Named Executive Officers generally consisted of a base salary and annual bonus opportunity. In the summer of 2021, we changed the cadence of decision making for long-term incentives and the
timing of annual equity grants for our executive officers to align with the beginning of our fiscal year each year. As a result, subsequent to the annual equity awards granted to executive officers in May 2020 (in fiscal 2020), no annual equity
awards were granted to executive officers until July 2021 (in fiscal 2022). Accordingly, our Named Executive Officers, with the exception of Mr. Clayton, were not awarded long-term incentives during fiscal 2021. As a new hire, Mr. Clayton
was awarded an initial restricted stock unit (RSU) grant in connection with his appointment as our Chief Revenue Officer effective September 8, 2020.
During fiscal 2021, our Compensation Committee approved base salary increases for our executives between 5.2% and 16.7%, with such changes effective as of
January 1, 2021 for all Named Executive Officers except Ms. Bora Chung who had received a promotional increase effective September 8, 2020. Cash bonus payments for fiscal 2021 were determined primarily based on our performance against pre-established targets for our key growth metric, Core Revenue. In July 2021, based on our actual performance for the year far exceeding our targets, our Compensation Committee approved cash bonus payments equal to
150% of target bonuses, subject to adjustment up or down by a maximum of 20% based on an evaluation of each executives individual performance during the year.
Fiscal 2020 Annual Meeting and Stockholder Engagement
Prior to fiscal 2021, we were an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended. As permitted by
the scaled disclosure requirements for emerging growth companies, we provided limited discussion of the fiscal 2020 compensation decisions for executive officers in our 2020 proxy statement; in addition, as an emerging growth company we
were not required to hold a non-binding, stockholder advisory vote on the compensation of our Named Executive Officers (a
Say-on-Pay vote). As described elsewhere in this Proxy Statement, we will hold our first
Say-on-Pay vote at the Annual Meeting.
At our 2020 Annual Meeting of
Stockholders (the 2020 Annual Meeting), Peter Kight, our Lead Independent Director and a member of our Compensation Committee, received 58% support for his reelection to our Board of Directors. Prior to the 2020 Annual Meeting, we
learned that Institutional Shareholder Services, Inc., an influential proxy advisory firm, had recommended a withhold vote for Mr. Kight due to concerns regarding our executive compensation program and related disclosures.
Following our 2020 Annual Meeting, and in recognition of the need to better understand the views of our stockholders, our Compensation Committee directed our
senior management to conduct a comprehensive stockholder outreach program to learn more about our stockholders opinions and to identify possible areas for improvement and enhancement within our executive compensation program. In Autumn 2021,
our Chief Financial Officer and our Head of Investor Relations reached out to our largest stockholders representing, in the aggregate, approximately 45% of our issued and outstanding common stock to discuss the results of our 2020 Annual Meeting and
our executive compensation program, as well as our corporate environmental, social and governance practices.
Upon the completion of our stockholder
outreach program, our senior management discussed the feedback received from our stockholders with our Compensation Committee. In addition, our Compensation Committee obtained observations, recommendations and other advice on potential enhancements
to the disclosure about our executive compensation program from its compensation consultant, Compensia. Through these discussions, we identified that our stockholders desire increased transparency and disclosure regarding our executive compensation
decisions.
As permitted by the scaled disclosure requirements for emerging growth companies, we provided limited discussion of the fiscal
2020 compensation decisions for our CEO, René Lacerte, in our 2020 proxy statement. Mr. Lacertes fiscal 2020 compensation was comprised primarily of long-term equity awards, which included the grant of 160,000 RSUs and 95,000 stock
options with an exercise price of $69.67 per
32