 60 days of March 31, 2019.
(17)
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 14, 2019 by Capital World Investors. Consists of 5,352,234 shares of Class A common stock held of record by Capital World Investors. Capital World Investors divisions of Capital Research and Management Company and Capital International Limited collectively provide investment management services under the name Capital World Investors. Capital World Investors holds Class A common stock on behalf of SMALLCAP World Fund, Inc. Of the shares of Class A common stock beneficially owned, Capital World Investors reported that it had sole voting and dispositive power with respect to 5,352,234 shares. The address for these entities is c/o Capital World Investors, 333 South Hope Street, Los Angeles, CA 90071.
(18)
Based solely on information contained in a Schedule 13G/A filed with the SEC on January 29, 2019 by Abdiel Qualified Master Fund, LP, or AQMF, Abdiel Capital, LP, or AC, Abdiel Capital Management, LLC, or ACM, Abdiel Capital Advisors, LP, or ACA, and Colin T. Moran. Consists of (i) 3,895,312 shares of Class A common stock held of record by AQMF and (ii) 120,887 shares of Class A common stock held of record by AC. ACM and ACA serve as the general partner and the investment manager, respectively, of AQMF and AC. Colin T. Moran serves as managing member of ACM and Abdiel Capital Partners, LLC, which serves as the general partner of ACA. Of the shares of Class A common stock beneficially owned, AQMF reported that it had shared voting and dispositive power with respect to 3,895,312 shares,   AC had shared voting and dispositive power with respect to 120,887 shares and ACM, ACA and Colin T. Moran each had shared voting and dispositive power with respect to 4,016,199 shares. The address for these entities is c/o Abdiel Capital, 410 Park Avenue, Suite 930, New York, NY 10022.
(19)
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 11, 2019 by The Vanguard Group. Of the shares of Class A common stock beneficially owned, The Vanguard Group reported that it had sole voting power and shared dispositive with respect to 57,856 shares and sole dispositive power with respect to 2,949,558 shares. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.
(20)
Based solely on information contained in a Schedule 13G/A filed with the SEC on March 8, 2019 by Brown Capital Management, LLC, or Brown Capital. Of the shares of Class A common stock beneficially owned, Brown Capital reported that it had sole voting power with respect to 2,226,452 shares and sole dispositive power with respect to 3,191,993 shares. Of the 3,191,933 shares reported as beneficially owned by Brown Capital, 1,994,684 shares are beneficially owned by The Brown Capital Management Small Company Fund, a registered investment company, which is managed by Brown Capital. The address for this entity is 1201 N. Calvert Street, Baltimore, MD 21202.

22


(21)
Based solely on information contained in a Schedule 13G filed with the SEC on February 8, 2019 by BlackRock, Inc., or BlackRock. Of the shares of Class A common stock beneficially owned, BlackRock reported that it had sole voting power with respect to 2,374,903 shares and sole dispositive power with respect to 2,439,511 shares. The address for this entity is 55 East 52 nd  Street, New York, NY 10055.


23


EXECUTIVE OFFICERS AND KEY EMPLOYEES
The names of our executive officers and key employees, their ages as of March 31, 2019 and their positions are shown below.
Name
Age
Position
Executive Officers:
 
 
Dean A. Stoecker
62
Chairman of the Board of Directors and Chief Executive Officer
Kevin Rubin
44
Chief Financial Officer
Robert S. Jones
55
President and Chief Revenue Officer
Derek Knudsen
46
Chief Technology Officer
Christopher M. Lal
46
Senior Vice President, General Counsel and Corporate Secretary
Key Employees:
 
 
Olivia Duane Adams
56
Chief Customer Officer
Our board of directors chooses executive officers, who then serve at the discretion of our board of directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers.
For information regarding Mr. Stoecker, please refer to “Proposal No. 1—Election of Directors.”
Kevin Rubin has served as our Chief Financial Officer since April 2016. Prior to joining us, Mr. Rubin served as Chief Financial Officer of MSC Software Corporation, an enterprise simulation software company, from July 2011 to April 2016. Mr. Rubin has also served as Chief Financial Officer for Pictage, Inc., DataDirect Networks, Inc. and MRV Communications, Inc. Mr. Rubin holds a B.A. in business economics with an emphasis in accounting from the University of California, Santa Barbara.  
Robert S. Jones has served as our President since August 2018 and as our Chief Revenue Officer, in charge of our sales, business development and customer success functions, since February 2017. Prior to joining us, Mr. Jones was the Senior Vice President—Midmarket and Ecosystem Sales, North America at SAP, from April 2016 to January 2017. Mr. Jones served as the Senior Vice President, Americas at Tableau Software, from May 2013 to April 2016. Prior to that, he served in various roles at SAP from January 2010 to May 2013, including as Chief Operating Officer—Database & Technology Division and Group Vice President—Western United States. Mr. Jones holds a B.S. in marketing from California State University Chico and an M.B.A. from Pepperdine University.  
Derek Knudsen has served as our Chief Technology Officer since August 2018. Prior to joining us, Mr. Knudsen was a Partner at Gencorp Technologies, Inc. (d/b/a Credera), a privately held consulting firm, from February 2016 to August 2018. Prior to that, Mr. Knudsen served as Vice President of Information Technology at The Irvine Company, LLC, a real estate company, from February 2015 to January 2016. Mr. Knudsen also held various positions at Avanade Inc. from September 2000 to February 2015, including Chief Technology Officer and Vice President, Corporate Strategy. Mr. Knudsen holds a B.A. from the University of Arizona in electrical engineering and an M.B.A. from the University of Southern California.
Christopher M. Lal has served as our Senior Vice President, General Counsel and Corporate Secretary since August 2016. Prior to joining us, Mr. Lal served as Vice President, General Counsel and Corporate Secretary for Tilly’s Inc., a publicly traded retail and ecommerce company, from October 2012 to July 2016. Prior to Tilly’s, Mr. Lal served as Executive Vice President and General Counsel for Thompson National Properties, LLC, a real estate investment firm, from July 2009 to January 2012. Prior to that, he served as Senior Vice President, General Counsel and Corporate Secretary for Sunstone Hotel Investors, Inc., a publicly traded real estate investment trust, from April 2007 to May 2009, and General Counsel and Assistant Corporate Secretary for RemedyTemp, Inc., a publicly traded provider of staffing solutions, from February 2005 to June 2006. He began his career as a corporate and securities attorney at O’Melveny & Myers LLP. Mr. Lal holds a B.A. from the University of California, Santa Barbara and a J.D. from the University of Southern California.  

24


Key Employees
Olivia Duane Adams co-founded our company and has served as the Chief Customer Officer since August 2011 and previously served as the Executive Vice President, Marketing from our inception in March 1997 to August 2011. Prior to joining us, Ms. Adams served as a Sales Representative and an Account Manager for Strategic Mapping Inc. from March 1993 to June 1996. Ms. Adams also served as an Account Manager for Donnelley Marketing Information Services, a division of Dun & Bradstreet. Ms. Adams holds a B.S. in business administration and marketing from Castleton University.  


25


EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis describes the philosophy, objectives, and structure of our compensation program for our principal executive officer, our principal financial officer, and our three most highly compensated executive officers (other than our principal executive officer and principal financial officer) during 2018. These individuals are referred to as our named executive officers. During 2018, these individuals were:

Name
Position
Dean A. Stoecker
Chairman of the Board and Chief Executive Officer
Kevin Rubin
Chief Financial Officer
Robert S. Jones
President and Chief Revenue Officer
Christopher M. Lal
Senior Vice President, General Counsel and Corporate Secretary
Langley P. Eide
Former Chief Strategy Officer (1)
(1)
Ms. Eide's employment ended in January 2019.
Executive Summary
Business Highlights
We continue to benefit from strong global demand for analytics. Our focused strategic efforts resulted in a very strong year in 2018 as we continue to expand and gain market share, evidenced by significant revenue growth and an increasing number of customers.
AYXREVENUES.JPG AYXCUSTOMERS.JPG
(1)
We adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASC 606, upon the filing of our annual report on Form 10-K for the year ended December 31, 2018 on March 1, 2019. ASC 606 was adopted effective January 1, 2018 on a modified retrospective basis. Financial results for the year ended December 31, 2018 are presented in accordance with this new revenue recognition standard. Historical financial results for reporting periods prior to 2018 are presented in conformity with amounts previously disclosed under the prior revenue recognition standard, ASC 605, Revenue Recognition, or ASC 605. Revenue targets under our 2018 Bonus Plan and Mr. Jones’s sales compensation plan were determined in early 2018 and therefore, were based on revenue as computed in accordance with ASC 605. For more information see the section titled “-Elements of Compensation-Annual Performance-Based Cash Incentives.”
For the fiscal year ended December 31, 2018, additional business highlights include the following:
Revenue: Total revenue of $253.6 million under ASC 606; or $204.3 million under ASC 605, which represents a 55% increase on a year-over-year basis compared to revenue of $131.6 million for the fiscal year ended December 31, 2017 under ASC 605.
Gross Profit: ASC 606 GAAP gross profit for the fiscal year ended December 31, 2018 of $230.8 million, or an ASC 606 GAAP gross margin of 91%.
Dollar-based Net Expansion Rate: Achieved a dollar-based net expansion rate (based on annual contract value) at or above 129% in each quarter of 2018.

26


Total Stockholder Return: In 2018, our total stockholder return was 135.3% and our total stockholder return since our initial public offering on March 24, 2017 through December 31, 2018 was 283.7%.
New Director: Appointed Mark Anderson as an independent director with significant experience in scaling technology companies.
Convertible Senior Notes Offering: Completed the issuance of $230.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2023.
Highlights of Our Executive Compensation Practices
The compensation committee has structured our executive compensation program to ensure that our named executive officers are compensated in a manner consistent with stockholder interests, competitive pay practices and applicable requirements of regulatory bodies. The following are important features of the design and operation of our executive compensation program:
Components of Pay. The components of our 2018 executive compensation program consist primarily of elements that are available to all of our employees, including base salary, annual variable cash compensation, including either performance-based bonuses or sales compensation, as applicable, equity awards and broad-based benefits.
Element
Performance Period
Objective
Performance Measured /
Rewarded for 2018
Base Salary
Annual
Recognizes an individual’s role and responsibilities and serves as an important retention vehicle
     Reviewed annually and set based on market competitiveness, individual performance and internal equity considerations
Annual Bonus or Sales Compensation
Annual
Rewards achievement of annual financial objectives subject to meeting individual performance expectations
     Revenue
     Meeting individual performance expectations
Stock Options
Long-Term
Supports the achievement of strong share price growth
     Vests 25% on first anniversary of vesting commencement date, and 1/48 th  monthly thereafter (1)
RSUs
Long-Term
Aligns the interests of management and stockholders and serves as an important retention vehicle
     Vests 25% on each of the first four anniversaries of the vesting commencement date (2)
(1)
Beginning with equity offered in 2019, stock options vest 1/3rd on the first anniversary of the vesting commencement date and 1/36th monthly thereafter.
(2)
Beginning with equity offered in 2019, RSUs vest 1/3rd on each of the first three anniversaries of the vesting commencement date.
Target Pay Mix. To help retain and motivate our named executive officers, our compensation committee aims to offer compensation practices competitive to our peers and industry through a mix of cash (base salaries and annual performance-based bonuses or sales compensation, as applicable) and long-term incentives (equity awards).
The compensation committee does not have any formal policies for allocating total compensation among the various components. Instead, the compensation committee uses its judgment, in consultation with Radford, an Aon company, the compensation committee’s independent compensation consultant, to establish an appropriate balance of short-term and long-term compensation for each named executive officer. The balance may change from year to year based on corporate strategy and objectives, among other considerations. For 2018, our named executive officers had the following target pay mix:

27


AYXPAYMIXA01.JPG
Governance of Our Pay Program. The compensation committee regularly reviews best practices in executive compensation and uses the following guidelines to design our compensation programs:

What We Do
ü   Pay-for-performance philosophy and culture
ü   Majority of pay is performance-based or variable and not guaranteed
ü   Responsible use of shares under our long-term incentive program
ü   Engage an independent compensation consultant
ü      Assess risks of our compensation program
What We Don’t Do
 X      No hedging of our stock
 X No pledging of our stock
 X No excise tax gross-ups
 X No backdating of stock option awards
 X No supplemental executive retirement plans
 X No excessive perquisites
 X No single trigger accelerated vesting upon a change in control
Our Executive Compensation Philosophy and Objectives
The overall objective of our compensation program is to support business objectives by attracting, retaining and engaging the highest caliber employees, including executive officers. The goals of the compensation committee with respect to executive compensation are:
to attract, retain, motivate and reward talented executives;
to tie annual compensation incentives to the achievement of specified performance objectives; and
to achieve long-term creation of value for our stockholders by aligning the interests of these executives with those of our stockholders.
To achieve these goals, we endeavor to maintain compensation plans that tie a substantial portion of executives’ overall compensation to key strategic, operational and financial goals that are supportive of our business strategy and align the interests of our executives with those of our long-term stockholders.
Process for Setting Executive Compensation
Role of the Compensation Committee
The compensation committee acts on behalf of the board of directors to oversee the compensation policies and practices applicable to all our employees, including the administration of our equity plans. Our compensation committee annually assesses the performance of our Chief Executive Officer and other executives, and, based in part on the recommendations from our Chief Executive Officer with respect to executives other than himself, approves the compensation of these executives. Our compensation committee retains, and does not delegate, any of its responsibility to determine executive compensation.

28


Role of Independent Compensation Consultant
In 2018, the compensation committee retained the services of Radford as independent executive compensation consultant due to its extensive analytical and compensation expertise in the software and services industry. In this capacity, Radford has advised the compensation committee on compensation matters related to the executive and director compensation programs. In 2018, Radford assisted the compensation committee with, among other things:
executive and director market pay analysis;
reviewing and suggesting changes to the compensation peer group;
development and refinement of executive pay programs and governance practices; and
preparing this Compensation Discussion and Analysis and other proxy statement disclosures.
The compensation committee has the sole authority to engage and terminate Radford’s services, as well as to approve its compensation. Radford makes recommendations to the compensation committee, but has no authority to make compensation decisions on behalf of the compensation committee or the company. Radford reported to the compensation committee and had direct access to the chairperson and the other members of the compensation committee. Beyond data and advice related to executive and director compensation matters and employee equity plan design, Radford did not provide other services to us in 2018.
The compensation committee conducted a specific review of its relationship with Radford in 2018 and determined that Radford’s work for the compensation committee did not raise any conflicts of interest. Radford’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 , the SEC and the New York Stock Exchange.
Role of Management
To aid the compensation committee in its responsibilities, the Chief Executive Officer provides the compensation committee with recommendations relating to the performance and achievements, including support of our corporate values, of each of the named executive officers (other than himself). The compensation committee gives considerable weight to the Chief Executive Officer’s performance evaluations of the other named executive officers because he has direct knowledge of the criticality of their work, performance and contributions. The compensation committee does not consult with any other executive officers with regard to its decisions. The Chief Executive Officer does not participate in the compensation committee’s deliberations or decisions regarding his own compensation.
Use of Market Data and Peer Group Analysis
When considering executive compensation decisions, the compensation committee believes it is important to be informed as to current compensation practices of comparable publicly held companies in the software and services industry, especially to understand the demand and competitiveness for attracting and retaining an individual with each named executive officer’s specific expertise and experience.
In 2018, as in prior years, the compensation committee believes referencing market data provided by Radford, along with other factors, is important when setting total compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success. However, while referencing the peer group compensation levels is helpful in determining market-competitive compensation for our named executive officers, the compensation committee does not directly tie any pay elements to particular benchmarks within the peer group; rather, peer data is used as a market-check analysis and is just one factor considered in the annual compensation approval process. Other important considerations include employee knowledge, skills and experience; individual performance; scope of responsibilities; and any retention concerns.
2018 Peer Group
In October 2017, based on the recommendation of Radford, the compensation committee determined that a defined peer group was appropriate to reference while making 2018 executive officer compensation decisions. With the assistance of Radford, the compensation committee considered several factors in determining the peers, including:
Industry: U.S.-based software companies with an emphasis on software-as-a-service (SaaS) and cloud solutions that have recently gone public
Market capitalization: Generally, between $450 million and $4 billion
Revenue: Between $50 million and $300 million
Growth companies: An emphasis on companies with strong year-over-year growth (>30%)

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Using these criteria, the following 19 companies were identified by the compensation committee and Radford as the defined peer group for 2018 executive compensation decisions:
2U
Gigamon
Paylocity Holding
AppFolio
Hortonworks
Q2 Holdings
Apptio
HubSpot
Qualys
BlackLine
Imperva
Rapid7
Coupa Software
Instructure
The Trade Desk
Five9
MINDBODY
Varonis Systems
 
New Relic
 
2019 Peer Group Changes
In September 2018, particularly in light of our continued strong growth, the compensation committee and Radford reviewed the peer group to ensure that it continued to appropriately reflect the set criteria. Changes were determined based on new market capitalization ($900 million to $9 billion) and revenue ($160 to $800 million) ranges. Changes for the 2019 peer group that was used for reference while making 2019 executive officer compensation decisions were as follows:
Removed (1): Gigamon
Added (3): Cloudera; Cornerstone OnDemand; and Zendesk
Compensation Risk Oversight
Our compensation committee has responsibility for establishing our compensation philosophy and objectives, determining the structure, components and other elements of our programs, and reviewing and approving the compensation of our named executive officers. We do not believe that our executive compensation program creates risks that are reasonably likely to have a material adverse effect on us.
Elements of Compensation
Base Salaries
Base salaries serve to provide fixed cash compensation to our executive officers for performing their ongoing responsibilities. Base salaries for our executive officers are approved upon joining the company by the compensation committee, and then reviewed and adjusted, as appropriate, by the compensation committee on an annual basis, in consultation with Radford.
Such annual adjustments are based on factors that may include:
each executive officer’s position and specific responsibilities;
individual performance;
level of experience;
achievement of corporate and strategic goals; and
a review of competitive salary and total compensation market data for comparable positions at peer companies.
The compensation committee does not apply any specific formulas to determine increases in base salaries for our executive officers, but instead makes an evaluation of each executive officer’s contributions to our long-term success. Increases in base salary typically take effect as of January 1 st of each calendar year.

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We reviewed our named executive officers’ base salaries based on the considerations outlined above. Based on this review, the compensation committee increased our named executive officers’ base salaries in 2018 as follows:
Executive
2017
2018
% Increase
Dean A. Stoecker

$375,000


$450,000

20.0%
Kevin Rubin

$310,000


$365,000

17.7%
Robert S. Jones

$350,000


$370,000

5.7%
Christopher M. Lal

$265,000


$310,000

17.0%
Langley P. Eide (1)

$250,000


$310,000

24.0%
(1)
Ms. Eide's employment ended in January 2019.
The compensation committee approved these adjustments to base salary following a review of a competitive market assessment, which demonstrated that a number of our executives were positioned well below the competitive market in which we compete for talent. In particular, our executives were positioned below the market median, which serves as our primary market reference point.
Annual Performance-Based Cash Incentives
Historically, we have provided our executives with short-term, performance-based annual incentives through our annual cash incentive program. We believe that annual incentives:
hold executives accountable;
align the interests of our company, executives and investors;
enable us to achieve and exceed financial goals;
attract and retain the top talent in the industry; and
recognize and reward individuals for contributing to our company’s success.
2018 Bonus Plan Incentive Opportunities
Each of our executive officers (other than Mr. Jones who participates in a separate sales compensation plan) participated in our 2018 Discretionary Bonus Plan, or 2018 Bonus Plan. Executive officers that participate in this plan have an established annual incentive target, which is equal to a percentage of their base salary. The actual earned annual incentive bonus, if any, is calculated based on the bonus pool funding, our performance and any adjustments for individual performance. An individual’s award may range from 0% to 150% of his or her target.
For 2018, our named executive officers had the following annual cash incentive opportunities:
Executive
Target Annual Incentive
(as % of base salary)
Dean A. Stoecker
100%
Kevin Rubin
60%
Christopher M. Lal
50%
Langley P. Eide (1)
55%
(1)
Ms. Eide's employment ended in January 2019.
2018 Bonus Plan Pool Funding and Targets
For 2018, bonus pool funding was based on the achievement of revenue goals because the compensation committee believes that, at this stage, a continued focus on growing revenue will help drive our long-term success and result in greater opportunity for profit in the future and enhanced stockholder value. At 100% achievement of the revenue performance target, the bonus pool would be funded at 100% of target funding. If less than 80% achievement, the bonus pool would not be funded.
Target Achievement
Pool Funding
< 80%
0%
100%
100%
115%
150%

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2018 Earned Cash Bonuses
Based on bonus pool funding and corporate performance, an individual may receive between 0% and 150% of their target award. Bonuses are also subject to further adjustment based on the achievement of individual performance expectations. There are no minimum or guaranteed bonus payments for any employees, including the named executive officers.
In February 2018, our compensation committee established a revenue performance target of $191.03 million. Because the revenue performance target was established in early 2018 and prior to our adoption of ASC 606, it was based on our revenue results under ASC 605. For 2018, the ASC 605 revenue performance target was achieved at 107%. During 2018, all of our named executive officers met their individual performance expectations, and therefore this did not have an impact on the bonus earned by any named executive officer. Accordingly, the compensation committee certified the annual bonus amounts set forth in the table below for each named executive officer in 2018:
 
Opportunity
Actual
Executive
2018 Base Salary
Target Bonus Percentage
(as % of base salary)
Target Bonus
($)
2018 Earned Award
As a % of Target
Dean A. Stoecker
$450,000
100%
$450,000
$555,000
123%
Kevin Rubin
$365,000
60%
$219,000
$270,000
123%
Christopher M. Lal
$310,000
50%
$155,000
$191,000
123%
Langley P. Eide (1)
$310,000
55%
$170,500
$—
—%
(1)
Ms. Eide's employment ended in January 2019 and she was therefore ineligible for a 2018 bonus.

Sales Compensation Plan
Our President and Chief Revenue Officer, Robert S. Jones, is eligible to participate in a sales compensation plan. Under the terms of Mr. Jones’s sales compensation plan, Mr. Jones was eligible for variable incentive compensation based upon the attainment of certain pre-determined revenue goals in the first, second and third quarters, and payout in the fourth quarter based upon full year annual achievement of revenue compared to certain revenue goals. As with our 2018 Bonus Plan, revenue targets under Mr. Jones’s sales compensation plan were based on results under ASC 605.
Mr. Jones’s quarterly target payment for each of the first three quarters of 2018 was 100% of one quarter of his salary. Mr. Jones’s annual target payment for the fourth quarter was 100% of one quarter of his salary. Mr. Jones was eligible to receive between 0% and 100% of his target payment for the first three quarters of 2018 and between 0% and 300% for the fourth quarter of 2018. At maximum achievement for each quarter, Mr. Jones could earn an aggregate of $555,000 for 2018.
For the first three quarters of 2018, the revenue performance target was $41.5 million, $45.4 million and $49.8 million, respectively. Minimum revenue achievement was 75% of target for any payout and maximum revenue achievement was 100% of target. If the revenue above the minimum was achieved, the corresponding payout amount was interpolated from 50% of the target quarterly payment to 100% of the target quarterly payment. For the fourth quarter, minimum revenue achievement was 100% of the full year 2018 revenue target and maximum revenue achievement was 115% of the full year 2018 revenue target. If the full year revenue above the minimum was achieved, the corresponding payment was interpolated from 100% of the target payment to 300% of the target quarterly payment.
Based upon our revenue performance in 2018, amounts earned by Mr. Jones under his sales compensation plan were $455,703.
 
Opportunity
Actual
Executive
2018 Base Salary
Target Bonus Percentage
(as % of base salary)
Target Bonus
($)
2018 Earned Award
As a % of Target
Robert S. Jones
$370,000
100%
$370,000
$455,703
123%

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Equity Awards
A significant portion of executive pay is delivered as long-term incentives (equity awards), which are designed to align executive officers’ interests with stockholder interests, promote retention through the reward of long-term company performance, and encourage ownership in our company.
We have historically used equity awards in the form of stock options and RSUs. Equity awards are designed to encourage high performance by and long-term tenure for executive officers, thereby strongly aligning executive officers’ interests with the interests of our stockholders. The compensation committee believes that stock options encourage the achievement of strong share price growth and are performance-based in nature because they only have value if the share price increases and that RSUs serve as an important retention vehicle and align the interests of management and stockholders.
Our general policy is to grant stock options and other equity awards on fixed dates determined in advance, although under our policy there are occasions when grants are made on other dates, such as new hires and mid-year promotions. All required approvals are obtained in advance of or on the actual grant date. With respect to annual stock option and RSU grants to our continuing executive officers, these grants are typically approved late in each fiscal year. The timing of annual equity award grants to our continuing executive officers is not coordinated in a manner that intentionally benefits our executive officers.
The compensation committee determines the size of equity grants according to each executive officer’s position. To do so, the compensation committee generally references the market data of our peer group companies as provided by Radford. The compensation committee also takes into consideration each named executive officer’s recent performance history, his or her potential for future responsibility and criticality of his or her work to the long-term success of our company. The compensation committee has the discretion to give relative weight to each of these factors as it sets the size of the equity grant to appropriately create an opportunity for reward based on increasing stockholder value.
Our named executive officers received stock options and RSUs in 2018, with a value mix of approximately 50% each. The following equity grants were awarded in January 2018:

Executive
Stock Options
(#)
RSUs
(#)
Dean A. Stoecker
153,471
64,673
Kevin Rubin
76,735
32,336
Robert S. Jones
76,735
32,336
Christopher M. Lal
33,572
14,147
Langley P. Eide (1)
43,164
18,189
(1)
Ms. Eide’s employment ended effective January 2019, and she forfeited 32,373 unvested stock options and 13,641 unvested RSUs from this grant. Ms. Eide had 90 days from the date of her resignation to exercise her vested options.
The standard vesting schedule for stock option grants awarded in 2018 provides that 25% of the options granted will vest on the first anniversary of the vesting commencement date, which in the case of the above awards was January 1, 2018, with 1/48 th of the options vesting monthly thereafter, subject to the individual’s continued service to us through the applicable vesting date. RSUs granted in 2018 also have a four-year vesting schedule, with 25% of the shares subject to the RSUs vesting on each of the first four anniversaries of the vesting commencement date, which in the case of the above awards was January 1, 2018, subject to the individual’s continued service to us through the applicable vesting date.
Additional Compensation Policies and Practices
Anti-hedging and Pledging Policies
Under our Insider Trading Policy, directors and executive officers, as well as other employees, are prohibited from engaging in the following activities with respect to our capital stock:
Hedging their interest in our shares by selling short or trading or purchasing “put” or “call” options on our capital stock or engaging in similar transactions; and

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Pledging any shares of our capital stock without prior clearance from our Corporate Compliance Officer as outlined in our Insider Trading Policy.
Employment Agreements and Severance and Change in Control Benefits
We have entered into written employment agreements with each of our named executive officers that set forth the terms of their employment, including initial base salaries and eligibility to earn a discretionary bonus, as well as standard confidential information and invention assignment agreements. Each of our named executive officers is employed “at will.” These arrangements are further described under the section below titled “—Offer Letters.”
Our named executive officers are entitled to certain severance and change in control benefits under the terms of severance & change in control agreements. Upon a qualifying termination outside of the change in control period, our named executive officers will be entitled to receive six to 12 months of base salary and COBRA payments for the same number of months. Upon a qualifying termination during the change in control period, our named executive officers will be entitled to receive nine to 18 months of base salary, COBRA payments for the same number of months and full acceleration of then-outstanding but unvested equity awards, except that awards subject to performance criteria will accelerate if, and only to the extent, set forth in the applicable award agreement. These arrangements are further described under the section below titled “—Potential Payments Upon Termination or Change in Control.”
Given the nature and competitiveness of our industry, the compensation committee believes these severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent. Our change in control benefits are intended to allow employees, including our named executive officers, to focus their attention on the business operations of our company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control.
Broad-Based Benefits
We offer a comprehensive array of benefits to our employees, including our named executive officers. Benefit programs include a variety of health insurance plans, a 401(k) plan with company matching contributions at board-approved levels, and an employee stock purchase plan. These benefits are offered to all employees, including executive officers, in order to attract and retain employees. We do not offer defined benefit pension or other supplementary retirement benefits to employees.
As part of our overall compensation program, we provide all full-time employees, including our named executive officers, with the opportunity to participate in a defined contribution 401(k) plan. Our 401(k) plan is intended to qualify under Section 401 of the Internal Revenue Code of 1986, as amended, or the Code, so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. We have historically provided a matching contribution of 50% of employee contributions in each year with a maximum match of 6% of participating employees’ annual salaries.
Say on Pay Vote
As we are no longer considered an “emerging growth company” as defined under the JOBS Act , we will be holding our first non-binding stockholder advisory vote on the compensation of our named executive officers at the Annual Meeting. We value the opinions of our stockholders and the compensation committee and the board of directors will consider the outcome of future stockholder advisory votes, including the vote which will take place at the Annual Meeting, when we make compensation decisions for the named executive officers.
Tax and Accounting Implications of Executive Compensation
Deductibility of Executive Compensation
The compensation committee considers the deductibility of executive compensation under Section 162(m) of the Code in designing, establishing and implementing our executive compensation policies and practices. Section 162(m) generally prohibits us from deducting any compensation over $1 million per taxable year paid to certain of our named executive officers unless, under tax laws in effect prior to January 1, 2018, such compensation is treated as “performance‑based compensation” within the meaning of Section 162(m) of the Code. The Tax Cuts and Jobs Act, or the Tax Act, which was signed into law in December 2017, among other changes, repealed the exception from the deduction limit under Section 162(m) for performance-based compensation effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be

34


deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 that are not materially modified after that date. However, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) as revised by the Tax Act, including the uncertain scope of the transition relief adopted in connection with repealing Section 162(m)’s performance-based compensation exception, certain previously granted compensation intended to satisfy the requirements for performance-based compensation may in fact qualify for such exception. In addition, our compensation committee reserves the right to modify compensation that was initially intended to be exempt from the Section 162(m) deduction limit when it was granted if the compensation committee determines that such modifications are consistent with our business needs. In determining the form and amount of compensation for our named executive officers, the compensation committee will continue to consider all elements of the cost of such compensation, including the potential impact of Section 162(m).
While the compensation committee considers the deductibility of awards as one factor in determining executive compensation, the compensation committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.
Accounting for Stock-Based Compensation
In addition to considering the tax consequences, the compensation committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.
We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718, or FASB ASC Topic 718, for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our board of directors, including options to purchase shares of our Class A common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
Report of the Compensation Committee
This report of the compensation committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
Our compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Submitted by the Compensation Committee
Charles R. Cory, Chair
Mark Anderson
Eileen M. Schloss

35


Summary Compensation Table
The following table provides information concerning compensation awarded to, earned by or paid to each of our named executive officers for all services rendered in all capacities during the last three or fewer fiscal years during which such individuals were named executive officers.

Name and Principal Position
Year
Salary
($)
Stock Awards
($)
(1)
Option Awards ($) (1)
Non-Equity Incentive Plan Compensation
($)
(2)
All Other Compensation ($) (3)
Total
($)
Dean A. Stoecker
Chairman of the Board of Directors and Chief Executive Officer
2018
450,000
1,751,992

1,779,582
 
555,000

7,626

4,544,200
 
2017
375,000

 
310,438

7,219

692,657
 
2016
310,500
1,153,125

957,708
 
150,000

7,218

2,578,551
Kevin Rubin
Chief Financial Officer  
2018
365,000
875,982

889,785
 
270,000

5,128

2,405,895
 
2017
310,000

 
124,850

5,451

440,301
 
2016
223,864
353,625

2,384,014
 
78,330


3,039,833
Robert S. Jones (4)
President and Chief Revenue Officer
2018
370,000
875,982

889,785
 
455,703

8,607

2,600,077
 
2017
320,833

1,145,240
 
234,783

5,198

1,706,054
Christopher M. Lal
Senior Vice President, General Counsel and Corporate Secretary
2018
310,000
383,242

389,286
 
191,000

6,279

1,279,807
Langley P. Eide (5)
Former Chief Strategy Officer
2018
310,000
492,740

500,511
 

3,885

1,477,636

(1)
The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs and stock options granted to our named executive officers during the years ended December 31, 2016, 2017 and 2018, as applicable, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and stock options reported in the Stock Awards and Option Awards columns are set forth in Note 2 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2018. Note that the amounts reported in these columns reflect the accounting cost for these RSUs and stock options and do not correspond to the actual economic value that may be received by our named executive officers from the RSUs and stock options.
(2)
The amounts reported represent amounts earned under our 2018 Bonus Plan, in the case of Messrs. Stoecker, Rubin and Lal, and under Mr. Jones’s sales compensation plan, in the case of Mr. Jones. Payments for the year ended December 31, 2018 are described in greater detail in the sections titled “—Compensation Discussion and Analysis—2018 Earned Cash Bonuses,” “—Compensation Discussion and Analysis—Sales Compensation Plan” and “—Offer Letters”.
(3)
The amounts reported represent our matching contributions on the named executive officer’s behalf under our 401(k) plan.
(4)
Mr. Jones became our President in August 2018 and Chief Revenue Officer in February 2017.
(5)
Ms. Eide’s employment ended in January 2019 and she was therefore ineligible for a 2018 bonus. Ms. Eide also forfeited the unvested portions of the 2018 grants of RSUs and stock options.

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Grants of Plan-Based Awards Table
The following table provides information concerning each grant of an award made in 2018 for each of our named executive officers under any plan. This information supplements the information about these awards set forth in the Summary Compensation Table.

 
 
 
 
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
 
 
 
 
Name
 
Type of Award
Grant Date
Target
($)
Maximum ($)
All Other Stock Awards: Number of Shares or Stock or Units (#)
All Other Stock Option Awards: Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards   ($/Share)
Grant Date Fair Value of Stock and Option Awards ($) (2)
Dean A. Stoecker
 
Cash
N/A
450,000

675,000

 
 
 
 
 
 
Options (3)
01/05/2018



153,471


$27.09

1,779,582
 
 
RSUs (4)
01/05/2018


64,673



1,751,992
Kevin Rubin
 
Cash
N/A
219,000

328,500

 
 
 
 
 
 
Options (3)
01/05/2018



76,735

27.09

889,785
 
 
RSUs (4)
01/05/2018


32,336



875,982
Robert S. Jones
 
Cash
N/A
370,000

555,000

 
 
 
 
 
 
Options (3)
01/05/2018


 
76,735

27.09

889,785
 
 
RSUs (4)
01/05/2018


32,336



875,982
Christopher M. Lal
 
Cash
N/A
155,000

232,500

 
 
 
 
 
 
Options (3)
01/05/2018



33,572

27.09

389,286
 
 
RSUs (4)
01/05/2018


14,147



383,242
Langley P. Eide (5)
 
Cash
N/A
170,500

255,750

 
 
 
 
 
 
Options (3)
01/05/2018



43,164

27.09

500,511
 
 
RSUs (4)
01/05/2018


18,189



492,740
(1)
Reflects target and maximum target bonus amounts for 2018 performance under our 2018 Bonus Plan, as described in “—Compensation Discussion and Analysis—2018 Earned Cash Bonuses,” and the sales compensation plan, as described in “— Compensation Discussion and Analysis—Sales Compensation Plan”, as applicable. There are no threshold bonus amounts for each individual officer established under the 2018 Bonus Plan. These amounts do not necessarily correspond to the actual amounts that were received by our named executive officers.
(2)
The amounts reported in this column represent the grant date fair value of each award as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and stock options reported in this column are set forth in Note 2 to the audited consolidated financial statements included in our annual report on Form 10‑K for the year ended December 31, 2018. Note that the amounts reported in these columns reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by our named executive officers from the awards.
(3)
The stock option vests at a rate of 1/4th of the total number of shares of Class A common stock underlying the stock option on the one-year anniversary of the vesting commencement date, and vests at a rate of 1/48th of the total number of shares of Class A common stock underlying the stock option each month following such one-year anniversary. The stock option is subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
(4)
The RSUs vest at a rate of 1/4th of the total number of RSUs on the one-year anniversary of the vesting commencement date, and vest at a rate of 1/4th of the total number of RSUs on each yearly anniversary thereafter. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
(5)
Ms. Eide’s employment ended effective January 2019, and she forfeited 32,373 unvested stock options and 13,641 unvested RSUs from the 2018 grant. Ms. Eide had 90 days from the date of her resignation to exercise her vested stock options.


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Outstanding Equity Awards at Fiscal Year-End Table
The following table presents, for each of the named executive officers, information regarding outstanding stock options and RSU awards held as of December 31, 2018.

 
Option Awards (1)
 
Stock Awards
Name
Grant Date
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Option Exercise Price ($)
Option Expiration Date
 
Number of Shares or Units of Stock That Have Not Vested (#)
Market Value of Shares or Units of Stock That Have Not Vested ($) (2)
Dean A. Stoecker
11/29/2016 (3)
97,663

89,837

12.30

11/29/2026

 


 
11/29/2016 (4)




 
46,874

2,787,597

 
01/05/2018 (5)

153,471

27.09

01/05/2028

 


 
01/05/2018 (6)




 
64,673

3,846,103

Kevin Rubin
04/30/2016 (3)
154,806

176,896

9.50

04/30/2026

 


 
11/29/2016 (3)
29,952

27,548

12.30

11/29/2026

 


 
11/29/2016 (4)




 
14,374

854,822

 
01/05/2018 (5)

76,735

27.09

01/05/2028

 


 
01/05/2018 (6)




 
32,336

1,923,022

Robert S. Jones
02/07/2017 (3)
7,000

104,159

13.84

02/07/2027

 


 
01/05/2018 (5)

76,735

27.09

01/05/2028

 


 
01/05/2018 (6)




 
32,336

1,923,022

Christopher M. Lal
09/01/2016 (3)
21,713

52,080

9.94

09/01/2026

 


 
11/29/2016 (3)
3,645

16,767

12.30

11/29/2026

 


 
11/29/2016 (4)




 
8,750

520,363

 
01/05/2018 (5)

33,572

27.09

01/05/2028

 


 
01/05/2018 (6)




 
14,147

841,322

Langley P. Eide (7)
05/13/2015 (3)
13,020

10,416

4.34

05/13/2025

 


 
11/29/2016 (3)
6,004

26,826

12.30

11/29/2026

 


 
11/29/2016 (4)




 
14,000

832,580

 
01/05/2018 (5)

43,164

27.09

01/05/2028

 


 
01/05/2018 (6)




 
18,189

1,081,700

 
(1)
Outstanding equity awards with a grant date prior to March 22, 2017, the date our 2017 Plan became effective, were granted under our Amended and Restated 2013 Stock Plan, or 2013 Plan, and outstanding equity awards with a grant date on or after March 22, 2017 were granted under our 2017 Plan.
(2)
The market price for our Class B common stock is based on the last reported sale price of our Class A common stock on December 31, 2018.
(3)
The stock option vests at a rate of 1/4th of the total number of shares of Class B common stock underlying the stock option on the one-year anniversary of the vesting commencement date and vests at a rate of 1/48th of the shares of the total number of Class B common stock underlying the stock option each month following such one-year anniversary. The stock option is subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
(4)
The RSUs only vest upon the satisfaction of both (i) a time and service-based vesting condition and (ii) a liquidity-based vesting condition. The time and service-based vesting condition provides that 1/4th of the total number of RSUs shall vest on each of the first, second, third and fourth annual anniversaries of the grant date. The liquidity-based vesting condition was satisfied in September 2017. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”

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(5)
The stock option vests at a rate of 1/4th of the total number of shares of Class A common stock underlying the stock option on the one-year anniversary of the vesting commencement date, and vests at a rate of 1/48th of the total number of shares of Class A common stock underlying the stock option each month following such one-year anniversary. The stock option is subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
(6)
The RSUs vest at a rate of 1/4th of the total number of RSUs on the one-year anniversary of the vesting commencement date, and vest at a rate of 1/4th of the total number of RSUs on each yearly anniversary thereafter. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
(7)
Ms. Eide’s employment ended effective January 2019, and she forfeited any unvested RSUs and stock options at that time. Ms. Eide had 90 days from the date of her resignation to exercise her vested stock options.

On December 20, 2018, our compensation committee approved grants of RSU awards and stock option awards to purchase shares of Class A common stock to our named executive officers. The stock options were granted on March 4, 2019 as follows: Dean A. Stoecker — 93,584; Robert S. Jones — 40,990; Kevin Rubin — 40,990; and Christopher M. Lal — 17,993. One-third of the total number of shares subject to each stock option award vests on January 1, 2020 and an additional 1/36th of the total number of shares subject to the stock option award vests monthly thereafter, in each case, subject to the status of “Participant’s Service” (as defined in the 2017 Plan) through each vesting date. The RSUs were granted on March 4, 2019 as follows: Dean A. Stoecker — 40,513; Robert S. Jones — 17,745; Kevin Rubin — 17,745; and Christopher M. Lal — 7,763. The RSUs granted to our named executive officers vest at a rate of 1/3rd of the total number of RSUs on January 1, 2020, and on each yearly anniversary thereafter, subject to the status of “Participant’s Service” (as defined in the 2017 Plan) through each vesting date. On December 20, 2018, the compensation committee also approved the award of stock options and RSUs for Langley P. Eide. However, her employment ended in January 2019, prior to the date the above stock options and RSUs were granted to our named executive officers, and therefore Ms. Eide’s equity awards were not granted. The stock options and RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”
Stock Option Exercises and Stock Vested Table
The following table presents, for each of our named executive officers, the number of shares of our common stock acquired upon the exercise of stock options or vesting and settlement of RSUs during 2018 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

 
Stock Option Awards
 
Stock Awards
Name
Number of Shares Acquired on Exercise (#)
Value Realized on Exercise
($) (1)(2)
 
Number of Shares Acquired on Vesting (#)
Value Realized on Vesting
($) (3)
Dean A. Stoecker


 
23,438

1,367,842

Kevin Rubin
159,000

6,210,997

 
7,188

419,492

Robert S. Jones
88,840

2,230,902

 


Christopher M. Lal
50,795

1,852,103

 
4,375

255,325

Langley P. Eide
99,734

 4,235,561

 
7,000

408,520

(1)
These values assume that the fair market value of the Class B common stock underlying certain of the stock options, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares.
(2)
The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our Class B common stock, assumed to be equal to our Class A common stock as described in footnote (1) above, on the date of exercise and the aggregate exercise price of the stock option.
(3)
These values assume that the fair market value of the Class B common stock underlying certain of the RSUs, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares. The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price on the New York Stock Exchange of a share of Class A common stock on the date prior to the day of vesting.
Offer Letters
We have entered into offer letters with each of the named executive officers. In addition, each of our named executive officers has executed a form of our standard confidential information and invention assignment agreement. Any potential payments and benefits due upon a termination of employment or a change in control of us are further described below in “—Potential Payments upon Termination or Change in Control.”

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Dean A. Stoecker
In February 2017, we entered into an amended and restated offer letter with Mr. Stoecker, our Chairman and Chief Executive Officer. The offer letter has no specific term and provides for at-will employment. The offer letter provides for an annual base salary of $375,000, subject to periodic review. Effective January 1, 2018, and as of December 31, 2018, Mr. Stoecker’s annual base salary was $450,000. Under the offer letter, Mr. Stoecker is also eligible to earn a discretionary annual bonus based on achievement of specified performance goals, in an amount up to 80% of his annual base salary. Effective January 1, 2018, and as of December 31, 2018, Mr. Stoecker’s target bonus was 100%.
For information regarding payments made to Mr. Stoecker for the year ended December 31, 2018 under our 2018 Bonus Plan, see the section titled “— Compensation Discussion and Analysis—2018 Earned Cash Bonuses.”
Kevin Rubin
In February 2017, we entered into an amended and restated offer letter with Kevin Rubin, our Chief Financial Officer. The offer letter has no specific term and provides for at-will employment. The offer letter provides for an annual base salary of $310,000, subject to periodic review. Effective January 1, 2018, and as of December 31, 2018, Mr. Rubin’s annual base salary was $365,000. Under the offer letter, Mr. Rubin is also eligible to earn a discretionary annual bonus based on achievement of specified performance goals, in an amount up to 50% of his annual base salary. Effective January 1, 2018, and as of December 31, 2018, Mr. Rubin’s target bonus was 60%.
For information regarding payments made to Mr. Rubin for the year ended December 31, 2018 under our 2018 Bonus Plan, see the section titled “— Compensation Discussion and Analysis—2018 Earned Cash Bonuses.”
Robert S. Jones
In March 2017, we entered into an amended and restated offer letter with Robert S. Jones, our President and Chief Revenue Officer. The offer letter has no specific term and provides for at-will employment. The offer letter provides for an annual base salary of $350,000, subject to periodic review. Effective January 1, 2018, and as of December 31, 2018, Mr. Jones’s annual base salary was $370,000. Under the offer letter, Mr. Jones is also eligible to earn variable compensation in accordance with a sales compensation plan in an amount up to $250,000. Effective January 1, 2018, and as of December 31, 2018, Mr. Jones’s target variable compensation was $370,000.
For information regarding payments made to Mr. Jones for the year ended December 31, 2018 under his sales compensation plan, see the section titled “— Compensation Discussion and Analysis—Sales Compensation Plan.”
Christopher M. Lal
In March 2017, we entered into an amended and restated offer letter with Christopher M. Lal, our Senior Vice President, General Counsel and Corporate Secretary. The offer letter has no specific term and provides for at-will employment. The offer letter provides for an annual base salary of $265,000, subject to periodic review. Effective January 1, 2018, and as of December 31, 2018, Mr. Lal’s annual base salary was $310,000. Under the offer letter, Mr. Lal is also eligible to earn a discretionary annual bonus based on achievement of specified performance goals, in an amount up to 35% of his annual base salary. Effective January 1, 2018, and as of December 31, 2018, Mr. Lal’s target bonus was 50%.
For information regarding payments made to Mr. Lal for the year ended December 31, 2018 under our 2018 Bonus Plan, see the section titled “— Compensation Discussion and Analysis—2018 Earned Cash Bonuses.”
Langley P. Eide
In March 2017, we entered into an amended and restated offer letter with Langley P. Eide, then our Senior Vice President, Strategy and Operations and most recently our Chief Strategy Officer. The offer letter had no specific term and provided for at-will employment. The offer letter provided for an annual base salary of $232,700, subject to periodic review. Effective January 1, 2018, and as of December 31, 2018, Ms. Eide’s annual base salary was $310,000. Under the offer letter, Ms. Eide was also eligible to earn a discretionary annual bonus based on achievement of specified performance goals, in an amount up to 45% of her annual base salary. Effective January 1, 2018, and as of December 31, 2018, Ms. Eide’s target bonus was 55%. Ms. Eide’s employment ended in January 2019.

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Potential Payments upon Termination or Change in Control
In March 2017, we entered into severance and change in control agreements, or Severance & Change in Control Agreements, with each of our named executive officers. These agreements provide for each of our named executive officers to receive the benefits described below upon either a termination by us of the executive officer’s employment without “cause” or a voluntary resignation by the executive officer from his or her employment with “good reason” (each as defined in the Severance & Change in Control Agreement). We refer to either of these terminations as a “qualifying termination.” These benefits are contingent upon the executive officer executing a customary release of claims.
The benefits provided under the Severance & Change in Control Agreements vary depending on whether the executive officer is subject to the qualifying termination within a period beginning three months before a change in control (as defined in the Severance & Change in Control Agreement) and ending 12 months after a change in control, or the change in control period.
If a qualifying termination occurs prior to or after the change in control period, each of Messrs. Stoecker, Rubin, Jones and Lal will be entitled to: (i) 12 months’, nine months’, nine months’ and six months’ of continued payment of base salary, respectively, and (ii) if the executive officer elects to continue his or her health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, then payment of the premiums for his or her continued health insurance (or equivalent cash payment, if applicable law so requires) for up to 12 months, nine months, nine months and six months, respectively.
If a qualifying termination occurs during the change in control period, Messrs. Stoecker, Rubin, Jones and Lal will be entitled to: (i) 18 months’, 12 months’, 12 months’ and nine months’ continued payment of base salary, respectively, (ii) if the executive officer elects to continue his or her health insurance coverage under COBRA, then payment of the premiums for his or her continued health insurance (or equivalent cash payment, if applicable law so requires) for up to 18 months, 12 months, 12 months and nine months, respectively, and (iii) full acceleration of each of the executive officer’s then-outstanding but unvested equity awards, except that awards subject to the satisfaction of performance criteria will accelerate if, and only to the extent, set forth in the applicable award agreement. These benefits and acceleration are contingent upon the consummation of the change in control.
If a change in control occurs and our successor or acquirer refuses to assume, convert, replace or substitute the then‑outstanding and unvested equity awards held by the named executive officers, then those awards will accelerate in full, except that awards subject to the satisfaction of performance criteria will accelerate if, and only to the extent, set forth in the applicable award agreement.
The Severance & Change in Control Agreements with the named executive officers are in effect for three years, unless renewed, or earlier terminated, subject to certain limitations. The benefits under the Severance & Change in Control Agreements supersede all other agreements and understandings between us and the named executive officers with respect to severance and vesting acceleration.
Ms. Eide was not entitled to any benefits under her Severance & Change in Control Agreement upon the termination of her employment.
In addition to the Severance & Change in Control Agreements that we have entered into with our named executive officers, we have entered into Severance & Change in Control Agreements with each of our other executive officers on similar terms provided to our named executive officers.
The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our named executive officers. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2018, and the price per share of our Class A common stock is the closing price on the New York Stock Exchange as of December 31, 2018 ($59.47). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of 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.


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Upon Qualifying Termination - No Change in Control
Upon Qualifying Termination - Change in Control
Name
Cash Severance ($) (1)
Continuation of Medical Benefits ($)
Value of Accelerated Vesting ($) (2)
Total ($)
Cash
Severance
($)
(1)
Continuation of Medical Benefits ($)
Value of Accelerated Vesting ($) (2)
Total ($)
Dean A. Stoecker
450,000
13,128

463,128
675,000
19,693

15,840,702
16,535,395
Kevin Rubin
273,750
19,547

293,297
365,000
26,063

15,401,455
15,792,518
Robert S. Jones
277,500
13,646

291,146
370,000
18,194

9,160,476
9,548,670
Christopher M. Lal
155,000
 

155,000
232,500

5,819,168
6,051,668
Langley P. Eide (3)
155,000
7,656

162,656
232,500
11,484

5,151,547
5,395,531
(1)
The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2018.
(2)
The value of accelerated vesting is calculated based on the per share closing price of our Class A common stock on the New York Stock Exchange as of December 31, 2018 ($59.47) less, if applicable, the exercise price of each outstanding stock option. Accelerated vesting occurs only in the event of a qualifying termination during a change in control period.
(3)
Ms. Eide’s employment ended in January 2019.
Limitations on Liability and Indemnification Matters
Our restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law, or DGCL. Consequently, our directors are not personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:
any breach of the director’s duty of loyalty to us or our stockholders;
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
any transaction from which the director derived an improper personal benefit.
Our restated certificate of incorporation and our restated bylaws require us to indemnify our directors and officers to the maximum extent not prohibited by the DGCL and allow us to indemnify other employees and agents as set forth in the DGCL. Subject to certain limitations, our restated bylaws also require us to advance expenses incurred by our directors and officers for the defense of any action for which indemnification is required or permitted.
We have entered, and intend to continue to enter, into separate indemnification agreements with our directors, officers and certain of our key employees, in addition to the indemnification provided for in our restated certificate of incorporation and restated bylaws. These agreements, among other things, require us to indemnify our directors, officers and key employees for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually incurred by these individuals in any action or proceeding arising out of their service to us or any of our subsidiaries or any other company or enterprise to which these individuals provide services at our request. Subject to certain limitations, our indemnification agreements also require us to advance expenses incurred by our directors, officers and key employees for the defense of any action for which indemnification is required or permitted.
We believe that provisions of our restated certificate of incorporation, restated bylaws and indemnification agreements are necessary to attract and retain qualified directors, officers and key employees. We also maintain directors’ and officers’ liability insurance.
The limitation of liability and indemnification provisions in our restated certificate of incorporation and restated bylaws or in these indemnification agreements may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Rule 10b5-1 Sales Plans
Certain of our directors and executive officers have adopted written plans, known as Rule 10b5-1 plans, in which they have contracted with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend or terminate the plan in specified circumstances.


43


EQUITY COMPENSATION PLAN INFORMATION
The following table presents information as of December 31, 2018 with respect to compensation plans under which shares of our Class A common stock or Class B common stock may be issued.

Plan category
Number of
securities
to be issued upon exercise
of outstanding securities (#)
Weighted-average exercise price
of outstanding
options ($)
(1)
Number of   securities   remaining available   for future   issuance under   equity compensation   plans   (excluding securities   reflected in   column(a))(#)
 
(a)
(b)
(c)
Equity compensation plans approved by security holders (2)
5,264,447

9.60

8,399,551 (3)

Equity compensation plans not approved by security holders



Total
5,264,447

9.60

8,399,551

 
(1)
The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price.
(2)
Includes the 2013 Plan and 2017 Plan and excludes purchase rights accruing under the 2017 Employee Stock Purchase Plan, or 2017 ESPP.
(3)
There are no shares of common stock available for issuance under our 2013 Plan, but that plan will continue to govern the terms of options and RSUs granted thereunder. Any shares of Class B common stock that are subject to outstanding awards under the 2013 Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason without having been exercised in full will generally be available for future grant and issuance as shares of Class A common stock under our 2017 Plan. In addition, the number of shares reserved for issuance under our 2017 Plan increased automatically by 3,078,229 on January 1, 2019 and will increase automatically on the first day of January of each of 2020 through 2027 by the number of shares equal to 5% of the total issued and outstanding shares of our Class A common stock and Class B common stock as of the immediately preceding December 31 or a lower number approved by our board of directors. As of December 31, 2018, there were 1,467,998 shares of Class A common stock available for issuance under the 2017 ESPP. The number of shares reserved for issuance under our 2017 ESPP increased automatically by 615,645 on January 1, 2019 and will increase automatically on the first day of January of each year during the term of the 2017 ESPP by the number of shares equal to 1% of the total outstanding shares of our Class A common stock and Class B common stock as of the immediately preceding December 31 or a lower number approved by our board of directors.


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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In addition to the executive officer and director compensation arrangements discussed above under “Executive Compensation” and “Proposal No. 1—Election of Directors—Director Compensation,” respectively, since January 1, 2018, the following are the only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest.
Employment Arrangement with an Immediate Family Member of Our Chairman and Chief Executive Officer
Reed Stoecker, the son of Dean A. Stoecker, our Chairman and Chief Executive Officer, is a sales employee in strategic accounts. During the year ended December 31, 2018, Reed Stoecker had total cash compensation, including base salary, bonus, and other cash compensation, of $0.5 million.
Reed Stoecker’s cash compensation was based on reference to external market practice of similar positions or internal pay equity when compared to the compensation paid to employees in similar positions who were not related to our Chairman and Chief Executive Officer. Reed Stoecker was also eligible for and granted equity awards on the same general terms and conditions as applicable to employees in similar positions who were not related to our Chairman and Chief Executive Officer.
Employment Arrangement with an Immediate Family Member of One of Our Directors
Piero Bellizzi, the son of John Bellizzi, a member of our board of directors, is a sales employee in enterprise accounts. During the year ended December 31, 2018, Piero Bellizzi had total cash compensation, including base salary, bonus, and other cash compensation, of $0.1 million.
Piero Bellizzi’s cash compensation was based on reference to external market practice of similar positions or internal pay equity when compared to the compensation paid to employees in similar positions who were not related to members of our board of director. Piero Bellizzi was also eligible for and granted equity awards on the same general terms and conditions as applicable to employees in similar positions who were not related to members of our board of directors.
Commercial Relationship with Affiliates of one of our Directors
From time to time, affiliates of Thomson Reuters U.S. LLC, or Thomson Reuters, have purchased products and services from us. John Bellizzi, a member of our board of directors, is the Global Head of Corporate Development at Thomson Reuters. During the year ended December 31, 2018, the total amount billed to Thomson Reuters for such products and services was $1.7 million. The amount receivable from Thomson Reuters was $1.1 million as of December 31, 2018.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our restated bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our restated bylaws also require us to advance expenses incurred by our directors and officers.
For more information regarding these agreements, see the section titled “Executive Compensation—Limitations on Liability and Indemnification Matters.”
Review, Approval or Ratification of Transactions with Related Parties
Our written related party transactions policy and the charters of our audit committee and nominating and corporate governance committee adopted by our board of directors require that any transaction with a related person that must be reported under applicable rules of the SEC must be reviewed and approved or ratified by our audit committee, unless the related party is, or is associated with, a member of that committee, in which event the transaction must be reviewed and approved by our nominating and corporate governance committee.

45


REPORT OF THE AUDIT COMMITTEE
The information contained in the following report of our audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act unless and only to the extent that we specifically incorporate it by reference.
Our audit committee has reviewed and discussed with our management and Deloitte & Touche LLP our audited consolidated financial statements for the year ended December 31, 2018. Our audit committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by Auditing Standard No. 1301 adopted by the Public Company Accounting Oversight Board (United States) regarding “ Communications with Audit Committees .”
Our audit committee has received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with our audit committee concerning independence and has discussed with Deloitte & Touche LLP its independence from us.
Based on the review and discussions referred to above, our audit committee recommended to our board of directors that the audited consolidated financial statements be included in our annual report on Form 10-K for the year ended December 31, 2018 for filing with the U.S. Securities and Exchange Commission.
Submitted by the Audit Committee
Timothy I. Maudlin, Chair
Kimberly E. Alexy
Charles R. Cory

46


ADDITIONAL INFORMATION
Stockholder Proposals to be Presented at Next Annual Meeting
Our restated bylaws provide that, for stockholder nominations to our board of directors or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Corporate Secretary at Alteryx, Inc., 3345 Michelson Drive, Suite 400, Irvine, California 92612, Attn: Corporate Secretary.
To be timely for our 2020 annual meeting of stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices not earlier than the close of business Pacific Time on February 7, 2020 and not later than the close of business Pacific Time on March 8, 2020. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our restated bylaws.
Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2020 annual meeting of stockholders must be received by us not later than December 14, 2019 in order to be considered for inclusion in our proxy materials for that meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of the copies of such forms furnished to us and written representations from the directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in the year ended December 31, 2018, except for the following: a Form 4 was not timely filed for Derek Knudsen.
Available Information
We will mail, without charge, upon written request, a copy of our annual report on Form 10-K for the year ended December 31, 2018, including the financial statements and list of exhibits, and any exhibit specifically requested. Requests should be sent to:
Alteryx, Inc.
3345 Michelson Drive, Suite 400
Irvine, California 92612
Attn: Corporate Secretary
The annual report is also available at https://investor.alteryx.com under “SEC Filings” in the “Financials” section of our website.
Electronic Delivery of Stockholder Communications
We encourage you to help us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your stockholder communications electronically via e-mail. With electronic delivery, you will be notified via e-mail as soon as future annual reports and proxy statements are available on the Internet, and you can submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery:
Registered Owner (you hold our common stock in your own name through our transfer agent, American Stock Transfer & Trust Company, LLC, or you are in possession of stock certificates): visit www.astfinancial.com and log into your account to enroll.
Beneficial Owner (your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee.

47


Your electronic delivery enrollment will be effective until you cancel it. Stockholders who are record owners of shares of our common stock may call American Stock Transfer & Trust Company, LLC, our transfer agent, at (800) 937-5449 or visit www.astfinancial.com with questions about electronic delivery.
“Householding”—Stockholders Sharing the Same Last Name and Address
The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our annual report and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees and helps protect the environment as well.
This year, a number of brokers with account holders who are our stockholders will be “householding” our annual report and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of annual report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by calling Broadridge at (866) 540-7095 or writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.
Upon written or oral request, we will promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, our annual report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, annual report and other proxy materials, you may write our Corporate Secretary at 3345 Michelson Drive, Suite 400, Irvine, California 92612, Attn: Corporate Secretary, telephone number (888) 836-4274. 

Any stockholders who share the same address and receive multiple copies of our Notice of Internet Availability or annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding or our Corporate Secretary at the address or telephone number listed above.
OTHER MATTERS
Our board of directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to our board of directors, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.
 
 
By Order of the Board of Directors
 
ALTERYXPROXYSTATEMENT_IMAGE3.GIF
 
Christopher M. Lal
Senior Vice President, General Counsel and Corporate Secretary
 
 

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