DEF 14A 1 modndef14a2022annualmeetin.htm DEF 14A Document
Model N, Inc.
Shareholder Annual Meeting in a DEF 14A on 01/07/2022   Download
SEC Document
SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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 o
Check the appropriate box:
o    Preliminary Proxy Statement
o    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x    Definitive Proxy Statement
o    Definitive Additional Materials
o    Soliciting Material under § 240.14a-12

Model N, 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.
o    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:
o    Fee paid previously with preliminary materials.
o    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:





modelnlogo.jpg
January 7, 2022


Dear Fellow Stockholders:
As our 2022 Annual Meeting approaches, it is my privilege as the non-executive Chair of the Board of Directors to reflect on the past year and share some highlights directly with you. As a Board, we worked to provide independent oversight of Model N’s management team, and engaged in continuous dialogue concerning corporate strategy, business objectives and corporate sustainability.
Board Oversight of Corporate Strategy and Diversity
Over the course of the past year, our management team remained steadfast in its focus on Model N’s operating performance, successfully continuing to transition from an on-premise to a SaaS business model. Model N’s overall sales velocity continued to accelerate as we closed 34% more total deals in fiscal year 2021 compared to the previous fiscal year. The management team also made significant progress integrating the acquisition of Deloitte's life science pricing and contracting business. Rebranded as Business Services, the acquisition has significantly expanded Model N’s total addressable market, enabling us to sell to pre-revenue companies up to the largest corporations in the world by enabling an integrated software and services revenue management solution for their needs.
The Board is committed to its role as your fiduciaries, and we believe that our Directors’ diverse skills and backgrounds represent the expertise required for effective oversight of Model N’s evolving business and strategies. The Board proactively refreshed itself over the recent years to add diverse new Board members who have significant experience serving as executive, marketing or product development leaders at technology and healthcare companies to oversee management’s continued expansion of Model N’s customer base and successful SaaS transitions. In addition to having three women on our Board, I am proud to share that three members of our Board are also racially or ethnically diverse.
Shareholder Engagement and Corporate Sustainability
The Board places a high priority on listening and responding to shareholder feedback. One area of particular focus for our Board was in considering valuable stockholder feedback related to environmental, social and governance (“ESG”) matters, discussions in which I personally participated. After incorporating shareholder feedback into our ESG materiality assessment process, Model N published its first Sustainability Report under the direction of the Board, which describes how Model N manages ESG factors that are material to our business. Although our inaugural report is a small first step in this important journey to begin disclosing our ESG practices, we have begun to align our focus on corporate social responsibility with certain United Nations Sustainable Development Goals to do our part in contributing to finding solutions to local and global ESG challenges. A summary of Model N’s ESG approach is described on page 10 of this proxy statement.
We believe our actions in 2021 demonstrate our steadfast commitment to both business and ESG excellence, as well as responsiveness to our shareholders. As Chairman of the Board, I am proud to work closely with my fellow independent directors and Model N’s management team to ensure that Model N is a well-governed company focused on creating value for all our stakeholders. We pledge to continue to work hard for you to ensure the sustainability and success of Model N’s long-term strategies. Thank you for your continued support.

Best regards,
balsignature.jpg
Baljit Dail
Non-Executive Chair of the Board




MODEL N, INC.
777 MARINERS ISLAND BOULEVARD, SUITE 300
SAN MATEO, CALIFORNIA 94404
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 11:30 a.m. Pacific Time on Friday, February 18, 2022
TO THE HOLDERS OF COMMON STOCK OF MODEL N, INC.:
The Annual Meeting of Stockholders of Model N, Inc., a Delaware corporation (“Model N”), will be held on Friday, February 18, 2022 at 11:30 a.m. Pacific Time via live webcast at https://web.lumiagm.com/291527551 (password: Modn2022) for the following purposes:
1.    To elect three Class III directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal;
2.     To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022;
3.    To hold a non-binding advisory vote on the compensation of our named executive officers as disclosed in this proxy statement; and
4.    To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The Board of Directors of Model N has fixed the close of business on December 21, 2021 as the record date for the meeting. Only stockholders of record of our common stock at the close of business on December 21, 2021 are entitled to notice of and to vote at the meeting. Further information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request the list of stockholders through our investor relations website at https://investor.modeln.com/resources/information-request-form/. The stockholder list will also be available during the live webcast at https://web.lumiagm.com/291527551 (password: Modn2022). Further information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

A Notice Regarding the Availability of Proxy Materials (“Notice”) is being mailed to stockholders of record as of the record date beginning on or about January 7, 2022. The Notice contains instructions on how to access our proxy statement for our 2022 Annual Meeting of Stockholders and our Annual Report on Form 10-K for our fiscal year ended September 30, 2021 (together, the proxy materials). The Notice also provides instructions on how to vote online and how to receive an email or paper copy of proxy materials. The proxy materials can be accessed directly at the following Internet address:
http://investor.modeln.com/annual-meeting/Index?KeyGenPage=1073749823.
If you have any questions regarding this information or the proxy materials, please visit our website at www.modeln.com or contact our investor relations department at (415) 877-4012.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of Model N and look forward to receiving your proxy.

By order of the Board of Directors,
jasonblessingsignature.jpg
Jason Blessing
Chief Executive Officer
San Mateo, California
January 7, 2022




TABLE OF CONTENTS
QUESTIONS AND ANSWERS
PROPOSAL NO. 1—ELECTION OF DIRECTORS
Director Independence
Leadership Structure
Risk Oversight
Executive Sessions of Independent Directors
Codes of Conduct
Meetings of the Board of Directors
Committees of the Board of Directors
Compensation Committee Interlocks and Insider Participation
Considerations in Evaluating Director Nominees
Stockholder Recommendations for Nominations to the Board of Directors
Non-Employee Director Compensation
Communications with the Board of Directors
RELATED PERSON TRANSACTIONS
EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION




SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements. All statements contained in this proxy statement other than statements of historical fact, including statements regarding our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “continue,” “anticipate,” “intend,” “expect,” “seek”, and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. We are under no duty to update any of these forward-looking statements after the date of this proxy statement.
As used in this proxy statement, the terms “Model N,” “we,” “us,” and “our” mean Model N, Inc. and its subsidiaries unless the context indicates otherwise.




modelnlogo.jpg
MODEL N, INC.
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
PROXY STATEMENT
FOR 2022 ANNUAL MEETING OF STOCKHOLDERS
to be held on Friday, February 18, 2022 at 11:30 a.m. PT
This proxy statement and the enclosed form of proxy are furnished in connection with solicitation of proxies by our Board of Directors for use at the annual meeting of stockholders (the “Annual Meeting”) to be held at 11:30 a.m. PT on Friday, February 18, 2022, and any postponements or adjournments thereof. The Annual Meeting will be held via live webcast at https://web.lumiagm.com/291527551 (password: Modn2022). Beginning on or about January 7, 2022, we mailed to our stockholders a Notice Regarding the Availability of Proxy Materials (“Notice”) containing instructions on how to access our proxy materials.
QUESTIONS AND ANSWERS
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.
What matters am I voting on?
You will be voting on:
the election of three Class III directors to hold office until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal;
a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022;
a proposal to hold a non-binding advisory vote on the compensation of our named executive officers as disclosed in this proxy statement; and
any other business that may properly come before the meeting.
How does the Board of Directors recommend I vote on these proposals?
The Board of Directors recommends a vote:
FOR the re-election of Jason Blessing, Kim DeCarlis and Dave Yarnold, our nominees for Class III directors;
FOR the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022; and
FOR the non-binding advisory vote on the compensation of our named executive officers as disclosed in this proxy statement.
Who is entitled to vote?
Holders of our common stock as of the close of business on December 21, 2021, the record date, may vote at the Annual Meeting. As of the record date, we had 36,432,699 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each holder of common stock of Model N will be entitled to one vote for each share of common stock held as of the close of business on the record date. We do not have cumulative voting rights for the election of directors.
Registered Stockholders. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting.
1


Street Name Stockholders. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and the Notice was forwarded to you by your broker or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since beneficial owners are not stockholders of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.
How do I vote?
There are four ways for stockholders of record to vote:
by Internet at http://www.voteproxy.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on February 17, 2022 (have your Notice or proxy card in hand when you visit the website);
We encourage you to vote this way as it is the most cost-effective method.
by toll-free telephone at 800-776-9437 (or 718-921-8500 for international callers) until 11:59 p.m. Eastern Time on February 17, 2022 (have your Notice or proxy card in hand when you call);
by completing and mailing your proxy card so that it is received prior to the Annual Meeting; or
by voting online at the Annual Meeting (have your Notice or proxy card in hand).
Street name holders may submit their voting instructions by internet or telephone using the information provided by their respective brokers or nominees and may complete and mail voting instruction forms to their respective brokers or nominees. However, street name holders may not vote by written ballot at the Annual Meeting unless they obtain a legal proxy from their respective brokers or nominees.
Can I change my vote?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:
entering a new vote by Internet or by telephone (until 11:59 p.m. Eastern Time on February 17, 2022);
returning a later-dated proxy card so that it is received prior to the Annual Meeting;
notifying the Corporate Secretary of Model N, in writing, at the address listed on the front page; or
completing a ballot online at the Annual Meeting (have your Notice or proxy card in hand).
Street name holders may change their voting instructions by submitting new instructions by internet or by telephone or returning a later-dated voting instruction form to their respective brokers or nominees. In addition, street name holders who obtain a legal proxy from their respective brokers or nominees may change their votes by completing a ballot online at the Annual Meeting.
What is the effect of giving a proxy?
    Proxies are solicited by and on behalf of our Board of Directors. The persons named in the proxy card have been designated as proxies by our Board of Directors. When proxy votes are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares at the adjourned meeting date as well, unless you have properly revoked your proxy instructions, as described above.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our bylaws and Delaware state law. The presence, in person or by proxy, of a majority of the voting power of the shares of stock entitled to vote at the meeting will constitute a quorum at the meeting.
What is the effect of broker non-votes and abstentions?
A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (stockholder withholding) with respect to a particular matter. In addition, a broker may not be permitted to vote on shares held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock (broker non-vote). The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or broker non-votes will count for purposes of determining the presence of a quorum, but are not treated as votes cast for or against a matter and, therefore, will have no effect on the election of directors, the ratification of the appointment of PricewaterhouseCoopers LLP, or the non-binding advisory vote on the
2


compensation of our named executive officers as disclosed in this proxy statement. Abstentions are voted neither “for” nor “against” a matter, and, therefore, will have no effect on these proposals, but are counted in the determination of a quorum.
How many votes are needed for approval of each matter?
Proposal No. 1: The election of directors requires a plurality vote of the shares of common stock voted at the meeting. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of stockholder withholding or a broker non-vote) will not be counted in such nominee’s favor.
Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP must receive the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter.

Proposal No. 3: The non-binding advisory vote on the compensation of our named executive officers as disclosed in this proxy statement must receive the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter.
How are proxies solicited for the Annual Meeting?
The Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by Model N. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending these proxy materials to you if a broker or other nominee holds your shares.
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?
Brokerage firms and other intermediaries holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole routine matter—the proposal to ratify the appointment of PricewaterhouseCoopers LLP. Your broker will not have discretion to vote on the election of directors or the non-binding advisory vote on the compensation of our named executive officers, which are “non-routine” matters, absent direction from you.
Why did I receive a notice regarding the availability of proxy materials on the Internet instead of a full set of proxy materials?
In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K, primarily via the Internet. Beginning on or about January 7, 2022, we mailed to our stockholders a “Notice Regarding the Availability of Proxy Materials” that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the Internet, how to vote at the meeting and how to request printed copies of the proxy materials and annual report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.
What does it mean if multiple members of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for notices and proxy materials with respect to two or more stockholders sharing the same address by delivering a single notice or set of proxy materials addressed to those stockholders. In accordance with a prior notice sent to certain brokers, banks, dealers or other agents, we are sending only one Notice or full set of proxy materials to those addresses with multiple stockholders unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” allows us to satisfy the requirements for delivering Notices or proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of these documents. Householding helps to reduce our printing and postage costs, reduces the amount of mail you receive and helps to preserve the environment. If you currently receive multiple copies of the Notice or proxy materials at your address and would like to request “householding” of your communications, please contact your broker. Once you have elected “householding” of your communications, “householding” will continue until you are notified otherwise or until you revoke your consent. You may revoke your consent at any time by contacting the Corporate Secretary of Model N, in writing, at the address listed on the front page, or by telephone at (650) 610-4800.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Model N or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
3


Where can I find Model N’s Corporate Governance Guidelines and other governance documents?
Model N has adopted Corporate Governance Guidelines. A copy of the Corporate Governance Guidelines, as well as copies of the Code of Business Conduct for Directors, Code of Business Conduct for Employees, Audit Committee Charter, Compensation Committee Charter and Nominating and Corporate Governance Committee Charter, can be accessed through the Investor Relations section of our website, under Company—Investor Relations—Governance, or by clicking on the following link:
https://investor.modeln.com/governance/governance-documents/.
4



PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors currently consists of nine members. Our certificate of incorporation and bylaws provide for a classified Board of Directors consisting of three classes of directors, with directors serving staggered three-year terms.
Directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. The class of each director is set forth in the table below.
The directors who are serving for terms that end following the meeting, and their ages, positions and length of board service as of December 21, 2021, are provided in the table below. Additional biographical descriptions of each nominee and director are set forth in the text below the table. These descriptions include the primary individual experience, qualifications, qualities and skills of our nominees and directors that led to the conclusion that each person should serve as a member of our Board of Directors.
NomineesClassAgePositionYear
Elected
Director
Current
Term
Expires
Expiration
of Term
For Which
Nominated
Jason BlessingIII50Chief Executive Officer and Director201820222025
Kim DeCarlisIII55Director202020222025
Dave YarnoldIII61Director201820222025
Continuing Directors
Tim AdamsI62Director20162023
Manisha Shetty GulatiI43Director20202023
Scott ReeseI49Director20192023
Baljit DailII54Director20172024
Melissa FisherII49Director20162024
Alan HenricksII71Director20152024
Nominees for Director
Jason Blessing has served as our Chief Executive Officer and a member of our Board of Directors since May 2018. Prior to joining Model N, Mr. Blessing served as Chief Executive Officer of Plex Systems, an industry-leading ERP and manufacturing automation solution provider, from January 2013 to December 2017. Prior to Plex, Mr. Blessing held a number of executive positions at Taleo, an HR cloud company, as well as several executive positions at PeopleSoft after starting his career with PricewaterhouseCoopers LLP’s management consulting practice. Mr. Blessing holds a Bachelor of Arts from the University of Michigan and currently sits on the School of Information’s Advisory Board. Our Board of Directors determined that Mr. Blessing should serve as a director based on his position as Chief Executive Officer of our Company and his understanding of the software industry.
Kim DeCarlis has served as a member of our board of directors since January 2020. Since April 2019, Ms. DeCarlis has served as Chief Marketing Officer of PerimeterX, a leading provider of application security solutions that keep digital businesses safe. From April 2017 to September 2018, Ms. DeCarlis served as Chief Marketing Officer at Gigamon, an industry leader in traffic visibility solutions. From October 2014 to November 2016, Ms. DeCarlis served as Chief Marketing Officer at Imperva, a provider of data and application security solutions. Before that, Ms. DeCarlis led the worldwide marketing organization at BMC, served as the VP of corporate marketing at Citrix, and was SVP of product marketing at Information Resources, Inc., a provider of big data solutions to the CPG and retail industries. Ms. DeCarlis is a frequent speaker at industry events on cyber security, B2B marketing and C-level engagement. Ms. DeCarlis is a graduate of Stanford University with a bachelor’s degree in industrial engineering. Our board of directors determined that Ms. DeCarlis should serve as a director based on her significant experience working with SaaS companies and her significant marketing experience.
Dave Yarnold has served as a member of our board of directors since December 11, 2018. Since January 2018, Mr. Yarnold has been a board member and advisor to a variety of technology companies. From April 2009 to January 2018, Mr. Yarnold served as Chief Executive Officer of ServiceMax - now GE Digital. Prior to April 2009, Mr. Yarnold served as Vice President of several private and public companies including SuccessFactors, Extensity, Inc., Clarify, Inc. (acquired by Nortel), Platinum Software Corporation, and Oracle. Mr. Yarnold holds a Bachelor of Science degree in Accounting from San Francisco State University. Our board of directors determined that Mr. Yarnold should serve as a director based on his extensive experience as a serial entrepreneur in the enterprise software industry.
5


Continuing Directors
Tim Adams has served as a member of our Board of Directors since December 2016. Since January 2022, Mr. Adams has served as the Chief Financial Officer of Rapid7, Inc., a cybersecurity technology company. From April 2020 to December 2021, Mr. Adams served as the Chief Financial Officer of BitSight, a cybersecurity ratings company. From January 2017 to March 2020, Mr. Adams served as Chief Financial Officer of ObsEva SA, a biopharmaceutical company. From June 2014 to September 2016, Mr. Adams served as Executive Vice President, Chief Financial Officer and Treasurer of Demandware, Inc., a provider of cloud-based e-commerce solutions and services. Mr. Adams served as Senior Vice President and Chief Financial Officer of athenahealth, Inc., a provider of cloud-based services for electronic health records, practice management, and care coordination, from January 2010 to June 2014. Previously, Mr. Adams served as Chief Investment Officer of Constitution Medical Investors, Inc., a private investment firm focused on health-care-sector-related acquisitions and investments, as well as Senior Vice President of Corporate Strategy for Keystone Dental, Inc., a provider of dental health products and solutions. Earlier in his career, Mr. Adams was Chief Financial Officer at a number of other publicly traded companies. Mr. Adams began his career in public accounting at PricewaterhouseCoopers LLP, formerly Price Waterhouse, and is a Certified Public Accountant. Mr. Adams served as a member of the board of directors of ABILITY Network, a private healthcare technology company, from November 2014 to March 2018. Mr. Adams served as a member of the Board of Directors of Prevail Therapeutics, a gene therapy company from May 2019 to January 2021. In November 2021, Mr. Adams was appointed to the Board of Directors of Intelycare, a private healthcare workforce management company. Mr. Adams obtained a B.S. from Murray State University and an MBA from Boston University. Our Board of Directors determined that Mr. Adams should serve as a director based on his significant experience working with technology companies and his significant financial experience.
Baljit Dail has served as a member of our Board of Directors since May 2017. In April 2019, Mr. Dail joined IRI Worldwide as President of IRI Global and is currently President of Strategic Initiatives. Prior to joining IRI, Mr. Dail served as a senior adviser at New Mountain Capital. From May 2013 to January 2017, Mr. Dail served as the Chairman of JDA Software where he was also Chief Executive Officer from April 2014 to January 2017. From January 2009 to December 2020, Mr. Dail has served as an independent director at the Midcontinent Independent System Operator. From March 2018 to April 2019, Mr. Dail has served on the boards of Sparta Systems and One Digital. In addition, from August 2018 to April 2019 Mr. Dail served on the Beeline board of directors. From April 2012 to December 2014, Mr. Dail served as a managing director of New Mountain Capital. From April 2012 to December 2014, Mr. Dail served as a member of the board of directors and chair of the compensation committee of Western Dental. From May 2012 to April 2014, Mr. Dail served as a member of the board of directors at AmWINS Group. From November 2005 to March 2012, Mr. Dail served in several leadership roles at Aon Consulting, including Chief Executive Officer Aon Consulting and Aon Hewitt, Chief Information Officer or Aon Corporation and Chief Operating Officer of Aon Benfeild. Mr. Dail holds a B.Sc. in Computer Science from the University of Warwick in England. Our Board of Directors determined that Mr. Dail should serve as a director based on his extensive experience as a chief executive officer and his understanding of the software industry.
Melissa Fisher has served as a member of our Board of Directors since August 2016 and previously served on the board of directors for Image Sensing Systems, Inc., as chair of the audit committee, as well as Digital Generation, Inc. Since June 2020, Ms. Fisher has served as Chief Financial Officer at Outreach, the leading sales engagement platform helping companies dramatically increase productivity and drive smarter, more insightful engagement with their customers. From April 2016 to May 2020, Ms. Fisher served as Chief Financial Officer at Qualys, Inc., a provider of cloud-based security and compliance solutions. From April 2015 to April 2016, Ms. Fisher served as Head of Financial Planning and Analysis, Treasury and Investor Relations at Zynga Inc., a developer of online and mobile social games. From July 2013 to March 2015, Ms. Fisher served as Head of Corporate Development, Treasury and Investor Relations at Digital River, Inc., a cloud-based ecommerce and payments company. Prior to joining Digital River, Ms. Fisher spent 15 years as an investment banker advising companies in the technology sector. Ms. Fisher holds an MBA from Harvard Business School and A.B. degree in government from Harvard University. Our Board of Directors determined that Ms. Fisher should serve as a director based on her significant experience working with software companies and her significant financial experience.
Manisha Shetty Gulati has served as a member of our Board of Directors since December 2020. Since November 2021, Ms. Gulati has served as Chief Growth Officer of Commure, Inc., a healthcare software company. From April 2019 to November 2021, Ms. Gulati served as Chief Operating Officer of Clarify Health Solutions, a provider of advanced healthcare analytics and care optimization. From September 2006 to March 2019, Ms. Gulati served as Partner at McKinsey and Company's London and San Francisco offices working in healthcare across the health systems and medical products/life sciences practices. Before that, Ms. Gulati worked in New Delhi as the program coordinator for the American India Foundation, where she identified and funded innovative development projects in healthcare, education and microfinance. Ms. Gulati has also worked as a consultant for the United Nations Development Programme in Ethiopia and in the health portfolio of Acumen, a non-profit venture fund that supports entrepreneurs with products for low-income people in Asia and Africa. Ms. Gulati is the Vice Chair of the Board of ReSurge International, a global nonprofit that provides access to life-changing reconstructive surgical care to patients with the greatest need in lower-income countries. Ms. Gulati received a Master of Business Administration from Harvard Business School, a Master of Public Administration from the Harvard Kennedy School, and a Bachelor of Arts in Government from Harvard College. Our board of directors determined that Ms. Gulati should serve as a director based on her significant experience working in healthcare and healthcare solutions.
6


Alan Henricks has served as a member of our Board of Directors since May 2015. Since May 2009, Mr. Henricks has been a board member, advisor and consultant to a variety of technology companies. Since May 2021, Mr. Henricks has served as the Chief Financial Officer of Waverley Capital Acquisition Corp. 1, a blank check company. From 2009 to 2019, Mr. Henricks consulted as Chief Financial Officer for several private companies including Ring, Inc., Tile Inc., Livescribe Inc., and Santur Corporation. Prior to May 2009, Mr. Henricks served as Chief Financial Officer of several private and public companies including Pure Digital Technologies, Inc., Traiana Inc., Informix Software, Inc., Documentum, Inc., Borland International, Inc., Cornish & Carey and Maxim Integrated Products, Inc. Since August 2021, Mr. Henricks has served as a board member, audit committee chairman and lead independent director of ChowNow, Inc. From May 2012 to May 2021, Mr. Henricks served as a board member and audit committee chairman of Roku, Inc. From March 2014 to May 2020, Mr. Henricks served as a board member and audit committee chairman of A10 Networks, Inc. Mr. Henricks holds a B.S. degree in Engineering from the Massachusetts Institute of Technology and an MBA from Stanford University. Our Board of Directors determined that Mr. Henricks should serve as a director based on his extensive experience serving as a chief financial officer of both public and private companies.
Scott Reese has served as a member of our board of directors since May 2019. Since October 2020, Mr. Reese has served as Executive Vice President, Product Development at Autodesk, a provider of Cloud and Production products. From March 2003 to October 2020, Mr. Reese served in a variety of senior and executive roles at Autodesk. From November 1999 to March 2003, Mr. Reese served as Vice President of Operations at VIA Development Corporation. In addition to his work at Autodesk, Mr. Reese serves on the board of The National Action Council for Minorities in Engineering, Inc. (NACME). NACME’s goal is to increase representation and opportunities for those who are underrepresented in the engineering workforce. Mr. Reese holds an MBA and Bachelor's of Science in Computer Information Systems from Indiana Wesleyan University. Our board of directors determined that Mr. Reese should serve as a director based on his significant experience building and developing products.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES NAMED ABOVE.












7



PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the Board of Directors (Audit Committee) has appointed the firm of PricewaterhouseCoopers LLP, independent registered public accountants, to audit our financial statements for the fiscal year ending September 30, 2022. During our fiscal year ended September 30, 2021, PricewaterhouseCoopers LLP served as our independent registered public accounting firm.

Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in our best interests and the interests of our stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022. Our Audit Committee is submitting the selection of PricewaterhouseCoopers LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

If this proposal does not receive the affirmative approval of from the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter, the Audit Committee would reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees billed or to be billed by PricewaterhouseCoopers LLP for professional services rendered with respect to the fiscal years ended September 30, 2021 and September 30, 2020. All of these services rendered since the formation of the Audit Committee were approved by the Audit Committee.
20212020
Audit Fees (1)
$1,827,000 $1,650,765 
Audit-Related Fees
Tax Fees
All Other Fees (2)
$2,900 $2,700 
Total$1,829,900 $1,653,465 
___________________________
(1)    Audit fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, the audit of our internal control over financial reporting, the review of our quarterly consolidated financial statements, and audit services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, such as statutory audits.
(2)    All other fees for the fiscal years ended September 30, 2021 and September 30, 2020 were related to fees for access to online accounting research software.
Auditor Independence
Under its charter, the Audit Committee pre-approves all services rendered by our independent registered public accounting firm, PricewaterhouseCoopers LLP. The Audit Committee has determined that the fee paid to PricewaterhouseCoopers LLP for services other than audit fees is compatible with maintaining the principal accountants’ independence.
Pre-Approval Policies and Procedures.
Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee (or a member of the Audit Committee delegated by the Audit Committee) generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.
8



PROPOSAL NO. 3
NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are providing our stockholders with an opportunity to vote, on an advisory basis, on the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” section, the compensation tables and the narrative discussions set forth on pages 20 to 31 of this proxy statement. This non-binding advisory vote is commonly referred to as a “Say-on-Pay” proposal.
Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that reflects Company performance, job complexity and strategic value of the position, while ensuring long-term retention, motivation and alignment with the long-term interests of our stockholders. We encourage you to carefully review the “Compensation Discussion and Analysis” section beginning on page 20 of this proxy statement for additional details on our compensation of executives, including our compensation philosophy and objectives, as well as the processes the Compensation Committee used to determine the structure and amounts of the compensation of our named executive officers in fiscal year 2021.
We are asking you to indicate your support for the compensation of the named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking you to vote, on an advisory basis, which is non-binding, “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to Model N, Inc.’s named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the “Compensation Discussion and Analysis,” compensation tables and narrative discussion set forth in the proxy statement relating to its 2022 Annual Meeting of Stockholders, is hereby APPROVED.”
The Say-on-Pay vote is advisory, and therefore not binding on us, our Board of Directors or our Compensation Committee. Our Board of Directors and Compensation Committee value the opinions of our stockholders and we will review and consider the voting results on this proposal when making future decisions regarding the compensation of our named executive officers. Unless the Board modifies its determination on the frequency of future “Say-on-Pay” advisory votes, the next “Say-on-Pay” advisory vote will be held at the next annual meeting of our stockholders in 2023.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

9


SUSTAINABILITY AND CORPORATE RESPONSIBILITY
Stockholder Engagement
Our Board and management value and rely upon our stockholders’ perspectives. To help ensure that we understand and focus on the priorities that matter most to our stockholders, our directors and senior management proactively conduct thorough and extensive investor outreach throughout the year. In addition to discussing business results and initiatives, strategy and capital structure, we engage with investors on various other matters integral to our business and the Company, such as governance practices, executive compensation and sustainability. Our Board and management carefully consider and evaluate feedback received during these meetings, which directly informs our approach on environmental, social and governance (“ESG”) matters.
Oversight of Environment, Social and Governance Matters
Our Board’s primary duty of overseeing our corporate strategy includes the Board’s oversight of how ESG issues may impact the Company’s long-term performance. Our employees also play a role in the governance of sustainability issues by upholding our corporate values and by implementing environmentally and socially responsible business practices.
As part of overseeing our corporate strategy and our enterprise risk management program, our Board monitors our environmental and social practices. We believe that environmentally and socially responsible business practices go hand in hand with generating value for our stockholders. In 2020, we formed our sustainability working group, consisting of representatives from various Model N departments as well as external advisors. This year, the group continued to address and advance the ESG factors that are material to our business, which were originally identified through the evaluation of ESG risks and opportunities relevant to our Company based on the views held by our stockholders and the ESG frameworks and recommendations established by the United Nations Sustainable Development Goals, the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures.
Diversity, Employee Engagement and Talent Development
At Model N, we work to build a diverse team with different backgrounds, experiences and ideas. We are committed to creating a fair, healthy and safe workplace and establishing work environment policies that promote diversity, equality and inclusion for our valued employees. Our Diversity, Equity, Inclusion and Belonging (“DEIB”) formal strategic roadmap has three critical elements: (i) attracting, celebrating, and championing diverse identities, perspectives, and ideas; (ii) establishing norms and policies that ensure equitable access to the same opportunities; and (iii) creating a culture that is welcoming, transparent, and respectful, where each employee feels they genuinely belong and have opportunities to grow their careers. We believe that when we create a workplace where our colleagues are engaged, committed and empowered for the long-term, we are better positioned to create value for our Company and our stockholders.
Attracting and retaining talent at all levels is vital to continuing our success. We promote the work-life balance of our employees, we invest in our employees through high-quality benefits and various health and wellness initiatives, and we have created a healthy work environment in our offices. In order to incentivize and engage our workforce, Model N provides competitive compensation packages, including long-term equity grants for every employee and high-quality benefits, and proactively reviews our gender pay equity practices.
Corporate Governance, Ethics and Cybersecurity
Our Board and its committees play a critical role in oversight of our corporate culture and hold management accountable for its maintenance of governance practices, high ethical standards, and compliance programs to protect our business, employees and reputation.
Model N is committed to conducting business responsibly, with honesty and integrity, and in compliance with applicable laws, and these standards are summarized in our Code of Business Conduct for Employees and Directors, which applies to every director, officer and employee. All Model N employees are required to certify that they comply with the Code of Business Conduct and its related policies and programs. Model N has a zero-tolerance policy for bribery and corruption. The Board established a robust Whistleblower and Complaint Policy to set optimal procedures with regard to reports of concerns made by employees and other parties, and to protect whistleblowers against harassment or retaliation. A whistleblower hotline is monitored directly by our General Counsel and the Audit Committee Chairman.
Cybersecurity is one of our top priorities, given that Model N operates on a proprietary technical platform and is continuing to transition to a SaaS business model to provide revenue management solutions to our customers. We work proactively to protect our customers' sensitive information from being compromised or suffering any other data integrity breach. Our Audit Committee annually reviews our cyber risks with Model N's internal auditors and external auditors in conjunction with Model N's audit of internal controls. We have developed a comprehensive information security and privacy program based on industry standard guidelines and regulations such as CIS 20, ISO, NIST, GDPR and CCPA and have implemented appropriate technical, administrative and organizational measures designed to protect customer data against unauthorized access. We engage an independent third-party audit firm annually to
10


audit our controls and produce SOC-2 Type II audit reports. To further strengthen our data security regime, Model N also adheres to AICPA-SOC and EU-US Privacy Shield standards.
Ongoing Response to COVID-19
The global pandemic has presented, and continues to present, the business community with unprecedented challenges while reinforcing the importance of a demonstrable commitment to ESG. We used the complexities associated with the second year of COVID-19 to bolster talent and infrastructure in order to help us execute against our long-term growth objectives, while also prioritizing the needs of our employees and focusing on strengthening a best-in-class work experience for them. We adopted a “flexibility first” mindset by giving our employees the choice to determine where to work, be that a reopened office, continuing to work remotely or a hybrid. Finally, we found that remote work proved to be a catalyst for our SaaS transition strategy, as customers look for solutions that allow them to adapt to this new normal while enabling their teams to remain productive, competitive and compliant in a global marketplace.
11


DIRECTORS AND CORPORATE GOVERNANCE
Director Independence
Our common stock is listed on the New York Stock Exchange. 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. Our Board of Directors has determined that each of the members of our Board of Directors other than Mr. Blessing is independent. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.
Leadership Structure
The positions of Chief Executive Officer and Chairman of our Board of Directors are held by two different individuals. Mr. Blessing serves as our Chief Executive Officer, and Mr. Dail serves as our Chairman. This structure allows our Chief Executive Officer to focus on our day-to-day business while our Chairman leads our Board in its fundamental role of providing advice to and independent oversight of management. Our Board believes such separation is appropriate, as it enhances the accountability of the Chief Executive Officer to the Board and strengthens the independence of the Board from management.
Risk Oversight
Our Board of Directors believes that open communication between management and the Board is essential for effective risk management and oversight. Our Board meets with our Chief Executive Officer and other members of the senior management team at quarterly Board meetings, where, among other topics, they discuss strategy and risks in the context of reports from the management team, including any cybersecurity risks, and evaluates the risks inherent in significant transactions. While our Board of Directors is ultimately responsible for risk oversight, our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures. The Compensation Committee assists our Board in assessing and mitigating any risks that may be created by our compensation plans, practices and policies. The Nominating and Corporate Governance Committee is charged with assisting our Board in fulfilling its oversight responsibilities with respect to the management of risk associated with Board membership and corporate governance.
Executive Sessions of Independent Directors
In order to promote open discussion among independent directors, our Board of Directors has a policy of conducting executive sessions of independent directors during each regularly scheduled Board meeting and at such other times if requested by an independent director. These executive sessions are chaired by our Chairman of the Board. The Chairman of the Board provides feedback to our Chief Executive Officer, as needed, promptly after the executive session. Mr. Blessing does not participate in such sessions.
Codes of Conduct
We have adopted a code of conduct that applies to our directors and a code of conduct that applies to our officers and all other employees. The full text of these codes of conduct are posted under the “Investor Relations” section on our website at https://investor.modeln.com/governance/governance-documents/.
Meetings of the Board of Directors
Our Board of Directors met ten times during fiscal year 2021. No director attended fewer than 75% of the total number of meetings of the Board and of any Board committees of which he or she was a member during fiscal year 2021. It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. Nine of our directors attended the 2021 Annual Meeting of Stockholders.
Committees of the Board of Directors
Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Members serve on these committees until their resignation or until otherwise determined by our Board. The following table provides membership information as of September 30, 2021 for each of our Board committees:
12


NameAudit
Committee
Compensation
Committee
Nominating and
Corporate
Governance
Committee
Baljit Dail*MM
Tim AdamsCM
Melissa FisherM
Alan HenricksMC
Scott ReeseM
Dave YarnoldMC
Kim DeCarlis M
* Non-executive Chair of the Board         C = Chair     M = Member
Audit Committee
Each of the members of the Audit Committee satisfies the independence requirements of Rule 10A-3. Messrs. Adams and Henricks, and Ms. Fisher are each an Audit Committee financial expert, as that term is defined under SEC rules, and possess financial sophistication as defined under the rules of the New York Stock Exchange. The designation does not impose on any of them any duties, obligations or liabilities that are greater than those generally imposed on members of our Audit Committee and our Board of Directors. The Audit Committee met six times during fiscal year 2021. Among other matters, the Audit Committee:
evaluates the qualifications, independence and performance of our independent registered public accounting firm;
determines the engagement of our independent registered public accounting firm and reviews and approves the scope of the annual audit and the fees paid to our independent registered public accounting firm;
discusses with management and our independent registered public accounting firm the results of the annual audit and the review of our financial statements;
approves the retention of our independent registered public accounting firm;
reviews our critical accounting policies and estimates and internal control over financial reporting; and
reviews the Audit Committee charter and its performance.
The Audit Committee operates under a written charter that was adopted by our Board of Directors and satisfies the applicable standards of the SEC and the New York Stock Exchange. A copy of the Audit Committee charter is posted under the “Investors” section on our website at https://investor.modeln.com/governance/governance-documents/.
Compensation Committee
Each member of the Compensation Committee is an outside director, as defined pursuant to Section 162(m) of the Code, is a “non-employee director” under Rule 16b-3(b)(3)(i) of the Exchange Act, and is independent within the meaning of New York Stock Exchange rules. The Compensation Committee met eleven times during fiscal year 2021. Among other matters, the Compensation Committee:
reviews and approves goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;
evaluates the performance of these officers in light of those goals and objectives and sets the compensation of these officers based on such evaluations; and
administers the issuance of restricted stock units, stock options and other awards under our equity incentive plans.
At least annually, our Compensation Committee is responsible for reviewing, evaluating and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. Under its charter, our Compensation Committee has the authority to retain outside counsel or other advisors. The Compensation Committee retains and does not delegate any of its exclusive power to determine all matters of executive compensation and benefits, although the Chief Executive Officer and the Chief People Officer present compensation and benefit proposals to the Compensation Committee. However, our named executive officers, including our Chief Executive Officer, are not present for deliberations or voting with respect to their compensation.
The Compensation Committee operates under a written charter that was adopted by our Board of Directors and satisfies the applicable standards of the SEC and the New York Stock Exchange. A copy of the Compensation Committee charter is posted under the “Investors” section on our website at https://investor.modeln.com/governance/governance-documents/.

13


Nominating and Corporate Governance Committee
Each member of the Nominating and Corporate Governance Committee is independent within the meaning of New York Stock Exchange rules. The Nominating and Corporate Governance Committee met four times during fiscal year 2021. Among other matters, the Nominating and Corporate Governance Committee:
makes recommendations to our Board of Directors regarding candidates for directorships;
makes recommendations to our Board of Directors regarding the structure and composition of the Board of Directors and its committees;
develops corporate governance guidelines and renew and assess corporate governance best practices; and
makes recommendations to our Board of Directors concerning governance matters.
The Nominating and Corporate Governance Committee operates under a written charter that was adopted by our Board of Directors and satisfies the applicable standards of the SEC and the New York Stock Exchange. A copy of the Nominating and Governance Committee charter is posted under the “Investors” section on our website at https://investor.modeln.com/governance/governance-documents/.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is, or has at any time during the past fiscal year been, an officer or employee of ours. None of our executive officers currently serve, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.
Considerations in Evaluating Director Nominees
The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates to the Board for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board. Candidates may come to our attention through current members of our Board, professional search firms, stockholders or other persons.
The Nominating and Corporate Governance Committee will recommend to the Board for selection all nominees to be proposed by the Board for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board to fill interim director vacancies.
Director Qualifications
The Nominating and Corporate Governance Committee also reviews and recommends to the Board for determination the desired qualifications, expertise and characteristics of Board members, with the goal of developing a diverse, experienced and highly qualified Board. The Nominating and Corporate Governance Committee and the Board believe that candidates for director should have certain minimum qualifications, including, without limitation:
demonstrated business acumen and leadership, and high levels of accomplishment;
ability to exercise sound business judgment and to provide insight and practical wisdom based on experience;
commitment to understand Model N and its business, industry and strategic objectives;
integrity and adherence to high personal ethics and values, consistent with our code of conduct;
ability to read and understand financial statements and other financial information pertaining to Model N;
commitment to enhancing stockholder value;
willingness to act in the interest of all stockholders; and
for non-employee directors, independence under New York Stock Exchange listing standards and other applicable rules and regulations.
In the context of the Board’s existing composition, other requirements that are expected to contribute to the Board’s overall effectiveness and meet the needs of the Board and its committees may be considered.
In addition, under Model N’s Corporate Governance Guidelines (“Guidelines”), a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also under the Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for re-election, director tenure is considered. Model N values diversity on a company-wide basis and believes it complies with applicable California law regarding Board diversity.

14



Stockholder Recommendations for Nominations to the Board of Directors
The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the use of the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board of Directors by complying with the procedures in Article I, Section 1.11 of our bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be sent in writing to the Corporate Secretary, Model N, Inc., 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our bylaws, and a representation that the nominating stockholder is a beneficial or record holder of our stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee.
All proposals of stockholders that are intended to be presented by such stockholder at an annual meeting of stockholders must be in writing and notice must be delivered to the Corporate Secretary at the principal executive offices of Model N not later than the close of business on the seventy-fifth (75th) day nor earlier than the close of business on the one hundred and fifth (105th) day prior to the first anniversary of the preceding year’s annual meeting. Stockholders are also advised to review our bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.
Non-Employee Director Compensation
Our non-employee directors are entitled to receive cash and equity compensation for their service as directors. Our Board of Directors has determined that non-employee directors will receive an annual RSU grant with a value of $135,000. In addition, non-employee directors are entitled to receive a cash retainer of $35,000 for service on our Board, and an annual RSU grant with a value of $20,000 for the chair of the Audit Committee, $12,000 for the chair of the Compensation Committee and $8,000 for the chair of the Nominating and Corporate Governance Committee. In addition, non-employee directors will receive an annual RSU grant with a value of $10,000 for serving on the Audit Committee, $6,000 for serving on the Compensation Committee and $4,000 for serving on the Nominating and Corporate Governance Committee. In addition, the lead independent director, if any, or the non-employee chair of the Board is entitled to receive an annual RSU grant with a value of $25,000.
Effective with the annual meeting on February 18, 2022, our non-employee directors will receive an annual RSU grant with a value of $170,000. In addition, the lead independent director, if any, or the non-employee chair of the Board will be entitled to receive an annual RSU grant with a value of $32,500.
The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors in the fiscal year ended September 30, 2021. Other than as set forth in the table and described more fully below, in the fiscal year ended September 30, 2021 we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to, the non-employee members of our Board of Directors. Non-employee directors may be reimbursed for travel and other expenses incurred in the performance of their duties. Non-employee directors are also subject to stock ownership guidelines with required ownership equal to the lesser of three times the value of the annual cash retainer or 12,000 shares. As of September 30, 2021, all of our non-employee directors satisfied the minimum ownership requirement.
The following table sets forth information regarding compensation earned by our non-employee directors for the fiscal year ended September 30, 2021:
Name(1)Fees earned or paid in cash ($)Stock Awards(2)Total ($)
Tim Adams$35,000 $165,123 (3)$200,123 
Baljit Dail$35,000 $175,602 (3)$210,602 
Kim DeCarlis$35,000 $146,973 (3)$181,973 
Melissa Fisher$35,000 $149,740 (3)$184,740 
Manisha Shetty Gulati$33,250 $97,728 (3)$130,978 
Alan Henricks$35,000 $162,181 (3)$197,181 
Scott Reese$35,000 $151,972 (3)$186,972 
Dave Yarnold$35,000 $155,612 (3)$190,612 
__________________________
15


(1)    As of September 30, 2021, the above-listed directors held outstanding RSUs pursuant to which the following shares of our Common Stock are issuable: Mr. Adams (2,153 shares subject to RSUs); Mr. Dail (2,302 shares subject to RSUs); Ms. DeCarlis (1,910 shares subject to RSUs); Ms. Fisher (1,964 shares subject to RSUs); Ms. Gulati (1,828 shares subject to RSUs); Mr. Henricks (2,126 shares subject to RSUs); Mr. Reese (1,964 shares subject to RSUs); and Mr. Yarnold (2,018 shares subject to RSUs)).
(2)    The amounts in this column represent the aggregate grant date fair values for restricted stock unit awards granted to the Board of Directors computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the aggregate grant date fair value of the restricted stock unit awards reported in this column are set forth in Note 11 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2021. These amounts reflect our accounting costs for these awards, and do not correspond to the actual value that may be realized by the above-named board members.
(3)    In February 2021, each of Messrs. Adams, Dail, Henricks, Reese and Yarnold, and Mses. DeCarlis, Fisher and Gulati was granted an award of 4,305, 4,603, 4,251, 3,926, and 4,034, respectively, and 3,818, 3,926 and 3,655 RSUs, respectively, which will vest over a one-year period with 25% of the shares granted vesting on each quarterly anniversary of the vesting commencement date.
Communications with the Board of Directors
Stockholders and all interested parties wishing to communicate with the Board of Directors or with an individual member of the Board of Directors may do so by writing to the Board of Directors or to the particular member of the Board of Directors, care of the Corporate Secretary, at Model N, Inc., 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404. The envelope should indicate that it contains a stockholder or interested party communication. All such communications will be forwarded to the director or directors to whom the communications are addressed.
16


AUDIT COMMITTEE REPORT
With respect to Model N’s financial reporting process, the management of Model N is responsible for (1) establishing and maintaining internal controls and (2) preparing Model N’s consolidated financial statements. Model N’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), is responsible for auditing these financial statements. It is the responsibility of the Audit Committee to oversee these activities. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of Model N’s financial statements.
The Audit Committee has reviewed and discussed the audited financial statements for the year ended September 30, 2021 with Model N’s management and with PwC, including the results of the independent registered public accounting firm’s audit of Model N’s financial statements. The Audit Committee has also discussed with PwC all matters that the independent registered public accounting firm was required to communicate and discuss with the Audit Committee, including the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees.”
The Audit Committee also has received and reviewed the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence from Model N, as well as any relationships that may impact PwC’s objectivity and independence.
Based on the Audit Committee’s review and discussions with Model N’s management and independent registered public accountants discussed above, the Audit Committee recommends to the Board of Directors that the audited financial statements be included in Model N’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors:

Tim Adams (Chair)
Melissa Fisher
Alan Henricks
Scott Reese
17


RELATED PERSON TRANSACTIONS
Other than the executive and director compensation arrangements, including the employment, termination of employment and change in control arrangements, discussed below under “Executive Compensation,” the indemnification arrangements with our executive officers and directors discussed below under “Employment Arrangements and Indemnification Agreements,” we were not party to any transactions since October 1, 2020 to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, executive officers, or holders of more than 5% of our common stock, or any immediate family member of, or person sharing the same household with, any of these individuals, had or will have a direct or indirect material interest.
Statement of Policy Regarding Related Person Transactions
As provided in the Audit Committee Charter, the Audit Committee of our Board of Directors must review and approve in advance any related party transaction. We have also adopted a related-party transactions policy under which our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related-party transaction with us without the consent of our Audit Committee. If the related party is, or is associated with, a member of our Audit Committee, the transaction must be reviewed and approved by another independent body of our Board of Directors. Any request for us to enter into a transaction with a related party in which the amount involved exceeds $120,000 and such party would have a direct or indirect interest must first be presented to our Audit Committee for review and approval. If advance approval of a related-party transaction was not feasible or was not obtained, the related-party transaction must be submitted to the Audit Committee as soon as reasonably practicable, at which time the Audit Committee shall consider whether to ratify and continue, amend and ratify, or terminate or rescind such related party transaction.
It is our intention to ensure that all transactions between us and our officers, directors and principal stockholders and their affiliates, are approved by the Audit Committee of our Board of Directors, and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.
18


EXECUTIVE OFFICERS
The following table identifies certain information about our executive officers as of December 21, 2021. Officers are elected by the Board of Directors to hold office until their successors are elected and qualified.
NameAgeCurrent Position(s) with Model N
Jason Blessing50Chief Executive Officer and Board member
John Ederer52Chief Financial Officer
Mark Anderson61Chief Services Officer
Suresh Kannan51Chief Product Officer
Chris Lyon51Chief Revenue Officer
Rehmann Rayani41Chief Strategy and Marketing Officer
Laura Selig50Chief People Officer
For information on the business background of Mr. Blessing, see “Proposal No. 1—Election of Directors” above.
John Ederer has served as Chief Financial Officer since January 2021. From August 2018 to November 2020, Mr. Ederer served as Chief Financial Officer at K2 Software Inc., a provider of cloud-based and on-premise digital process automation solution. From October 2017 to August 2018, Mr. Ederer served as Vice President of Finance at Mobilelron Inc., a leading provider of cloud and mobile security solutions. From August 2014 to January 2017, Mr. Ederer served as Vice President of Corporate Finance at TIBCO Software Inc., a provider of big data software integration. Mr. Ederer holds a Bachelors in Economics and History from Brown University.
Mark Anderson has served as Chief Services Officer since April 2016. From March 2010 to January 2016, Mr. Anderson served as Senior Vice President of Global Solutions Delivery of Vendavo, Inc., a provider of margin and profit optimization solutions. From June 2009 to April 2010, Mr. Anderson served as Vice President of Professional Services of Comergent Technologies, Inc., an information technology and services company. Prior to joining Comergent, Mr. Anderson held several leadership roles in the enterprise software industry, including as Vice President of Professional Services for discrete industries at SAP North America, a provider of business software. Mr. Anderson holds a B.S. in Industrial Engineering from the University of Nebraska and an M.B.A in Operations Management from the Simon School of Business at the University of Rochester.
Suresh Kannan has served as Chief Product Officer since September 2019. From January 2017 to September 2019, Mr. Kannan served as Vice President and General Manager at IQVIA, a provider of support services for pharmaceutical, biotech and medical companies and individuals. From October 2014 to December 2016, Mr. Kannan served as Vice President, Global Technology Solutions at IMS Health, a provider in global information and technology services in the healthcare industry. From April 2012 to September 2014, Mr. Kannan served as Vice President of Product Development at IMS Health. Mr. Kannan holds a MBA in Business Administration from the University of California, Berkeley, Haas School of Business.
Chris Lyon has served as Chief Revenue Officer since April 2019. From August 2017 to March 2019, Mr. Lyon served as Chief Revenue Officer at Total Expert, a provider of SaaS-based marketing solution focused on the financial services industry. From January 2016 to July 2017, Mr. Lyon served as Vice President of North America, Healthcare at Workday, a leading provider of enterprise software. From August 2008 to January 2016, Mr. Lyon held several leadership roles at Workday, including Vice President of North America, Customer Sales and Renewals. Mr. Lyon holds a BA in Business Administration from the University of Minnesota-Duluth.
Rehmann Rayani has served as Chief Strategy and Marketing Officer since November 1, 2021. From August 2018 to October 2021, Mr. Rayani served as Vice President, Corporate Strategy and then Chief Strategy Officer of our Company. From March 2014 to July 2018, Mr. Rayani served in a variety of senior management roles at Plex Systems, Inc., an industry-leading ERP and manufacturing automation solution provider. Prior to Plex, Mr. Rayani was a management consultant at Oliver Wyman and an investment associate at ValueAct Capital. Mr. Rayani holds an MBA from The Wharton School of the University of Pennsylvania and a degree in finance and physics from McGill University.
Laura Selig has served as Chief People Officer since November 5, 2018. From September 2018 to November 2018, Ms. Selig provided human resources consulting services with a focus on small and mid-sized high growth companies. From January 2016 to June 2018, Ms. Selig served as Vice President, People and Culture at SnapLogic, a provider of self-service integration solutions. From January 2015 to January 2016, Ms. Selig served as Vice President, People at Couchbase, a NoSQL database provider. From November 2007 to January 2015, Ms. Selig served as Vice President, HR at Visa. Ms. Selig holds a BA in Psychology from Indiana University of Pennsylvania.
19


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis
The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives and structure of our fiscal year 2021 executive compensation program. This includes discussion and background information regarding the compensation of our named executive officers. This CD&A is intended to be read in conjunction with the tables immediately following this section, which provide further historical compensation information.
The following executive officers constituted our named executive officers in the fiscal year 2021:
Jason Blessing Chief Executive Officer
John EdererChief Financial Officer
Chris LyonChief Revenue Officer
Suresh KannanChief Product Officer
Mark AndersonChief Services Officer
Cathy LewisChief Accounting Officer (1)
David BarterFormer Chief Financial Officer (2)
_________________________
(1)    Served as Principal Financial and Accounting Officer of the Company from October 9, 2020 to December 31, 2020.
(2)    Effective October 8, 2020, Mr. Barter resigned as Senior Vice President and Chief Financial Officer of the Company.

Management Transition
On October 8, 2020, we announced that David Barter had resigned from Model N. Mr. Barter served as our Chief Financial Officer from May 2017 to October 2020 and Cathy Lewis, our Chief Accounting Officer, served as our Principal Financial and Accounting Officer on an interim basis from October 8, 2020 to December 31, 2020. On January 1, 2021, John Ederer was appointed as the Company’s Chief Financial Officer, at which point Ms. Lewis returned to her role as Chief Accounting Officer. Effective November 1, 2021, Dave Michaud resigned as Chief Marketing Officer. Effective November 1, 2021, Rehmann Rayani assumed the role of Chief Strategy and Marketing Officer.
Executive Summary
Business Highlights
Model N finished fiscal year 2021 with healthy contribution from all of our growth levers. The success of our strategic focus on the Life Sciences and High Tech verticals was demonstrated by the addition of multiple new logos and SaaS transitions, numerous customer base expansions, and strong renewals across the board. Additional highlights of our performance for the fiscal year include the following, which include non-GAAP financial measures. Refer to Annex A for a discussion of the definitions and use of non-GAAP measures, including reconciliations of non-GAAP measures to their closest comparable GAAP measures.

Revenues: Total revenues were $193.4 million, an increase of 20% from fiscal year 2020. Subscription revenues were $142.4 million, an increase of 23% from fiscal year 2020. Business Services, which we acquired from Deloitte, contributed $18.5 million in total revenues for fiscal year 2021.
Gross Profit: Gross profit was $106.8 million, an increase of 12% from fiscal year 2020. Gross margin was 55% compared to 59% for fiscal year 2020. Non-GAAP gross profit was $116.9 million, an increase of 16% from fiscal year 2020. Non-GAAP gross margins were 60% compared to 63% for fiscal year 2020. Subscription gross margin was 65% compared to 70% for fiscal year 2020. Non-GAAP subscription gross margin was 69% compared to 73% for fiscal year 2020. Both GAAP and Non-GAAP gross margins for fiscal year 2021 were impacted by the revenue mix coming from the acquisition of Business Services.
GAAP Loss and Non-GAAP Income from Operations: GAAP loss from operations was $(14.4) million compared to $(6.6) million for fiscal year 2020. Non-GAAP income from operations was $25.3 million, an increase of 22% from fiscal year 2020.
Net Loss: GAAP net loss was $(29.7) million compared to $(13.7) million for fiscal year 2020. GAAP basic and diluted net loss per share attributed to common stockholders was $(0.84) based upon weighted average shares outstanding of 35.5
20


million compared to net loss per share of $(0.40) for fiscal year 2020 based upon weighted average shares outstanding of 34.0 million.
Non-GAAP Net Income: Non-GAAP net income was $19.8 million, an increase of 16% from fiscal year 2020. Non-GAAP net income per diluted share was $0.54 based upon diluted weighted average shares outstanding of 36.5 million compared to non-GAAP net income per diluted share of $0.48 for fiscal year 2020 based upon diluted weighted average shares outstanding of 35.4 million.
Adjusted EBITDA: Adjusted EBITDA was $26.0 million, an increase of 22% from fiscal year 2020.
Cash and Cash Flows: Cash and cash equivalents as of September 30, 2021 totaled $165.5 million. Net cash provided by operating activities was $19.6 million for fiscal year 2021 compared with $14.4 million in fiscal year 2020. Free cash flow was $18.5 million for fiscal year 2021 compared with $13.8 million in fiscal year 2020.
Total Stockholder Return: 1-year and 3-year annualized total stockholder return through September 30, 2021 equal to (5)% and 11%, respectively.
The following chart compares the cumulative total return on our common stock with that of the NASDAQ Composite Index and the NASDAQ Computer Index. The chart assumes $100 was invested at the close of market on September 30, 2016, in our common stock, the NASDAQ Composite Index and the NASDAQ Computer Index, and assumes the reinvestment of any dividends.

picture1.jpg

Executive Compensation Highlights

Our fiscal year 2021 executive compensation program was designed to support our compensation objectives and reinforce a strong pay-for-performance culture. In support of these goals, during fiscal year 2021, we took the following compensation actions for our executives, including the named executive officers:

Base Salary Adjustments averaged 3.6%: Base salary adjustments approved by our Compensation Committee averaged 3.6% and were finalized with consideration given to competitive market data provided by the Committee’s independent consultant as well as the performance of each of our executive officers.. See "Elements of Our Executive Compensation Program" below for further information.
21


Fiscal Year 2021 Bonus Above Target: The fiscal year 2021 bonus opportunities for our executives were based on our level of achievement of pre-specified targets for Net Annualized Recurring Revenue (“Net ARR”), Adjusted EBITDA, and a Customer Satisfaction measure through a net promotor score (“NPS”). Our Compensation Committee approved goals at the beginning of our fiscal year that were considered challenging and aligned with our strategic plan for building long-term stockholder value. Final fiscal year 2021 performance resulted in bonus payments equal to 147.2% of target for our named executive officers, other than Chris Lyon and Mark Anderson, who earned a bonus of 139.3% and 157.2% of target, respectively, based on their individual plans.
Performance-based Equity: During fiscal year 2021, our Compensation Committee approved performance-based equity grants equal to 50% and 40% of the target long-term incentive value for our CEO and other named executive officers, respectively. Our Compensation Committee approved changes to our performance-based equity program in fiscal year 2021, and the new program is based on two- and three-year Total Shareholder Return performance measures.
Pay Program Overview
Our compensation program is designed to attract, motivate and retain qualified and talented executives, motivating them to achieve our business goals and rewarding them for superior short-term and long-term performance. When making its compensation decisions, our Compensation Committee is mindful to align the interests of our executives with those of our stockholders in order to attain our ultimate objective of driving long-term, sustainable stockholder value. The table below describes the primary elements of our executive compensation program for fiscal year 2021, and the purpose of each element of pay:
Base Salary
Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executives. Base salaries may be adjusted based on numerous factors, including a change in an executive’s responsibilities, demonstrated performance or relevant competitive market data.
Short-Term Incentives
Cash incentives reward the achievement of annual corporate and business goals, as well as personal performance objectives. In fiscal year 2021, our annual incentives were based on adjusted EBITDA, recurring revenue, customer satisfaction goals, as well as individual performance.
Long-Term Incentive Equity
Long-term equity awards incentivize executives to deliver long-term stockholder value, while also providing a retention vehicle for our executive talent. In fiscal year 2021, we granted executives both time-based restricted stock units ("RSUs") and performance-based RSUs (“PB-RSUs”).
Our Compensation Committee believes that executive compensation should be linked to our overall financial performance, strategic success and stockholder returns. As such, our executive compensation program is designed to attract highly qualified individuals, retain those individuals in a competitive marketplace for executive talent and motivate performance in a manner that supports achievement of our mission of increasing stockholder value while ensuring that these programs do not encourage excessive risk-taking. We seek to align individual performance with long-term strategic business objectives and stockholder interests in a manner consistent with safe and sound business practices and sustainable financial performance. We believe our executive compensation program as developed and implemented, and as presented in this CD&A, achieves these objectives and is appropriate for a company in our industry and at our stage of growth.
In August and November 2021, our Compensation Committee reviewed our executive compensation philosophy and plan design in the context of our compensation philosophy as well as peer group market practice and trends. Following this review, the Committee determined to maintain key features of the plan unchanged for fiscal year 2022. This includes performance measures of our annual incentive plan, the design of PB-RSUs, and mix of time- and performance-based equity grants for executives. Taking into consideration the highly competitive market for executive talent in the software market, accounting for both private and public company competitors, and a desire to retain and motivate executives through a critical time horizon for our company, the Compensation Committee also approved one-time RSU awards for named executives other than our CEO. These grants will vest 50% on each of the second and third anniversaries of the grant date. The Compensation Committee believes these grants were appropriate in the context of our desire to retain and motivate executives as well as the broader trend of an increasingly competitive market for executive talent in the software sector.
Fiscal Year 2021 Target Pay Mix
Consistent with our philosophy of aligning executive pay with the short-term and long-term performance of the Company, and to align the interests of management and stockholders, our compensation program is designed to provide the majority of executive compensation in the form of variable, at-risk pay which is earned based on the Company’s performance. Our Compensation
22


Committee thoughtfully employs the primary compensation elements described in the previous table to achieve these objectives. In fiscal year 2021, our reliance on performance-based cash and equity incentives as well as long-term time-based RSUs resulted in a majority of the target total direct compensation for our named executive officers delivered in at-risk pay, subject to variability in realized pay based on changes in our financial performance and/or stockholder returns, as illustrated below. Please note that we have intentionally excluded Mr. Barter and Ms. Lewis from this analysis due to their limited time as named executive officers during fiscal year 2021.
payratiomix.jpg

Outreach, Engagement and Say-on-Pay Responsiveness
At our 2021 Annual Meeting of Stockholders, our stockholders were provided with the opportunity to cast an advisory (non-binding) vote on the compensation of our NEOs for fiscal 2020 (the “say-on-pay” proposal). Our stockholders approved the say-on-pay proposal, with approximately 99% of the votes cast voting in favor of our executive compensation program.
Our Compensation Committee reviews our executive compensation program annually, taking into consideration feedback from our stockholders, including the results of our say-on-pay vote, as well as market conditions and input from the Compensation Committee’s independent compensation consultant. Taking into consideration the strong support for our 2021 say-on-pay vote, our Compensation Committee determined to retain the key features of our executive compensation program during fiscal year 2021.We also have a practice of engaging with key stakeholders on an as needed basis to discuss the rationale behind our executive pay programs.
Our Compensation Committee considers the results of our say-on-pay vote to be an important input in the evaluation of our approach to executive compensation and the effectiveness of our incentive compensation programs and will continue to consider input from our stockholders as reflected in the outcome of our annual say-on-pay vote as well as other feedback received throughout the fiscal year.
23


Compensation Related Policies and Practices
We believe our pay-for-performance philosophy and compensation governance practices provide an appropriate framework for our executives to achieve our financial and strategic goals without encouraging them to take excessive risks in their business decisions. Our key practices include:
What We Do
ü    Pay-for-performance philosophy and culture
ü    Strong emphasis on performance-based incentive awards
ü    Responsible use of shares under our long-term incentive program
ü    Rigorous stock ownership requirements for all executives and non-employee directors
ü    A clawback policy applicable to executive officers
ü    Engagement of an independent compensation consultant
ü    Conduct annual stockholder outreach
What We Don’t Do
X    No hedging and pledging of Company stock
X    No excise tax gross-ups
X    No repricing of stock option awards
X    No supplemental executive retirement plans
X    No resetting of financial targets for performance-based incentive awards
X    No excessive perquisites
Executive Compensation Philosophy and Objectives
We operate in a highly competitive and rapidly evolving market. Our ability to compete and succeed in this environment is directly correlated to our ability to recruit, incentivize and retain talented employees. Our compensation philosophy is designed to establish and maintain a compensation program that attracts, retains, and rewards employees who possess the skills necessary to create long-term value for our stockholders, expand our business and assist in the achievement of our strategic objectives.
In fiscal year 2021, our Compensation Committee reviewed and assessed our general compensation philosophy, which is intended to align with our core values, yearly performance, and our stockholder interests, as well as to effectively balance our short- and long-term objectives. The Compensation Committee believes that our compensation should support and reward decision-making that is in the best interests of our long-term stockholders, and that a great work environment needs to be supported by competitive pay practices and benefits. When determining the competitiveness of our pay practices, we look at the entire pay and benefit package, taking into account total direct compensation. In assessing the competitiveness of our compensation program, we reference the 50th percentile of the relevant competitive market, and make adjustments, either up or down, to reflect a variety of considerations, including individual performance, scope of responsibilities, criticality of position, retention considerations and internal equity considerations.
The Compensation Committee retains flexibility to review our compensation structure periodically as needed to focus on different business objectives and reviews our executive compensation programs at least annually.
Consistent with our compensation philosophy, the primary goals of our executive compensation programs are to:
Facilitate our ability to recruit, retain and motivate top talent;
Align the interests of our executives with those of our stockholders;
Provide differentiated pay for performance; and
Balance short- and long-term strategic objectives.
Compensation Determination Process
Role of Compensation Committee
Our Compensation Committee oversees and administers the compensation program for our executive officers in accordance with its Charter. Our Compensation Committee’s responsibilities include oversight of our equity and incentive-based compensation plans. At least annually, our Compensation Committee reviews our overall compensation strategy, including our use of base salary, incentive compensation and equity-based awards.
Our Compensation Committee evaluates the performance of our Chief Executive Officer and approves the compensation for our Chief Executive Officer in light of the goals and objectives of our compensation program for that year. Our Compensation Committee annually assesses the performance of our other executives and approves the compensation of these executives, including our other
24


named executive officers. Our Compensation Committee does not delegate any of its responsibility to determine executive compensation.
Role of Management
Our Compensation Committee receives support from our senior human resources and legal executives in designing our executive compensation program and analyzing competitive market practices. Our CEO regularly participates in Compensation Committee meetings to provide input on our compensation philosophy and objectives. Our CEO also evaluates the performance of our executives and provides recommendations to our Compensation Committee regarding the compensation of our executives, including our named executive officers (other than with respect to his own compensation). None of our executives attends any portion of Compensation Committee meetings at which his or her compensation is discussed.
Role of Consultants
The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. During fiscal year 2021, the Compensation Committee retained the services of Compensia as independent executive compensation consultant to advise the Compensation Committee on compensation matters related to the executive and director compensation programs. In fiscal year 2021, Compensia provided the following support:
assisted in the review and updating of our compensation peer group;
analyzed the executive compensation levels and practices of the companies in our compensation peer group;
provided advice with respect to compensation best practices and market trends for named executive officers and directors;
assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our named executive officers and other executives; and
provided ad hoc advice and support throughout the year.
Compensia reported to and worked for the Compensation Committee (and not on behalf of management) to assist our Compensation Committee in satisfying its responsibilities and will undertake no projects for management without our Compensation Committee's approval. Prior to engaging Compensia, the Compensation Committee considered the specific independence factors adopted by the SEC and the NYSE and determined that Compensia is independent and that Compensia's work did not raise any conflicts of interest.
Consideration of Compensation Risk
During fiscal year 2021, our management team completed a comprehensive evaluation of risk as it relates to the Company’s compensation programs, policies, and practices for all Model N employees. Our Compensation Committee reviewed the findings of this assessment and does not believe that the Company’s compensation policies and practices encourage excessive or inappropriate risk taking or are reasonably likely to have a material adverse effect of the Company.
Based on this review, the Compensation Committee has concluded that any risks arising from our compensation programs are not reasonably likely to have a material adverse effect on the Company.
Use of Market Data
With the assistance and recommendations of Compensia, the Compensation Committee adopted a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices. Peer companies were selected based on industry classification as well as company size in terms of revenue (targeting a range between approximately $70 million to $300 million) and market capitalization (targeting a range between approximately $250 million to $2.5 billion).
For fiscal year 2021, the compensation peer group consisted of the following 17 companies:
Agilysys
PROS Holdings
American Software
QAD
Benefitfocus
Rapid7
Brightcove
SPS Commerce
LivePerson
Talend S.A.
Mitek Systems
Upland Software
MobileIron
Vocera Communications
PagerDuty
Zuora
Phreesia
The Compensation Committee evaluates the peer group annually and modifies the peer group as needed. Given that not all of the peer companies report data for a position comparable to each of our executive officers, the Compensation Committee also
25


reviewed market data from the Radford Global Technology survey. Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual's performance, experience, and competitive market conditions in making compensation decisions. As such, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the peer group.
Compensation Decision-Making
The Compensation Committee’s goal is generally to set all elements of compensation within a competitive range, using a balanced approach that does not use rigid percentiles to target pay levels for each compensation element. Instead, the Compensation Committee makes its compensation decisions based on a variety of relevant factors, including those listed below.
For fiscal year 2021, the Compensation Committee reviewed each element of compensation described below and set the target total direct compensation opportunities of our executive officers after taking into consideration the following factors:
a compensation analysis of competitive market data performed by Compensia;
each executive officer’s scope of responsibilities;
each executive officer’s skill set;
each executive officer’s prior experience;
each executive’s time in his or her position;
the individual performance evaluations and the recommendations of our Chief Executive Officer; and
general market conditions.
The Compensation Committee does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile or multiple for establishing compensation among the executive officers or in relation to the competitive market data. Instead, the Compensation Committee relies upon its members’ knowledge and judgment in assessing the various qualitative and quantitative inputs it receives regarding each individual and makes compensation decisions accordingly.
Elements of Our Executive Compensation Program
The key elements of our executive compensation program are base salary, annual cash bonuses, and equity-based awards. Our Compensation Committee believes that a combination of these elements offers the best approach to achieving our compensation goals, including attracting and retaining talented executives and motivating our executives and other officers to expend maximum effort to achieve our strategic business goals, including the creation of long-term, sustainable growth of stockholder value.
Base Salaries
We offer base salaries that are intended to provide a level of stable fixed compensation to our executive officers for performance of day-to-day services. Base salaries for our executive officers are reviewed annually to determine whether an adjustment is warranted or required, with any changes in base salary generally effective on the first day of our fiscal year. Base salary for Mr. Ederer was established in connection with his initial offer of employment, and reflects an assessment of competitive market data as well as arm’s-length negotiations between the Company.
For fiscal year 2021, the annualized base salaries for our named executive officers were as follows:
20202021%
ExecutiveBase SalaryBase SalaryChange
Jason Blessing$500,000 $515,000 %
John Ederer (1)$— $375,000 — 
Mark Anderson$320,000 $330,000 3.1 %
Suresh Kannan$360,000 $375,000 4.2 %
Chris Lyon$355,000 $370,000 4.2 %
Cathy Lewis$276,300 $286,300 3.8 %
David Barter (2)$375,000 $— — %
_________________________
(1)    Mr. Ederer joined the Company during fiscal year 2021; his salary listed above reflects his annualized base salary.
(2)     Mr. Barter did not receive a fiscal year 2021 increase due to his resignation date of October 8, 2020.
26


Annual Bonus Plan
We provide our executive officers, including our named executive officers, with the annual opportunity to earn cash bonuses to encourage the achievement of corporate and individual objectives and to reward those individuals who significantly impact our corporate results. The Compensation Committee determines and approves cash bonus decisions for our executive officers in its sole discretion based on a variety of factors, including performance versus certain Company performance metrics, as described below, as well as individual performance.
The bonus targets applicable to our named executive officers for fiscal year 2021 were as follows:
ExecutiveFY2021 Target Opportunity
(as a % of base salary)
Jason Blessing100 %
John Ederer60 %
Mark Anderson65 %
Suresh Kannan 60 %
Chris Lyon100 %
Cathy Lewis30 %
David Barter (1)60 %
_________________________
(1)    Mr. Barter’s incentive target would have been 60% had he participated in the fiscal year 2021 bonus plan.
Fiscal Year 2021 Performance Metrics and Actual Results
The bonus plan applicable to fiscal year 2021 was based on the attainment of a target level of adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”). Adjusted EBITDA is defined as net loss, adjusted for depreciation and amortization, stock-based compensation expense, acquisition & integration related expenses, deferred revenue adjustment, interest (income) expense, net, other (income) expenses, net, certain legal expenses, and provision for (benefit from) income taxes. Net Annualized Recurring Revenue (“ARR”) Bookings, and Customer Satisfaction, are subject to adjustment for an individual performance factor as determined by our Chief Executive Officer and the Compensation Committee. In establishing the bonuses for named executive officers, the Net ARR, EBITDA and NPS metrics were weighted at 50%, 40% and 10%, respectively. Mr. Lyon and Mr. Anderson have slightly different performance than the other named executive officers due to a difference in performance metrics weightings and the inclusion of additional revenue generating metrics in their fiscal year 2021 plans.
The Compensation Committee approved these performance metrics since, in its view, these were strong indicators of the successful execution of our annual operating plan and that achieving the target level of Net ARR bookings, adjusted EBITDA, and Customer Satisfaction would require a focused and consistent effort by our executive officers throughout the fiscal year. The Compensation Committee may adjust the payouts resulting from our actual performance as measured against these objective metrics upward or downward based on its assessment of individual performance after considering input from our Chief Executive Officer.
For fiscal year 2021, our adjusted EBITDA was $29.3 million, equal to approximately 146% of the $20.0 million target approved at the beginning of the fiscal year and exceeding the threshold performance goal by $9.3 million. This level of performance resulted in a payout equal to 193% of target for the adjusted EBITDA component of the bonus. Our Customer Satisfaction performance was determined by our Net Promoter Score (“NPS”), which consolidates feedback from our users and provides a valuable non-financial strategic input for our leadership team in running our business. Relative to fiscal year 2020, our NPS score decreased to 4 points, resulting in zero payout when compared to the performance target established by the Compensation Committee at the beginning of the year under our fiscal year 2021 executive bonus plan.
The Company has chosen not to disclose our Net ARR bookings targets since it is an internal performance metric and the Company believes that the disclosure of such information would cause competitive harm without adding meaningfully to the understanding of its business. However, like performance targets for all metrics, the Compensation Committee has endeavored to set the performance goals at definitive, rigorous and objective levels so as to require significant effort and achievement by our executive team to be attained. Our fiscal year 2021 Net ARR bookings exceeded the target set for the year, resulting in a payout equal to 140% for this component of the bonus.
The fiscal year 2021 bonus plan also includes a feature that any amounts funded in excess of 105% of target would be paid in fully vested RSUs. Our Compensation Committee approved this plan feature taking into consideration a desire to maintain an ongoing focus on stockholder value creation and avoid any over-emphasis on short-term results that drive bonus plan payouts.
27


Fiscal Year 2021 Earned Bonuses
The fiscal 2021 bonuses earned by our named executive officers, reflect the corporate performance factor that was calculated based on our performance against the Net ARR, adjusted EBITDA, and NPS performance goals described above. In approving the bonus payments for our non-CEO named executive officers, our Compensation Committee considered these results as well as the recommendations and individual performance evaluations provided by our Chief Executive Officer. The bonus payment for our Chief Executive Officer was recommended to our Board of Directors by our Compensation Committee following a review of our corporate financial and operational results and our CEO’s individual performance evaluation.
FY2021 Target OpportunityFY2021 Earned Incentives
Executive(as a % of base salary)FY2021 Base Salary
%
$
Jason Blessing100%$515,000 147.2 %$758,203 
John Ederer (1)60%$375,000 147.2 %$247,760 
Mark Anderson (2)65%$330,000 157.2 %$337,142 
Suresh Kannan60%$375,000 147.2 %$331,254 
Chris Lyon (3)100%$370,000 139.3 %$515,280 
Cathy Lewis30%$286,300 147.2 %$126,451 
David Barter (4)60%$375,000 — %$— 
_________________________
(1)    Mr. Ederer’s fiscal year 2021 bonus was prorated based on his start date of January 1, 2021.
(2)    Mr. Anderson earned 157.2% due to his individual performance metrics having an additional revenue-generating metric specific to professional services.
(3)    Mr. Lyon earned 139.3% due to his individual performance metrics having a different weighting than the other named executive officers with a larger emphasis on net bookings in fiscal year 2021.
(4)    Mr. Barter did not participate in the fiscal year 2021 bonus plan due to his resignation date of October 8, 2020.
Equity-Based Awards
We use equity awards to motivate and reward our executive officers, including our named executive officers, for long-term corporate performance and to align their interests with those of our stockholders.
Consistent with market practice in technology companies, our long-term incentive program is comprised entirely of full-value equity vehicles, namely time-based and performance-based restricted stock units (“RSUs”). We award RSUs so as to reduce short-term dilution and stock plan share utilization, while providing a long-term, retentive element to the executive pay package. We incorporate performance-based RSUs into the program to further enhance the alignment between pay and the long-term performance of our Company.
Fiscal Year 2021 Equity Awards
In fiscal year 2021, consistent with past practice, we granted our executives, including our named executive officers a mix of performance-based and time-based RSU awards. The annual equity awards granted to our named executive officers were determined by our Compensation Committee after reviewing data from a competitive market analysis prepared Compensia. In addition, our Compensation Committee considers the input of our CEO regarding the individual performance and pay levels for his direct reports. The combination of time-based and performance-based equity awards set forth in the table below reflect a 50% and 40% weighting on performance-based equity for our Chief Executive Officer and other named executive officers, respectively. Equity awards are granted to our named executive officers annually in November, with a target value converted into a number of shares based on the average of the closing prices of our stock during the month of October. In the case of the performance-based equity awards granted in fiscal 2021, the value of the PB-RSUs reported in the Summary Compensation Table differs from the target value established by our Compensation Committee due to the accounting treatment required for equity awards with market-based performance vesting conditions.
28


ExecutiveTime-based RSUs
(#)
Performance-based RSUs
(#)
Jason Blessing 56,29556,295
John Ederer (1)44,67629,784
Mark Anderson14,3569,571
Suresh Kannan18,57812,385
Chris Lyon18,57812,385
Cathy Lewis (2)4,223
David Barter (3)
_________________________
(1)    Mr. Ederer’s fiscal year 2021 stock grants were granted on his start date of January 1, 2021.
(2)    Ms. Lewis only received grants of time-based RSUs during fiscal year 2021.
(3)    Mr. Barter did not receive any stock grants in fiscal year 2021 due to his resignation date of October 8, 2020.
Performance-based RSUs
In fiscal year 2021, the Compensation Committee determined to grant a portion of the target equity grant value to our executives in the form of a new performance-based RSU program (PB-RSU) based on total shareholder return as measured against the total shareholder return of companies included in the Russell 3000 index. The Compensation Committee believes that this plan complements other short- and long-term incentives, provides strong alignment with shareholders, and supports a rigorous pay-for-performance approach by introducing a relative goal measured over a three-year performance period.
The PB-RSUs awarded to named executives in fiscal year 2021 are based on the percentile ranking of Model N’s total shareholder return for equally weighted two- and three-year performance periods beginning January 1, 2021 compared to the total shareholder return of each company in the Russell 3000 index. For performance shares granted in fiscal year 2021, 50% of the shares are eligible to vest, subject to performance, on the second anniversary of the performance period start date, and 50% are eligible to vest, subject to performance, on the third anniversary of the performance period start date. TSR is calculated based on the percentage change between (i) the average closing stock price for the stock for the 20 trading days ending with the last NYSE trading day preceding the first day of the performance period and (ii) the average closing stock price for the stock for the 20 trading days ending with the last trading day of the performance period, assuming all dividends are reinvested on the ex-dividend date.
As shown below, the PB-RSU plan includes challenging levels of performance for both target and maximum levels of payouts. In addition, if our TSR over the performance period is negative, the payout percentage will be capped at 100% of target for the performance period. The two- and three-year performance periods are independent; at the end of the two-year performance period, any unearned shares are forfeited and are not eligible to be earned based on our three-year relative TSR performance.
Payout Levels
Model N TSR Ranking
Payout (% of Target)
Below Threshold
< 25th Percentile
0%
Threshold
25th Percentile
25%
Target
60th Percentile
100%
Maximum
90th Percentile
200%
If Model N achieves a TSR ranking between the 25th percentile and the 60th percentile or between the 60th percentile and the 90th percentile, the number of shares paid is interpolated on a straight-line basis.
Time-based RSUs
The time-based RSUs granted to our named executive officers vest over a four-year period with 6.25% of the shares subject to an award vesting each fiscal quarter. The vesting of these awards will accelerate by 100% of the remaining unvested shares in the event of a qualifying termination of employment within 12 months of a change in control of Model N as further described below.
Additional Policies and Practices
Stock Ownership Guidelines
To help ensure a strong alignment between executives and stockholder interests, the Company has adopted an equity ownership policy. The Company requires the Board of Directors and the executive management team to have an equity ownership interest, which includes both vested and unvested time-based restricted stock units in the Company in accordance with the following schedule by the end of the fiscal year marking the fifth (5th) anniversary of becoming subject to these guidelines:
29


Position
Requirement
Board of Directors
Lesser of 3x Annual Retainer or 12,000 shares
Chief Executive Officer
Lesser of 3x Annual Base Salary or 100,000 shares
Other Executive Officers
Lesser of 1x Annual Base Salary or 30,000 shares
It is expected that an individual who is subject to the policy will be in compliance with the guidelines by the end of the fiscal year marking the fifth anniversary of becoming subject to the policy. Interim targets to achieve are as follows:
20-25% after year 2
40-50% after year 3
70-75% after year 4
Compliance by year 5
As of September 30, 2021, each member of our Board of Directors and each of our named executive officers satisfied the applicable ownership guideline.
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 the Company’s common stock:
Hedging their interest in Company shares by selling short or trading or purchasing “put” or “call” options on our common stock or engaging in similar transactions; and
Pledging any shares of our common stock without prior clearance from our Corporate Compliance Officer as outlined in our Insider Trading Policy.
As of the date of this Proxy Statement, no shares of Company common stock were pledged by any director or executive officer.
Clawback Policy
Our Compensation Committee determined that it is in the Company’s best interests to ensure that all performance-based cash compensation and equity awards reflect actual performance. We have a clawback policy (the “Clawback Policy”) that covers current and former executive officers, including all officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended and applies to their incentive-based cash compensation and performance- and time-based equity awards.
In the event that compensation is predicated upon the Company achieving certain financial results, and the quarterly or annual financial statements (whether audited or unaudited) are adjusted to correct one or more errors that have a material impact on the Company’s financial statements and the Committee determines that the Executive Officer engaged in fraud or intentional misconduct that materially contributed to the need for such restatement, then the Committee shall, in such circumstances as it deems appropriate, recoup or require forfeiture of any incentive-based cash compensation and performance- and time-based equity awards which recoupment or forfeiture may, in the Committee’s discretion, relate to all or any portion of such amounts that are in excess of any compensation that would have been earned by any Executive Officer based upon the restated financial results, whether such amounts have already been earned, paid, or vested, or whether such amounts are subject to unearned, unvested or unpaid outstanding awards.
Benefits and Perquisites
Our employee benefit programs, including our health, dental, vision, life insurance and disability programs, are designed to provide a competitive level of benefits to our employees generally, including our named executive officers and their families. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our named executive officers are entitled to participate in the same employee benefit plans, and on the same terms and conditions, as all other United States full-time employees. The Company has a savings plan that qualifies under Section 401(k) of the Internal Revenue Code. Under the Section 401(k) Plan, employer matching contributions are based upon the amount of the employees’ contributions subject to certain limitations.
Our executive officers are generally not provided any perquisite or other benefits not available to our other employees. As disclosed in the Summary Compensation Table below, we do provide our Chief Executive Officer with a car service in connection with his roundtrip commute from his home to our headquarters in San Mateo, California, which was a benefit not used in fiscal year 2021 due to the ongoing closure of our headquarters due to COVID-19. Our Compensation Committee approved this perquisite in connection with Mr. Blessing’s offer of employment, and believes this expense is in the Company’s interest as a way to maximize Mr. Blessing’s ability to focus on Company business.
30


Tax and Accounting Treatment of Compensation
We account for the equity compensation awarded to our executive officers and other employees under ASC 718, which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is incurred. In addition, Section 162(m) of the Internal Revenue Code generally disallows companies to deduct for tax purposes individual compensation expense in excess of $1,000,000 paid to certain executive officers within a taxable year. Recent changes to Section 162(m) in connection with the passage of the Tax Cuts and Jobs Act repealed exceptions to the deductibility limit that were previously available for “qualified performance-based compensation” effective for taxable years after December 31, 2017. As a result, any cash or equity compensation paid to such executives in excess of $1 million will be non-deductible unless it qualifies for transition relief or applicable “grandfathering” rules. The Compensation Committee seeks to balance the cost and benefit of accounting and tax impacts with our executive compensation goals designed to promote long-term interests. Accordingly, the Compensation Committee retains discretion to approve new compensation or modify existing compensation arrangements that result in a loss of tax deductibility when it believes that such payments are appropriate to attract and retain executive talent.

31



EMPLOYMENT ARRANGEMENTS
Employment, Severance and Change in Control Arrangements
We have entered into an employment agreement or offer letter with each of our named executive officers in connection with their commencement of employment with us. Each of these arrangements was negotiated with oversight from the Compensation Committee of our Board of Directors.
Typically, these arrangements provide for at-will employment and included our named executive officers’ initial base salary, a discretionary annual incentive bonus opportunity and standard employee benefit plan participation. These arrangements also provided for a recommended equity award grant to be submitted to the Compensation Committee of our Board of Directors for approval, with an exercise price, in the case of stock options, equal to the fair market value of our common stock on the date of grant and subject to our specified vesting requirements. These employment arrangements were each subject to execution of our standard confidential information and invention assignment agreement.
Jason Blessing. We entered into an employment agreement (“Employment Agreement”) with Mr. Blessing, Chief Executive Officer, on May 7, 2018. Pursuant to the Employment Agreement, Mr. Blessing’s initial base salary was established at $415,000 per year. In addition, Mr. Blessing is eligible to receive an annual target bonus of at least 100% of his base salary based on the achievement of individual and Company objectives. On June 7, 2018, in accordance with the terms of his Employment Agreement, Mr. Blessing was granted initial equity awards of (i) $2,175,000 worth of restricted stock units that will vest over four years with 25% vesting on the first annual anniversary of the vesting commencement date and 6.25% vesting thereafter on each quarterly anniversary of the vesting commencement date; and (ii) $2,175,000 worth of performance-based restricted stock units that will vest over three years with 50% vesting on each of the second and third annual anniversary of the vesting commencement date, subject to the achievement of certain performance criteria. Mr. Blessing’s employment is at will and may be terminated at any time, with or without cause.
John Ederer. We entered into an offer letter agreement with Mr. Ederer, Chief Financial Officer, on December 23, 2020. Pursuant to the offer letter, Mr. Ederer’s initial base salary was established at $375,000 per year. In addition, Mr. Ederer is eligible to receive an annual target bonus of $225,000 based on the achievement of Company and personal objectives. On March 9, 2021, in accordance with the terms of his offer letter, Mr. Ederer was granted initial equity awards of (i) $1,650,000 worth of restricted stock units that will vest over four years with 25% vesting on the first annual anniversary of the vesting commencement date and 6.25% vesting thereafter on each quarterly anniversary of the vesting commencement date; and (ii) $1,100,000 worth of performance-based restricted stock units that will vest over three years with 50% vesting on each of the second and third annual anniversary of the vesting commencement date, subject to the achievement of certain performance criteria. Mr. Ederer’s employment is at will and may be terminated at any time, with or without cause.
Mark Anderson. We entered into an offer letter agreement with Mr. Anderson, Chief Services Officer, on March 30, 2016. Pursuant to the employment agreement, Mr. Anderson’s initial base salary was established at $275,000 per year. In addition, Mr. Anderson is eligible to receive an annual target bonus of $125,000 based on the achievement of Company and personal objectives. On May 12, 2016, Mr. Anderson was granted initial equity awards of (i) $250,000 worth of restricted stock units that will vest over four years with 25% vesting on each annual anniversary of the 15th day of the second month of the quarter; and (ii) $500,000 worth of performance-based restricted stock units that will vest over three years with 50% vesting on the second and third annual anniversary of the vesting commencement date, subject to the achievement of certain performance criteria. Mr. Anderson’s employment is at will and may be terminated at any time, with or without cause.
Suresh Kannan. We entered into an offer letter agreement with Mr. Kannan, Chief Product Officer, on September 6, 2019. Pursuant to the offer letter, Mr. Kannan’s initial base salary was established at $360,000 per year. In addition, Mr. Kannan is eligible to receive an annual variable compensation target bonus equal to 60% of the base salary if Company and personal assignment achievement is reached. In accordance with the terms of his offer letter, Mr. Kannan was granted initial equity awards of (i) $1,750,000 worth of restricted stock units that will vest over four years with 25% vesting on the first annual anniversary of the 15th day of the second month of the quarter and 6.25% vesting thereafter on each quarterly anniversary of the vesting commencement date; (ii) $750,000 worth of performance-based restricted stock units that will vest over three years with 33% vesting on the first annual anniversary of the vesting commencement date, and 8.375% vesting thereafter on each quarterly anniversary of the vesting commencement date, subject to the achievement of certain performance criteria; and (iii) $100,000 worth of Special Equity that will vest fully on the six month anniversary of his start date. Mr. Kannan’s employment is at will and may be terminated at any time, with or without cause.
Chris Lyon. We entered into an offer letter agreement with Mr. Lyon, Chief Revenue Officer, on March 27, 2019. Pursuant to the offer letter, Mr. Lyon’s initial base salary was established at $335,000 per year. In addition, Mr. Lyon is eligible to receive an annual variable compensation target bonus potential of approximately $335,000 if 100% of personal assignment achievement is reached. On June 12, 2019, Mr. Lyon was granted initial equity awards of (i) $910,000 worth of restricted stock units that will vest over four years with 25% vesting on the first annual anniversary of the 15th day of the second month of the quarter and 6.25% vesting
32


thereafter on each quarterly anniversary of the vesting commencement date; and (ii) $390,000 worth of performance-based restricted stock units that will vest over three years with 33% vesting on the first annual anniversary of the vesting commencement date, and 8.375% vesting thereafter on each quarterly anniversary of the vesting commencement date, subject to the achievement of certain performance criteria. Mr. Lyon’s employment is at will and may be terminated at any time, with or without cause.
Cathy Lewis. We entered into an offer letter agreement with Ms. Lewis, Chief Accounting Officer and former Principal Financial and Accounting Officer, on January 15, 2019. Pursuant to the employment agreement, Ms. Lewis’s initial base salary was established at $270,000 per year. In addition, Ms. Lewis is eligible to receive an annual target bonus of 30% of her base salary based on the achievement of Company and personal objectives. On February 23, 2020, Ms. Lewis was granted an initial equity award of $350,000 worth of restricted stock units that will vest over four years with 25% vesting on the first annual anniversary of the 15th day of the second month of the quarter and 6.25% vesting thereafter on each quarterly anniversary of the vesting commencement date. Ms. Lewis’s employment is at will and may be terminated at any time, with or without cause.
David Barter. We entered into an offer letter agreement with Mr. Barter, our former Senior Vice President and Chief Financial Officer, on May 7, 2017. Pursuant to the offer letter, Mr. Barter’s initial base salary was established at $310,000 per year. In addition, Mr. Barter is eligible to receive an annual target bonus of $155,000 based on the achievement of Company and personal objectives. On May 22, 2017, in accordance with the terms of his offer letter, Mr. Barter was granted 9,606 RSUs that fully vested on October 31, 2017, 79,250 RSUs, which vest in four equal installments on each annual anniversary of the vesting commencement date, and 26,416 performance-based RSUs that will vest over three years with 50% vesting on the second and third annual anniversary of the vesting commencement date, subject to the achievement of certain performance criteria. Effective October, 2020, Mr. Barter’s employment as Senior Vice President and Chief Financial Officer ended. In connection with Mr. Barter's resignation, Mr. Barter provided transition services to the Company through November 12, 2020.
Severance and Change in Control Arrangements
The Compensation Committee considers maintaining a stable and effective management team to be essential to protecting the best interests of Model N and its stockholders. Accordingly, our equity award agreements with each of our named executive officers (excluding Cathy Lewis) provide for acceleration of vesting of 100% of the unvested shares of our common stock underlying such equity awards in the event of an involuntary termination of employment (as such term is defined in the equity award agreement) within 12 months following a change in control in our Company.
In addition, we entered into a Change in Control and Severance Agreement (“Severance Agreement”) with each of our named executive officers. The Severance Agreements provide that in exchange for a customary release of claims, upon a qualifying termination, which means a termination by us without “cause” or a resignation by the executive officer for “good reason,” (each as defined in the Severance Agreement) each named executive officer who is currently employed by us (other than our Chief Executive Officer) would be entitled to receive: (i) a lump sum severance payment of six months of base salary plus an amount equal to his or her annual target bonus payment for the year of termination, pro-rated to reflect the partial year of service and (ii) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for the named executive officer and his or her covered dependents for up to six months will be paid by the Company. If the executive officer is subject to a qualifying termination within the 12 months following a change in control, then in lieu of the foregoing, the Severance Agreement provides the following benefits to such individual in exchange for a customary release of claims: (i) a lump sum severance payment of 12 months base salary plus a 100% target bonus payment, (ii) payment of premiums for continued medical benefits for the named executive officer and his or her covered dependents for up to 12 months and (iii) each of the executive officer’s outstanding equity awards will accelerate and become vested and exercisable, as applicable, as to 100% of the underlying shares, with any awards subject to performance-based vesting deemed earned based on actual achievement or if no such achievement has been determined, at 100% of target.
Our Severance Agreement with our Chief Executive Officer provides that in exchange for a customary release of claims, upon a qualifying termination, which means a termination by us without “cause” or a resignation by the Chief Executive Officer for “good reason,” (each as defined in the Severance Agreement)our Chief Executive Officer would be entitled to receive: (i) a lump sum severance payment of 12 months of base salary plus an amount equal to his or her annual target bonus payment for the year of termination, pro-rated to reflect the partial year of service and (ii) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for the Chief Executive Officer and his covered dependents for up to 24 months will be paid by the Company. If the Chief Executive Officer is subject to a qualifying termination within the 12 months following a change in control, then in lieu of the foregoing, the Severance Agreement provides the following benefits in exchange for a customary release of claims: (i) a lump sum severance payment of 18 months base salary plus a 100% target bonus payment, (ii) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for the Chief Executive Officer and his covered dependents for up to 24 months and (iii) each of his outstanding equity awards will accelerate and become vested and exercisable, as applicable, as to 100% of the underlying shares, with any awards subject to performance-based vesting deemed earned based on actual achievement or if no such achievement has been determined, at 100% of target.
These severance arrangements are intended to support our named executive officers’ continued attention, dedication and continuity with respect to their roles and responsibilities without the distraction that may arise from the possibility or occurrence of a
33


change of control of Model N. Each Severance Agreement has an initial term of three years following the effective date, and will automatically renew for successive three-year periods unless the Company provides the executive officer with notice of non-renewal at least three months prior to the end of the applicable term.
Potential Cost of Termination Payments
In the table below, we have estimated the potential cost to us of the compensation to which each named executive officer would be entitled in the event of a qualifying termination of employment outside of a change of control of the Company and within 12 months of a change of control of the Company, effective as of September 30, 2021. In each case, equity compensation values are based on the closing price per share of our common stock on September 30, 2021 of $33.50.
Qualifying TerminationQualifying Termination
in Connection with a Change in Control
Named Executive OfficerCash
Payments
($)
Benefits 
($)
Total 
($)
Cash Payments ($)Benefits 
($)
Equity
Compensation
($)
Total
($)
Jason Blessing1,030,000 59,261 1,089,261 1,287,500 59,261 7,145,718 8,492,478 
John Ederer (1)412,500 14,815 427,315 600,000 29,630 2,494,410 3,124,040 
Mark Anderson379,500 7,989 387,489 544,500 15,978 1,332,161 1,892,639 
Suresh Kannan412,500 1,207 413,707 600,000 2,414 2,335,419 2,937,833 
Chris Lyon555,000 11,606 566,606 740,000 23,212 2,434,010 3,197,221 
Cathy Lewis (2)167,013 2,938 169,951 186,095 4,701 245,723 436,518 
David Barter (3)412,500 11,606 424,106 600,000 23,212 3,168,799 3,792,011 
_________________________
(1)    The Company entered into a Severance Agreement with Mr. Ederer, effective July 2021, in connection with his role as Chief Financial Officer.
(2)    The termination and change in control terms applicable to Ms. Lewis are in line with her role of Chief Accounting Officer and differ from those of the other named executive officers in this table.
(3)    Reflects what Mr. Barter would have received in his role as Senior Vice President and Chief Financial Officer upon a qualifying termination outside of a change of control and within 12 months of a change of control as of September 30, 2021. However, Mr. Barter's service in such role ended as of October 8, 2020 and he would not have been eligible to receive the payments reflected in the table above after October 8, 2020.
34



SUMMARY COMPENSATION TABLE
The following table provides information regarding all plan and non-plan compensation awarded to, earned by or paid to each of our named executive officers during the fiscal years ended September 30, 2021, 2020 and 2019, as applicable.
Name and Principal PositionFiscal YearBase Salary ($)Bonus
($)
Non-Equity Incentive Plan Compensation ($)(1)Stock Awards
($)(2)(3)
All Other Compensation ($)Total
($)
Jason Blessing2021515,000 — 758,203 4,283,768 — 5,556,971 
Chief Executive Officer and
2020500,000 — 440,000 3,872,624 9,774 (4)4,822,398 
Member of the Board
2019485,000 — 708,119 1,798,300 38,040 (4)3,029,459 
John Ederer (5)2021281,250 50,000 (6)247,760 3,232,755 — 3,811,765 
Chief Financial Officer
Mark Anderson (7)2021330,000 — 337,142 887,407 — 1,554,549 
Chief Services Officer
2020320,000 — 209,618 747,480 — 1,277,098 
2019309,000 — 225,576 305,767 — 840,343 
Suresh Kannan2021375,000 — 331,254 1,148,354 — 1,854,608 
Chief Product Officer
2020360,000 — 190,080 2,770,203 — 3,320,283 
20191,364 — — — — 1,364 
Chris Lyon2021370,000 — 515,280 1,148,354 — 2,033,634 
Chief Revenue Officer
2020355,000 — 213,000 1,064,610 — 1,632,610 
2019167,500 — 264,471 1,311,926 — 1,743,897 
Cathy Lewis (8)2021286,300 126,451 140,414 — 553,165 
Chief Accounting Officer
David Barter (9)20218,523 — — — — 8,523 
Former Senior Vice President and2020375,000 — — 1,277,508 — 1,652,508 
Chief Financial Officer2019360,000 — 262,807 674,418 — 1,297,225 
_________________________
(1)    The amounts in this column reflect cash bonus awards earned by the named executive officers under our bonus plans applicable to fiscal years 2021, 2020 and 2019, as applicable. The bonus plan applicable to fiscal year 2021 is discussed in greater detail in “Executive Compensation” above. Fiscal year 2021 bonuses reflect 147.2% achievement, except for Chris Lyon's and Mark Anderson's bonuses which reflect 139.3% and 157.2% achievement, respectively, due to each of their individual performance metrics.
(2)    The amounts reported in this column represent the aggregate grant date fair value of RSU awards granted under our 2013 Equity Incentive Plan and 2021 Equity Incentive Plan (which replaced the 2013 Equity Incentive Plan) to our named executive officers during the fiscal years ended September 30, 2021, 2020 and 2019 as computed in accordance with Accounting Standards Codification Topic 718. The assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the RSU awards reported in this column are set forth in Note 14 to our consolidated financial statements included in our fiscal year 2021 Annual Report on Form 10-K filed on November 19, 2021. Note that the amounts reported in this column reflect the accounting cost for these RSU awards, and do not correspond to the actual economic value that may be received by our named executive officers from the RSU awards.
(3)    The fiscal year 2021 stock awards are discussed in greater detail in “Executive Compensation” above.
(4)    Pursuant to Mr. Blessing's employment agreement, the Company provides a car service in connection with Mr. Blessing's roundtrip commute between his home and the Company's offices in San Mateo, California.
(5)    Mr. Ederer was not an employee of the Company prior to fiscal year 2021.
(6)    Value represents a one-time sign-on bonus paid in cash to Mr. Ederer.
(7)    Mr. Anderson was a named executive officer of the Company in fiscal year 2019.
(8)    Ms. Lewis served as Principal Financial and Accounting Officer of the Company during fiscal year 2021.
(9)    Mr. Barter resigned as Senior Vice President and Chief Financial Officer of the Company during fiscal year 2021.

35


Grants of Plan-Based Awards During Fiscal Year 2021 Table
The following table provides information related to grants of plan-based awards to our named executive officers during fiscal year 2021:
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
Estimated Future Payouts Under Equity Incentive Plan Awards
(1)
NameGrant DateTarget
($)(1)
Maximum
($)(2)
Target
(#)
Maximum
(#)
All Other Stock Awards; Numbers of Shares of Stock or Units
(#)
Grant Date Fair Value of Stock Awards
($)(3)
Jason Blessing12/4/2020— — 56,295112,590 — 2,411,960 
12/4/2020— — — — 56,2951,871,808 
515,000 875,500 
John Ederer3/9/2021— — 29,78459,568 — 1,487,264 
3/9/2021— — — — 44,6761,745,491 
225,000 382,500 
Mark Anderson12/4/2020— — 9,571 19,142 — 410,070 
12/4/2020— — — — 14,356477,337 
214,500 364,650 
Suresh Kannan
12/4/2020— — 12,38524,770 — 530,636 
12/4/2020— — — — 18,578617,718 
225,000 382,500 
Chris Lyon12/4/2020— — 12,38524,770 — 530,636 
12/4/2020— — — — 18,578617,718 
370,000 629,000 
Cathy Lewis12/4/2020— — — — 4,223140,414 
85,890 146,013 
David Barter (4)— — — — — — 
_________________________
(1)    There are no threshold levels for the award.
(2)    Maximum performance for fiscal year 2021 was capped at 170% of target due to plan design.
(3)    The amounts reported in this column represent the aggregate grant date fair value of stock awards granted under our 2021 Equity Incentive Plan to our named executive officers during the fiscal year ended September 30, 2021 as computed in accordance with Accounting Standards Codification Topic 718. The assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the equity awards reported in this column are set forth in Note 2 to our consolidated financial statements included in our fiscal year 2021 Annual Report on Form 10-K. Note that the amounts reported in this column reflect the accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by our named executive officers from the equity awards.
(4)    Mr. Barter did not receive any grants during fiscal year 2021.

36


Outstanding Equity Awards at 2021 Fiscal Year-End Table
The following table provides information regarding outstanding RSUs held by our named executive officers as of September 30, 2021.
Stock Awards
NameGrant DateNumber of Shares or Units of Stock That
Have Not Vested
Market Value of Shares or Units of Stock that Have Not Vested
($)(1)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested 
($)(1)
Jason Blessing06/07/2018(2)22,671 759,479 — — 
11/30/2018(3)20,465685,578 — — 
11/22/2019(2)35,9151,203,153 — — 
12/04/2020(3)45738 1,532,223 — — 
11/30/2018(4)— — 5,484183,714 
11/22/2019(4)— — 26,737895,690 
12/04/2020(5)— — 56,2951,885,883 
John Ederer03/09/2021(2)44,6761,496,646 — — 
03/09/2021(5)29,784997,764 
Mark Anderson03/10/2018(3)1,132 37,922 — — 
11/30/2018(3)4,870163,145 — — 
11/22/2019(3)9,077304,080 — — 
12/04/2020(3)11662 390,677 — — 
11/30/2018(4)— — 55918,727 
11/22/2019(4)— — 2,89596,983 
12/04/2020(5)— — 9,571320,629 
Suresh Kannan11/22/2019(2)31,0811,041,214 — — 
12/04/2020(3)15,093505,616 — — 
11/22/2019(4)— — 11,155 373,693 
12/04/2020(5)— — 12,385 939,965 
Chris Lyon06/12/2019(2)21,472 719,312 — — 
11/22/2019(2)13,968467,928 — — 
12/04/2020(3)15,093505,616 — — 
06/12/2019(4)— — 5284 177,014 
11/22/2019(4)— — 4,455149,243 
12/04/2020(5)— — 12,385414,898 
Cathy Lewis02/23/2019(2)9,246309,741 — — 
11/22/2019(3)1,99366,766 — — 
12/04/2020(3)3,431114,939 — — 
David Barter (6)— — — — 
___________________________
(1)    The market value of unvested shares is calculated by multiplying the number of unvested shares held by the applicable named executive officer by the closing price of our common stock on September 30, 2021, which was $33.50.
(2)    The shares subject to this RSU award vest as to 25% on the first annual anniversary of the vesting commencement date and 6.25% vesting thereafter on each quarterly anniversary of the vesting commencement date.
(3)    The shares subject to this RSU award vest as to 6.25% on each quarterly anniversary of the vesting commencement date.
(4)    The shares subject to this performance-based RSU award vest as to 33% on the first annual anniversary of the vesting commencement date and 8.375% vesting thereafter on each quarterly anniversary of the vesting commencement date based on the achievement of certain Gross Recurring Revenue bookings targets.
(5)    The shares subject to this performance-based RSU award vest as to 50% on the second and third annual anniversaries of the vesting commencement date based on the performance of our stock price relative to the Russell 3000 Index.
(6)    All unvested equity awards held by Mr. Barter were canceled after his transition services period concluded on November 12, 2020.

37


Stock Vested During Fiscal Year 2021 Table
The following table provides information related to the vesting of RSUs held by our named executive officers during fiscal year 2021. Our named executive officers did not exercise any options during fiscal year 2021.
Stock Awards
NameNumber of Shares Acquired on Vesting
(#)
Value Realized on Vesting
($)(1)
Jason Blessing238,242 $9,395,721 
John Ederer (2)— $— 
Mark Anderson34,143 $1,332,951 
Suresh Kannan29,079 $1,041,514 
Chris Lyon33,026 $1,193,533 
Cathy Lewis7,848 $285,022 
David Barter (3)— $— 
__________________________
(1)    The aggregate value realized upon the vesting of an RSU represents the aggregate market price of the shares of our common stock on the date of vesting.
(2)    Mr. Ederer had no vesting activity in fiscal year 2021 due to his hire date of January 1, 2021.
(3)    Mr. Barter did not have any vesting in fiscal year 2021 due to his resignation date of October 8, 2020.
CEO Pay Ratio
As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer:
The fiscal year 2021 annual total compensation of our Chief Executive Officer was $5,556,971, the fiscal year 2021 annual total compensation of our median compensated employee was $92,328, and the ratio of these amounts is 60 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. For purposes of calculating the pay ratio for fiscal year 2021, we elected to use as our median employee the same individual that we originally identified as our median employee for 2020 because there was no significant change to our employee population or compensation arrangements that we reasonably believed would significantly impact our pay ratio disclosure.
For a description of our methodology for identifying the median employee, see “CEO Pay Ratio Disclosure” on page 49 of our definitive proxy statement filed with the SEC on January 8, 2021.
We then calculated the annual total compensation for this individual using the same methodology we use to calculate the amount reported for our CEO in the “Total” column of the 2021 Summary Compensation Table as set forth in this proxy statement.
The SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
38


COMPENSATION COMMITTEE REPORT
The information contained in this report will not be deemed to be “soliciting material” or to be “filed” with the SEC, nor will such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.
In reliance on the reviews and discussions referred to above and the review and discussion of the section captioned “Compensation Discussion and Analysis” with our management, our Compensation Committee has recommended to our Board of Directors that the section captioned “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K.
COMPENSATION COMMITTEE
Alan Henricks (Chair)
Baljit Dail
Kim DeCarlis
Dave Yarnold

39


EQUITY COMPENSATION PLAN INFORMATION
Securities Authorized for Issuance Under Equity Compensation Plans
The following table includes information as of September 30, 2021 for equity compensation plans:
Plan CategoryNumber of
securities to be issued
upon exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance
under equity
compensation plans
Equity compensation plans approved by security holders
$1,773,823 (1)$11.41 $6,518,399 (2)
Equity compensation plans not approved by security holders— — — 
Total$1,773,823 $11.41 $6,518,399 
____________________
(1)    Excludes purchase rights accruing under our 2021 Employee Stock Purchase Plan and includes 1,748,460 shares subject to RSUs.
(2)    Includes 2,927,700 shares of common stock that remain available for purchase under the 2021 Employee Stock Purchase Plan, 3,431,094 shares of common stock that remain available for purchase under our 2021 Equity Incentive Plan, and 159,605 shares of common stock reserved for issuance pursuant to the vesting of performance-based RSUs and subject to the achievement of certain performance criteria.
40


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 21, 2021, certain information regarding beneficial ownership of our common stock (a) by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of common stock, (b) by each director and nominee for director, (c) by named executive officers (as defined in “Executive Compensation” above) and (d) by all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on 36,432,699 shares of common stock outstanding at December 21, 2021. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options and RSUs held by that person or entity that are currently exercisable or releasable, or that will become exercisable or releasable within 60 days of December 21, 2021. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Model N, Inc., 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404.
Shares Beneficially Owned
(as of December 21, 2021)
NumberPercent
Named Executive Officers, Directors and Director Nominees:
Jason Blessing (1)
263,755
*
John Ederer (2)
1,632
*
Mark Anderson (3)
113,793
*
Suresh Kannan (4)
45,884
*
Chris Lyon (5)
41,407
*
Cathy Lewis (6)
15,864
*
David Barter (7)
100,283
*
Tim Adams (8)
32,842
*
Baljit Dail (9)
42,862
*
Kimberly DeCarlis (10)
7,501
*
Melissa Fisher (11)
41,366
*
Manisha Shetty Gulati (12)
4,458
*
Alan Henricks (13)
42,665
*
Scott Reese (14)
15,995
*
Dave Yarnold (15)
22,971
*
All directors and executive officers as a group (15 persons) (16):
724,057
2.0%
5% Stockholders:
Conestoga Capital Advisors, LLC (17)
5,771,451
15.8%
Neuberger Berman Group, LLC (18)
2,487,629
6.8%
BlackRock, Inc. (19)
2,339,342
6.4%
Artisan Partners Limited Partnership (20)
2,115,509
5.8%
Joshua M. Schwartz (21)
2,113,874
5.8%
The Vanguard Group (22)
1,879,739
5.2%
_________________________
*    Represents beneficial ownership of less than 1% of our outstanding shares of common stock.
(1)        Consists of 241,125 shares held by Mr. Blessing and 22,630 shares subject to restricted stock units held by Mr. Blessing that are releasable within 60 days of December 21, 2021.
(2)        Consists of 1,632 shares held by Mr. Ederer and 0 shares subject to restricted stock units held by Mr. Ederer that are releasable within 60 days of December 21, 2021.
(3)        Consists of 109,972 shares held by Mr. Anderson and 3,821 shares subject to restricted stock units held by Mr. Anderson that are releasable within 60 days of December 21, 2021.
(4)        Consists of 37,786 shares held by Mr. Kannan and 8,098 shares subject to restricted stock units held by Mr. Kannan that are releasable within 60 days of December 21, 2021.
(5)        Consists of 31,339 shares held by Mr. Lyon and 10,068 shares subject to restricted stock units held by Mr. Lyon that are releasable within 60 days of December 21, 2021.
(6)        Consists of 13,646 shares held by Ms. Lewis and 2,218 shares subject to restricted stock units held by Ms. Lewis that are releasable within 60 days of December 21, 2021.
41


(7)        Consists of 100,283 shares held by Mr. Barter and 0 shares subject to restricted stock units held by Mr. Barter that were releasable within 60 days of October 8, 2020, based on the most recent information available to the Company.
(8)        Consists of 31,765 shares held by Mr. Adams and 1,077 shares subject to restricted stock units held by Mr. Adams that are releasable within 60 days of December 21, 2021.
(9)     Consists of 41,711 shares held by Mr. Dail and 1,151 shares subject to restricted stock units held by Mr. Dail that are releasable within 60 days of December 21, 2021.
(10)    Consists of 6,546 shares held by Ms. DeCarlis and 955 shares subject to restricted stock units held by Ms. DeCarlis that are releasable within 60 days of December 21, 2021.
(11)        Consists of 40,384 shares held by Ms. Fisher and 982 shares subject to restricted stock units held by Ms. Fisher that are releasable within 60 days of December 21, 2021.
(12)    Consists of 3,544 shares held by Ms. Gulati and 914 shares subject to restricted stock units held by Ms. Gulati that are releasable within 60 days of December 21, 2021.
(13)    Consists of 41,602 shares held by Mr. Henricks and 1,063 shares subject to restricted stock units held by Mr. Henricks that are releasable within 60 days of December 21, 2021.
(14)    Consists of 15,013 shares held by Mr. Reese and 982 shares subject to restricted stock units held by Mr. Reese that are releasable within 60 days of December 21, 2021.
(15)    Consists of 21,962 shares held by Mr. Yarnold and 1,009 shares subject to restricted stock units held by Mr. Yarnold that are releasable within 60 days of December 21, 2021.
(16)     Consists of 724,057 shares held by our directors and executive officers as a group and 59,447 shares subject to options and restricted stock units that are exercisable or releasable within 60 days of December 21, 2021 held by our directors and executive officers as a group. This group does not include Ms. Lewis and Mr. Barter as they were not executive officers of the Company as of December 21, 2021.
(17)     Based on Schedule 13G filed on February 11, 2021 with the SEC. Consists of (i) 3,509,607 shares of common stock beneficially owned by Conestoga Capital Advisors LLC, of which it has sole voting power over 3,332,082 shares of common stock and sole dispositive power over 3,509,607 shares of common stock; and (ii) 2,261,844 shares of common stock held by Conestoga Small Cap Fund which has sole voting and dispositive power over the shares.
(18)    Based on Schedule 13G filed on February 11, 2021 with the SEC. Consists of 2,487,629 shares of common stock beneficially owned by Neuberger Berman Group LLC, Neuberger Berman Investment Advisers LLC and their affiliates, who have shared voting power over 2,465,404 shares and shared dispositive power over 2,487,629 shares of unrelated clients. Neuberger Berman Group LLC and its affiliates do not have any economic interest in the securities of those clients. The clients have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. No one client has an interest of more than 5% in the common stock of Model N, Inc. In addition to the holdings of individual advisory clients, Neuberger Berman Investment Advisers LLC serves as investment manager of Neuberger Berman Group LLC’s various registered mutual funds which hold such shares. Neuberger Berman Investment Advisers LLC also has shared power to dispose but does not have voting power over certain shares from individual client accounts. The address for each reporting person is 1290 Avenue of the Americas, New York, NY 10104.
(19)    Based on Schedule 13G filed January 29, 2021 with the SEC. Consists of 2,339,342 shares of common stock beneficially owned by BlackRock, Inc. which has (i) sole voting power over 2,302,314 shares of common stock; and (ii) sole dispositive power over 2,339,342 shares of common stock. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of Model N, Inc. No one person's interest in the common stock of Model N, Inc is more than five percent of the total outstanding common shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 1005.
(20)    Based on Schedule 13G filed on February 10, 2021 with the SEC. Consists of (i) 2,115,509 shares of common stock beneficially owned by Artisan Partners Limited Partnership (“APLP”), Artisan Investments GP LLC (“Artisan Investments”), Artisan Partners Holdings LP (“Artisan Holdings”), who each have sole voting and dispositive power over the shares Artisan Partners Asset Management Inc. (“APAM”). Artisan Holdings is the sole limited partner of APLP and the sole member of Artisan Investments. Artisan Investments is the general partner of APLP. APAM is the general partner of Artisan Holdings. Such shares have been acquired on behalf of discretionary clients of APLP. Persons other than APLP are entitled to receive all dividends from, and proceeds from the sale of, those shares. None of those persons, to the knowledge of APLP, Artisan Holdings, APAM, or Artisan Investments has an economic interest in more than 5% of the class. The address of the reporting persons is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.
(21)    Based on a Schedule 13G filed on January 7, 2021 with the SEC. Consists of (i) 56,093 shares of common stock beneficially owned by Joshua Schwartz; (ii) 396,652 shares of common stock beneficially owned by JL Nominees Pty Ltd (“JLN”); (iii) 396,652 shares of common stock beneficially owned by Justin Liberman; (iv) 571,021 shares of common stock beneficially owned by LL Nominees Pty Ltd (“LLN”); (v) 571,021 shares of common stock beneficially owned by Laini Liberman; (vi) 1,090,108 shares of common stock beneficially owned by NL Nominees Pty Ltd (“NLN”); and (vii) 1,090,108 shares of common stock beneficially owned by Nic Liberman. JLN is a proprietary company which acts as the trustee for the Justin Liberman Family Trust. LLN is a proprietary company which acts as the trustee for the Laini Liberman Family Trust. NLM is a proprietary company which acts as the trustee for the Nic Liberman Family Trust. Justin Liberman (“JL”), Laini Liberman (“LL”) and Nic Liberman (“NL”) are each the Director of JLN, LLN and NLN, respectively. Each of JL, LL and NL has the power to vote and dispose of the securities owned by JLN, LLN and NLN, respectively. Accordingly, each of JL, LL and NL is deemed to beneficially own the securities owned by JLN, LLN and NLN, respectively. Joshua Schwartz is serving as advisor to each of JLN, LLN and NLN in regard to the Common Stock owned by it, and Joshua Schwartz has sole voting and dispositive power over the 56,093 shares of common stock held by him. As advisor, Mr. Schwartz has assisted in the selection, timing, sizing and duration of each such proprietary company’s investment in the common stock. The address of Joshua Schwartz is c/o the Law Office of Matthew J. Day PLLC, 120 W. 45th Street, Suite 3600, New York, NY 10036.
(22)    Based on Schedule 13G filed on February 10, 2021 with the SEC. Consists of 1,879,739 shares of common stock beneficially owned by The Vanguard Group, of which it has (i) shared voting power over 74,958 shares of common stock; (ii) sole dispositive power over 1,782,395 shares of common stock; and (iii) shared dispositive power over 97,344 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
42



SECTION 16(A) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC.
SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during fiscal year 2021, all Section 16(a) filing requirements were satisfied on a timely basis.
ADDITIONAL INFORMATION
Stockholder Proposals for 2023 Annual Meeting
Any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2023 Annual Meeting of Stockholders, all applicable requirements of Rule 14a-8 must be satisfied and we must receive such proposals no later than September 8, 2022. Such proposals must be delivered to the Corporate Secretary of Model N at the address listed on the front page.
Proposals of stockholders that are not eligible for inclusion in the Proxy Statement and proxy for our 2023 Annual Meeting of Stockholders, or that concern one or more nominations for Directors at the meeting, must comply with the procedures, including minimum notice provisions, contained in our Bylaws. Notice must be received by the Corporate Secretary of Model N at the address listed on the front page, no earlier than November 5, 2022 and no later than December 5, 2022.
However, if the date of our 2023 Annual Meeting of Stockholders is advanced by more than 30 days prior to, or delayed by more than 60 days after, the one-year anniversary of the date of the previous year’s annual meeting, then, for notice to the stockholder to be timely, it must be so received by the Corporate Secretary at the address listed on the front page not earlier than the close of business on the 105th day prior to such annual meeting and not later than the close of business on the later of (1) the 75th day prior to such annual meeting, or (2) the tenth day following the day on which public announcement of the date of such annual meeting is first made.
A copy of the pertinent provisions of the Bylaws is available upon request to the Corporate Secretary of Model N at the address listed on the front page.
Solicitation of Proxies
We will bear the expense of preparing, printing and distributing proxy materials to our stockholders. In addition to solicitations by mail, there may be incidental personal solicitation at nominal cost by directors, officers, employees or our agents. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of our common stock for which they are record holders.
Fiscal Year 2021 Annual Report on Form 10-K
A copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 and our 2022 proxy statement, each as filed with the SEC, is available, without charge, by mailing a request to Investor Relations, Model N, Inc., 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404. The Annual Report on Form 10-K and proxy statement are also available at the web address shown on the Notice of Annual Meeting of Stockholders and under the “Investors” section on our website at: http://investor.modeln.com/annual-meeting/Index?KeyGenPage=1073749823.
OTHER MATTERS
We know of no other matters that are likely to be brought before the meeting. If, however, other matters that are not now known or determined come before the meeting, the persons named in the enclosed proxy or their substitutes will vote such proxy in accordance with their discretion.
MODEL N, INC.
January 7, 2022
San Mateo, California



43



ANNEX A
NON-GAAP FINANCIAL MEASURES
We have provided in this proxy statement financial information that has not been prepared in accordance with accounting standards generally accepted in the United States of America (“GAAP”). We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures below.
A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this Annex A.
Our reported results include certain non-GAAP financial measures, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP subscription gross profit, non-GAAP subscription gross margin, non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) per share, and adjusted EBITDA. Non-GAAP gross profit excludes stock-based compensation expenses, amortization of intangible assets, and deferred revenue adjustments as they are often excluded by other companies to help investors understand the operational performance of their business. Non-GAAP income (loss) from operations excludes stock-based compensation expense, amortization of intangible assets, acquisition-related expense, and deferred revenue adjustments. Non-GAAP net income (loss) excludes stock-based compensation expense, amortization of intangible assets, acquisition-related expense, amortization of debt discount and issuance costs, and deferred revenue adjustments. Additionally, stock-based compensation expense varies from period to period and from company to company due to such things as valuation methodologies and changes in stock price. Adjusted EBITDA is defined as net loss, adjusted for depreciation and amortization, stock-based compensation expense, acquisition-related expense, deferred revenue adjustment, interest (income) expense, net, other (income) expenses, net, and provision for (benefit from) income taxes. Reconciliation tables are provided in this Annex A.

























44



Model N, Inc.
Reconciliation of GAAP to Non-GAAP Operating Results
(in thousands, except per share amounts)
 Three Months Ended September 30,Twelve Months Ended September 30,
 2021202020212020
Reconciliation from GAAP net loss to adjusted EBITDA    
GAAP net loss$(6,069)$(3,657)$(29,737)$(13,664)
Reversal of non-GAAP items
Stock-based compensation expense8,113 5,268 29,963 22,500 
Depreciation and amortization2,232 1,335 7,972 5,498 
Acquisition-related expense— — 2,509 — 
Interest expense, net3,699 3,371 14,344 6,322 
Other expenses (income), net35 347 210 (76)
Provision for (benefit from) income taxes(71)302 769 812 
Adjusted EBITDA$7,939 $6,966 $26,030 $21,392 
 Three Months Ended September 30,Twelve Months Ended September 30,
 2021202020212020
Reconciliation from GAAP gross profit to non-GAAP gross profit  
GAAP gross profit$28,776 $24,872 $106,797 $95,560 
Reversal of non-GAAP expenses  
Stock-based compensation (a)2,230 980 7,690 4,094 
Amortization of intangible assets (b)709 282 2,409 1,193 
Non-GAAP gross profit$31,715 $26,134 $116,896 $100,847 
Percentage of revenue61.6 %63.0 %60.4 %62.6 %
 Three Months Ended September 30,Twelve Months Ended September 30,
 2021202020212020
Reconciliation from GAAP subscription gross profit to non-GAAP subscription gross profit
GAAP subscription gross profit$24,756 $21,093 $92,515 $81,723 
Reversal of non-GAAP expenses
Stock-based compensation (a)1,114 436 3,658 1,865 
Amortization of intangible assets (b)709 282 2,409 1,193 
Non-GAAP subscription gross profit$26,579 $21,811 $98,582 $84,781 
Percentage of subscription revenue69.6 %73.5 %69.2 %73.0 %
Three Months Ended September 30,Twelve Months Ended September 30,
2021202020212020
Reconciliation from GAAP professional services gross profit to non-GAAP professional services gross profit
GAAP professional services gross profit$4,020 $3,779 $14,282 $13,837 
Reversal of non-GAAP expenses
Stock-based compensation (a)1,116 544 4,032 2,229 
Non-GAAP professional services gross profit$5,136 $4,323 $18,314 $16,066 
Percentage of professional services revenue38.6 %36.7 %35.9 %35.8 %
 Three Months Ended September 30,Twelve Months Ended September 30,
 2021202020212020
Reconciliation from GAAP operating income (loss) to non-GAAP operating income    
GAAP operating income (loss)$(2,406)$363 $(14,414)$(6,606)
Reversal of non-GAAP expenses  
Stock-based compensation (a)8,113 5,268 29,963 22,500 
Amortization of intangible assets (b)2,008 1,171 7,196 4,751 
Acquisition-related expense (c)— — 2,509 — 
Non-GAAP operating income$7,715 $6,802 $25,254 $20,645 
Numerator    
Reconciliation between GAAP net loss and non-GAAP net income    
GAAP net loss$(6,069)$(3,657)$(29,737)$(13,664)
Reversal of non-GAAP expenses  
Stock-based compensation (a)8,113 5,268 29,963 22,500 
Amortization of intangible assets (b)2,008 1,171 7,196 4,751 
Acquisition-related expense (c)— — $2,509 — 
Amortization of debt discount and issuance costs (d)2,577 2,287 9,863 3,405 
Non-GAAP net income
$6,629 $5,069 $19,794 $16,992 
Denominator    
Reconciliation between GAAP and non-GAAP net income (loss) per share    
Shares used in computing GAAP net loss per share:
Basic35,921 34,684 35,461 34,008 
Diluted35,921 34,684 35,461 34,008 
Shares used in computing non-GAAP net income per share
Basic35,921 34,684 35,461 34,008 
Diluted36,475 36,413 36,542 35,366 
GAAP net loss per share
Basic and diluted(0.17)(0.11)(0.84)(0.40)
Non-GAAP net income per share
Basic0.18 0.15 0.56 0.50 
Diluted0.18 0.14 0.54 0.48 
 Three Months Ended September 30,Twelve Months Ended September 30,
 2021202020212020
Amortization of intangibles assets recorded in the statements of operations    
Cost of revenues    
Subscription$709 $282 $2,409 $1,193 
Professional services— — — — 
Total amortization of intangibles assets in cost of revenue (b)709 282 2,409 1,193 
Operating expenses    
Research and development— — — — 
Sales and marketing1,299 889 4,787 3,558 
General and administrative— — — — 
Total amortization of intangibles assets in operating expense (b)1,299 889 4,787 3,558 
Total amortization of intangibles assets (b)$2,008 $1,171 $7,196 $4,751 
 Three Months Ended September 30,Twelve Months Ended September 30,
 2021202020212020
Stock-based compensation recorded in the statements of operations    
Cost of revenues    
Subscription $1,114 $436 $3,658 $1,865 
Professional services1,116 544 4,032 2,229 
Total stock-based compensation in cost of revenue (a)2,230 980 7,690 4,094 
Operating expenses   
Research and development1,531 882 6,051 4,625 
Sales and marketing1,930 1,571 7,541 6,160 
General and administrative2,422 1,835 8,681 7,621 
Total stock-based compensation in operating expense (a)5,883 4,288 22,273 18,406 
Total stock-based compensation (a)$8,113 $5,268 $29,963 $22,500 
Use of Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements presented on a GAAP basis, we use non-GAAP measures of adjusted EBITDA, gross profit, gross margin, income from operations, net income, weighted average shares outstanding and net income per share, which are adjusted to exclude stock-based compensation expense, amortization of intangible assets, acquisition-related expense, and amortization of debt discount and issuance costs and include dilutive shares where applicable. We believe these adjustments are appropriate to enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our current period GAAP results are made with the intent of providing both management and investors a more complete understanding of our underlying operating results and trends and our marketplace performance. The non-GAAP results are an indication of our baseline performance that are considered by management for the purpose of making operational decisions. In addition, these non-GAAP results are the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for operating income (loss), net loss or basic and diluted net loss per share prepared in accordance with generally accepted accounting principles in the United States. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and are subject to limitations.

45



While a large component of our expenses incurred in certain periods, we believe investors may want to exclude the effects of these items in order to compare our financial performance with that of other companies and between time periods:
(a) Stock-based compensation is a non-cash expense accounted for in accordance with FASB ASC Topic 718. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies.
(b) Amortization of intangible assets resulted principally from acquisitions. Intangible asset amortization is a non-cash item. As such, we believe exclusion of these expenses provides for a better comparison of our operating results to prior periods and to our peer companies.
(c) Acquisition-related expense. Acquisition-related expense is incurred in connection with the acquisition and is non-recurring. As such, we believe that exclusion of these acquisition-related expense provides for a better comparison of our operation results to prior periods and to our peer companies.
(d) Amortization of debt discount and issuance costs. Amortization of debt discount and issuance costs is a non-cash item. As such, we believe exclusion of these expenses provides for a better comparison of our operating results to prior periods and to our peer companies.



46



proxycard.jpg

47



proxycard2.jpg

48