E2open Parent Holdings, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
 
 
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material Pursuant to §240.14a-12
E2OPEN Parent Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
No fee required.
 
Fee paid previously with preliminary materials.
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11.
 
 
 


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e2open Proxy Statement 2024 Annual Meeting of Stockholders


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To all e2open Stockholders:

It is with great pleasure that we invite you to our 2024 Annual Meeting of Stockholders. The meeting will be held on Friday, June 28, 2024 at 9:00 a.m. EDT. This year’s Annual Meeting will be a virtual-only meeting. You can attend the Annual Meeting, vote, and submit your questions during the meeting by visiting https://www.proxydocs.com/ETWO.

Whether or not you plan to attend the virtual Annual Meeting, your vote on these matters is important to us. Stockholders of record can vote their shares online, by using a toll-free telephone number or by completing a proxy card and mailing it in the return envelope provided. If you hold shares through your broker or other intermediary, that person or institution will provide you with instructions on how to vote your shares.

On behalf of the Board of Directors and the management of e2open, we appreciate your continued support and interest in e2open.

 

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Andrew Appel

 

Chief Executive Officer

 

 

 

 

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By the numbers - client impact
A proven history of
client success and
value creation
E2open streamlines and optimizes supply chain
operations for some of the world’s largest brands

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16 billion

 

annual transactions

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480,000+

 

connected enterprises

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3 year

 

contract length with
enterprise clients

 

 

 

 

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Additional Information

The accompanying document is the proxy statement of e2open for the annual meeting. This proxy statement is available without charge to stockholders of e2open upon written or oral request. This document and other filings by e2open with the U.S. Securities and Exchange Commission (the “SEC”) may be obtained by either written or oral request to E2open Parent Holdings Inc., 9600 Great Hills Trail, Suite 300E Austin, TX 78759 or by telephone at (866) 432-6736.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

Information contained on the e2open website, or any other website, is expressly not incorporated by reference into the accompanying proxy statement.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the annual meeting, or no later than June 21, 2024.

 

 

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E2open Parent Holdings, Inc.

 

9600 Great Hills Trail, Suite 300E

 

Austin, TX 78759

 

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

 

To the Stockholders of E2open Parent Holdings, Inc.:

The 2024 Annual Meeting of Stockholders of E2open Parent Holdings, Inc. will be held on June 28, 2024, at 9:00 a.m. EDT. This year’s Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. A virtual meeting provides expanded access from any location around the world, improved communication and cost savings for our stockholders and the Company. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting https://www.proxydocs.com/ETWO.

You are invited to attend the Annual Meeting, to be held for the following purposes (the “Stockholder Proposals”):

 

1.

To elect 2 director nominees to serve as Class III directors on the Board of Directors until our 2027 Annual Meeting of Stockholders (Proposal No. 1);

 

2.

To hold an advisory vote to approve the compensation of our named executive officers (Proposal No. 2);

 

3.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2025 (Proposal No. 3); and

 

4.

To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Only stockholders of record at the close of business on Monday, April 29, 2024, are entitled to notice of, and to vote at, the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 28, 2024: THIS PROXY STATEMENT, FORM OF PROXY CARD AND OUR FISCAL YEAR 2024 ANNUAL REPORT ARE AVAILABLE AT WWW.E2OPEN.COM.

Whether or not you plan to attend the virtual Annual Meeting and regardless of the number of shares you own, please vote as promptly as possible via the Internet or by telephone in accordance with the instructions in your proxy materials. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached proxy statement. For further information concerning the individuals nominated as directors, the proposals being voted upon, use of the proxy and other related matters, you are urged to read the attached proxy statement.

After careful consideration, the Board of Directors of E2open has determined that the Stockholder Proposals are advisable and in the best interests of E2open and its stockholders and unanimously recommends that the holders of E2open’s Class A Common Stock and Class V Common Stock entitled to vote with respect to each of the Stockholder Proposals, vote or give instruction to vote “FOR” each noted proposal.

 

Chinh Chu

Chairman of the Board

May 17, 2024

 

 

 

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LOGO

Proxy Statement

2024 Annual Meeting of Stockholders

 

www.e2open.com

Table Of Contents

 

Proxy Statement Summary           8-10   

2024 Annual Meeting of Stockholders

   8   

Voting Roadmap

   8   

Director Nominees

   9   

Executive Compensation Highlights

   9-10         
How Do I Vote?           11-12   
Board of Directors           13-29   

Board of Directors’ Structure and Governance

   22   

Nominees for Directors

   22-23   

Board Meetings

   24   

Committees, Membership and Meetings

   24-28   

Director Compensation

   28-29         
Corporate Governance           30-39   

Corporate Governance Guidelines

   31   

Prohibition on Speculative Transactions and Pledging

   32   

Stock Ownership Guidelines for Directors and Senior Officers

   32   

Board Leadership Structure

   33   

The Board’s Role in Risk Oversight

   34-35         
     

 

 


             
Corporate Governance (cont)           30-39  

Risk Management

   36   

Director Independence

   37   

Director Tenure, Board Refreshment and Diversity

   37   

Director Self-Evaluations

   38   

Communications with the Board

   38   

Employee Matters

   39         
Executive Compensation           40-71   

Compensation Discussion and Analysis

   41-55   

Compensation Committee Report

   55   

Fiscal 2024 Compensation Tables

   56-62   

Potential Payments Upon Termination or Change-In-Control

   63-66   

CEO Pay Ratio

   67-68   

Pay Versus Performance

   69-71         
Security Ownership of Certain Beneficial Owners and Management           72-75   
Delinquent Section 16(a) Reports           75     
Transactions with Related Persons           75-76   
Proposals           77-84   

Proposal No. 1: Election of Directors

   78   

Proposal No. 2: Advisory Vote to Approve the Compensation of our Named Executive Officers

   79   

Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm

   80-81   

Report of the Audit Committee of the Board of Directors

   82   

Stockholder Proposals for 2025 Annual Meeting

   83-84         
Questions and Answers about the Annual Meeting and Voting           85-92   
No Incorporation by Reference           93     
Other Business         93     
     

 

 

 

  www.e2open.com


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 Proxy

 Summary

 

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Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about these topics, please review our Annual Report on Form 10-K for fiscal 2024 and the contents of this Proxy Statement. Fiscal 2024 began on March 1, 2023 and ended on February 29, 2024. Fiscal 2025 began on March 1, 2024 and ends on February 28, 2025.

The Notice of Internet Availability of Proxy Materials, this Proxy Statement and the accompanying proxy card or voting instruction card, including an Internet link to our Annual Report on Form 10-K for fiscal 2024, were first made available to stockholders on or about May 17, 2024.

 

 

2024 Annual Meeting of Stockholders

 

 

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Director Nominees

In Proposal No. 1, we are asking you to vote FOR each of the 2 Class III director nominees listed below. Mr. Chinh attended at least 75% of all Board meetings and applicable committee meetings during fiscal 2024, while Mr. Appel attended at least 75% of all Board meetings since the time he joined the Board in October 2023.

 

Nominee

   Age      Director Since    Independent      Current Committees
     

Mr. Chinh Chu

Founder and Managing Partner

at CC Capital

    57     2020    LOGO   

•  Compensation

     

Mr. Andrew Appel

CEO of E2open

Parent Holdings, Inc.

    59     2023        

Executive Compensation Highlights

Fiscal 2024 | Named Executive Officers (NEOs)

 

 

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Best Practices We Employ

 

 

__

 

•  High proportion of compensation for our CEO and executive officers is performance-based and aligned with stockholders’ interests

 

•  Caps on maximum payout of bonuses and performance-based equity awards

 

•  Cliffs built into our performance-based cash and equity programs where components pay out at zero if goals are not met

 

•  Robust stock ownership guidelines

 

•  Compensation recovery (clawback) policy for cash bonuses in the event of a financial restatement

 

•  Independent Compensation Committee

 

•  Annual risk assessment of compensation programs

 

•  Independent compensation consultant

 

•  Anti-hedging policy applicable to all employees and directors

   

 

 

 

Practices We Avoid

__

 

•  Subject to limited exceptions, no single-trigger change in control vesting of equity awards

 

•  Subject to limited exceptions, no change in control acceleration of performance-based cash bonuses

 

•  No minimum guaranteed vesting for performance-based equity awards granted to our NEOs

 

•  No “golden parachute” tax reimbursements or gross-ups for NEOs

 

•  No supplemental executive retirement plans, executive pensions or excessive retirement benefits

 

•  No repricing, cash-out or exchange of “underwater” stock options without stockholder approval

 

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How do I vote?

We are providing these proxy materials in connection with E2open Parent Holdings, Inc.’s 2024 Annual Meeting of Stockholders (the Annual Meeting). The Notice of Internet Availability of Proxy Materials (the Notice), this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our most recently filed Annual Report on Form 10-K, were first made available to stockholders on or about May 17, 2024. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

Your vote is important. You may vote on the Internet, by telephone, by mail or by attending the Annual Meeting, all as described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card or voting instruction card. Telephone and Internet voting facilities are available now and will be available 24 hours a day up until the start of the meeting.

 

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01  Vote on the Internet

 

If you are a stockholder of record, you may submit your proxy by going to http://www.proxypush.com/ETWO and following the instructions provided in the Notice. If you requested printed proxy materials, you may follow the instructions provided with your proxy materials and on your proxy card. If your shares are held with a broker, you will need to go to the website provided on your Notice or voting instruction card. Have your Notice, proxy card or voting instruction card in hand when you access the voting website. On the Internet voting site, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.

  

 

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02  Vote by Telephone

 

If you are a stockholder of record, you can also vote by telephone by dialing 1-866-362-5470. If your shares are held with a broker, you can vote by telephone by dialing the number specified on your voting instruction card. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded. Have your proxy card or voting instruction card in hand when you call.

  

 

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03  Vote by Mail

 

If you have requested printed proxy materials, you may choose to vote by mail, by marking your proxy card or voting instruction card, dating and signing it, and returning it in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Proxy Tabulator, P.O. BOX 8016. Cary, NC 27512-9903. If the envelope is missing and your shares are held with a broker, please mail your completed voting instruction card to the address specified therein. Please allow sufficient time for mailing if you decide to vote by mail.

   Please note that if you received a Notice, you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet and how to request paper copies of the proxy materials.

 

 

 

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How do I vote? (cont.)

 

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04  Voting at the Annual Meeting

 

The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote on the virtual meeting platform. The shares voted electronically, telephonically, or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting.

  

 

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05  Attending the Annual Meeting

 

This year’s Annual Meeting will be held in a virtual format only. The accompanying proxy materials and the meeting’s website, https://www.proxydocs.com/ETWO, include instructions on how to participate in the meeting and how you may vote your shares of E2open stock. To be admitted to the Annual Meeting online, vote and submit questions during the meeting, you must enter the control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials.

   The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves enough time to log in and ensure that they can hear streaming audio prior to the start of the meeting.
   We encourage you to access the Annual Meeting before it begins. Online check-in will start 15 minutes before the meeting on June 28, 2024. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the meeting log-in page.

Q&A at the Annual Meeting

 

 

 

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Board of

Directors

 

 

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Keith Abell                 Independent Director Class I
                Age: 66
                Committees: Risk (Chair), Audit

 

LOGO   Keith W. Abell has served on our board of directors since April 2021. In 2022, Mr. Abell co-founded N4XT Experiences LLC, a live events company. In 2010, Mr. Abell co-founded Sungate Properties, LLC, a real estate investment company, after managing private investments during 2007 to 2009. From 1994 to 2007, Mr. Abell was a co-founder of, and served in a variety of senior management roles at GSC Group (and its predecessor, Greenwich Street Capital Partners, L.P.), an alternative asset manager. Prior to that, Mr. Abell was a Managing Director at Blackstone until 1994 where he, among other things, founded the firm’s first Hong Kong office. Prior to Blackstone, Mr. Abell served as a Vice President at Goldman, Sachs & Co., where he worked in the global finance, corporate finance and mergers and acquisitions departments. Mr. Abell serves as the treasurer and as a director of the National Committee on United States-China Relations. Mr. Abell has formerly served as a director of numerous public and private companies and non-profit organizations.
 

 

 

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Andrew Appel                 Employee Director Class III
                Age: 59

 

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Director Nominee at this Annual Meeting

 

   Mr. Appel has served on E2open’s Advisory Board since 2022 and brings over twenty-five years of management experience and extensive expertise in business strategy and innovation for the technology industry. Mr. Appel previously served for nearly a decade as President and CEO at IRI (now Circana), the leading provider of big data, predictive analytics, and forward-looking insights solutions for consumer-packaged goods brands, retailers, and media companies. Before joining IRI, he served as Chief Revenue Officer of Accretive Health, Chief Operating Officer of Aon, and was a Senior Partner at McKinsey & Company. He serves as Lead Director on the Board of Constant Contact, is a member of the Board of Advisors for the UCLA Anderson School of Management, and currently serves on the advisory boards of multiple leading data and technology companies. He previously served on the board of IRI, Machine Vantage, and Alight, the world’s leading human capital administration firm. Mr. Appel holds a bachelor’s degree in economics from the University of California, Los Angeles, and an MBA from the University of Chicago, where he was the Henry Ford II Scholar.

 

 

 

 

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Chinh Chu                 Independent Director Class III
                Chairman of the Board
                Age: 57
                Committees: Compensation (Chair)

 

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Director Nominee at this Annual Meeting

 

  

Chinh E. Chu has served as the Chairman of our board of directors since February 2021 and has served on our board of directors since January 14, 2020. Mr. Chu served as our Chief Executive Officer prior to the Business Combination. Mr. Chu currently serves on the board of directors of Getty Images Holdings, Inc (NYSE: GETY) and Dun & Bradstreet Holdings, Inc. (NYSE: DNB) (Dun & Bradstreet). Mr. Chu has served as a member of Dun & Bradstreet’s board of directors since the transaction to take Dun & Bradstreet private in February 2019. Mr. Chu has over 25 years of investment and acquisition experience. Mr. Chu is the Founder and Managing Partner at CC Capital, a private investment firm which he founded in 2015. Before founding CC Capital, Mr. Chu worked at Blackstone from 1990 to 2015. Mr. Chu was a Senior Managing Director at Blackstone since 2000, and previously served as Co-Chair of Blackstone’s Private Equity Executive Committee and was a member of Blackstone’s Executive Committee. Mr. Chu also served as the Chief Executive Officer and Director of CC Neuberger Principal Holdings II, a special purpose acquisition company he co-founded, from May 2020 until the consummation of the business combination with Getty Images, Inc. to form Getty in July 2022. Additionally, Mr. Chu served as the Chief Executive Officer and Director of CC Neuberger Principal Holdings III (“CCNB3”), a special purpose acquisition company he co-founded, until November 2023, when CCNB3 announced its intention to liquidate and dissolve. Mr. Chu served as Director of CCNB3 through its liquidation. Mr. Chu

 

LOGO

  

also served as Co-Chairman of FGL Holdings from April 2016 until June 2020 when it was acquired. Mr. Chu previously served as a director of Collier Creek Holdings, a special purpose acquisition company he co-founded in April 2018 which completed its business combination with Utz on August 28, 2020, and NCR Corporation. Mr. Chu previously served as a director of Kronos Incorporated, SunGard Data Systems, Inc., Stiefel Laboratories, Freescale Semiconductor, Ltd. Biomet, Inc., Alliant, Celanese Corporation, Nalco Company, DJO Global, Inc., HealthMarkets, Inc., Nycomed, Alliant Insurance Services, Inc., the London International Financial Futures and Options Exchange, Graham Packaging and AlliedBarton Security Services. Before joining Blackstone in 1990, Mr. Chu worked at Salomon Brothers in the Mergers & Acquisitions Department.

 

 

 

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Stephen Daffron                 Independent Director Class I
                Age: 68
                Committees: NSG (Chair), Risk

 

LOGO    Dr. Stephen Daffron has served on our board of directors since February 2021. Dr. Daffron joined Motive Partners in 2016 and is a Co-Founder and Industry Partner. Most recently in his capacity as an Industry Partner, between January 2019 and May 2021, Stephen was the President of Dun & Bradstreet, a Motive Partners portfolio firm, where he led the company’s transformation and growth strategy, execution and operations. Stephen also serves as a member of the board of directors at QOMPLX and is an independent director at Motive Capital Corp (NYSE: MOTV.U), the special purpose acquisition corporation sponsored by Motive’s funds. Prior to that role, Dr. Daffron spent more than two decades on Wall Street holding senior leadership positions at Renaissance Technologies Corp., Citigroup Inc. and Goldman, Sachs & Co. Prior to his career in finance, Dr. Daffron served as an Associate Professor at the United States Military Academy at West Point, and in various command and staff positions in the U.S. Army around the world.

 

 

 

 

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Martin Fichtner                 Independent Director Class II
                Age: 46
                Committees: Compensation, Audit

 

LOGO    Martin Fichtner has served on our board of directors since September 2021. Mr. Martin Fichtner joined Temasek in May 2019 and is Managing Director for Temasek International (USA) LLC. He is currently Head of West Coast and Deputy Head of Technology & Consumer. Before joining Temasek, Martin had over 16 years of investing experience across the broad technology landscape. Most recently, Mr. Fichtner was at technology private equity firm Silver Lake, where he was Managing Director of Silver Lake Kraftwerk, a fund focused on technology-enabled growth businesses. Earlier, Mr. Fichtner was a Principal and founding member of Elevation Partners, a private equity firm focused on online, media, and consumer related technology sectors. Prior to becoming a private equity investor, Mr. Fichtner was an investment banker at Goldman, Sachs & Co. He holds a Bachelor of Science in Industrial Engineering and a Master of Science in Engineering Economic Systems & Operations Research, both from Stanford University.

 

 

 

 

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Eva Harris                 Independent Director Class I
                Age: 53
  

             Committees: Compensation, Audit Risk

             Lead Independent Director

 

LOGO      Ms. Harris is president and founder of Big Pond Inc. and has served on the Board since 2020. Ms. Harris previously served as the Chief Strategy Officer of Duck Creek Technologies (NASDAQ: DCT), a leading SaaS software company serving the P&C insurance industry, where she spearheaded development and execution of corporate strategy. Prior to that, Ms. Harris was the Chief Financial Officer at Verisk Analytics (NASDAQ: VRSK), a data analytics and risk assessment firm. Prior to joining Verisk Analytics in 2009, Ms. Harris was a Managing Director in telecom, media and technology investment banking at JP Morgan Chase & Co. (“JP Morgan”) (NYSE: JPM), where she was responsible for the marketing and information services practice. At JP Morgan, Ms. Harris advised clients on equity and debt financing transactions, as well as significant sector acquisitions for data and analytics companies across a broad set of industry verticals, including insurance, financial services, consumer and media, and automotive.

 

 

 

 

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Ryan Hinkle                 Independent Director Class II
                Age: 43
                Committees: Compensation, Nominating,
                Sustainability & Governance

 

LOGO    Ryan M. Hinkle has served on our board of directors since February 2021. Mr. Hinkle served as a member of the board of managers of E2open Holdings from March 2015 to February 2021. Mr. Hinkle also serves on numerous private company boards. Mr. Hinkle is a Managing Director of Insight Partners, a venture capital and private equity firm, where he has worked since 2003. Mr. Hinkle holds a Bachelor of Science in Engineering degree in electrical engineering from the University of Pennsylvania and a Bachelor of Science degree in finance from the University of Pennsylvania.

 

 

 

 

LOGO

 

LOGO   E2open Proxy Statement 2024  |   20


Timothy Maudlin                 Independent Director Class II
                Age: 73
                Committees: Audit (Chair), Nominating,
                Sustainability & Governance

 

LOGO    Timothy I. Maudlin has served on our board of directors since February 2021. From January 1989 to December 2007, Mr. Maudlin served as the Managing General partner of Medical Innovation Partners, a venture capital firm. Mr. Maudlin also served as a Principal and the Chief Financial Officer of Venturi Group, LLC, an incubator and venture capital firm, from 1999 to October 2001. Mr. Maudlin served on the board of Pluralsight, Inc., an online technology skills platform, until April 2021 when he resigned as a director at the closing of the take private transaction, and served on the board of Alteryx, Inc., an analytic process automation platform, until March 2024 when he resigned as a director at the closing of the take private transaction. Mr. Maudlin previously served on the boards of ExactTarget, Inc. from May 2008 to July 2013, MediaMind Technologies, Inc. from August 2008 to June 2011, Sucampo Pharmaceuticals, Inc. from September 2006 to February 2013 and Web.com Group, Inc. from February 2002 to October 2018. Mr. Maudlin holds a Master of Management degree with a concentration in Accounting, Finance and Management from the Kellogg School of Management at Northwestern University and a Bachelor of Arts degree in economics from St. Olaf College, and is trained as a Certified Public Accountant (inactive).

 

 

 

 

LOGO

 

LOGO   E2open Proxy Statement 2024  |   21


Board of Directors’ Structure and Governance

Nominees for Directors

Our Board of Directors (the “Board”) consists of eight directors. Our certificate of incorporation provides for a classified board of directors: Class I, Class II and Class III. At this Annual Meeting, only the Class III directors (Mr. Appel and Mr. Chu) have been nominated for election.

Director Qualifications

Our Corporate Governance Guidelines (described in “Corporate Governance—Corporate Governance Guidelines” on page 31) contain Board membership criteria that apply to Board nominees recommended by the Nominating, Sustainability & Governance Committee (the “NSG Committee”). The NSG Committee strives for a mix of skills, experience and perspectives that will help create an outstanding, diverse, dynamic and effective Board. In selecting nominees, the NSG Committee assesses the independence, character and acumen of candidates and endeavors to collectively establish areas of core competency of the Board, including, among others, industry and technical knowledge and experience; management, accounting and finance expertise; and demonstrated business judgment, leadership and strategic vision. The NSG Committee values a diversity of backgrounds, experience, perspectives and leadership in different fields when identifying nominees.

Below we identify the key experiences, qualifications and skills our director nominees bring to the Board and that the Board considers important in light of e2open’s businesses and industry.

 

 

LOGO

 

LOGO   E2open Proxy Statement 2024  |   22


Director Qualifications (cont.)

The experiences, qualifications, and skills of each director are included below the directors’ individual biographies on the previous pages. The Board concluded that each of the Class III nominees should serve as a director based on the specific experience and attributes listed and the direct personal knowledge of each nominee’s previous service on the Board, including the insight and collegiality each nominee brings to the Board’s functions and deliberations. The age of each director is provided as of April 29, 2024, the record date for the Annual Meeting.

Recommendations of Director Candidates

The NSG Committee will consider all properly submitted candidates recommended by stockholders for Board membership. Any stockholder wishing to recommend a candidate for consideration for nomination by the NSG Committee must provide written notice to the Corporate Secretary of e2open by email (generalcounsel@e2open.com) with a confirmation copy sent by mail to the company’s corporate headquarters in Austin, Texas, which address is provided on the proxy notice. The written notice must include the candidate’s name, biographical data and qualifications and a written consent from the candidate agreeing to be named as a nominee and to serve as a director if nominated and elected. By following these procedures, a stockholder will have properly submitted a candidate for consideration. However, there is no guarantee that the candidate will be nominated.

Potential director candidates are generally suggested to the NSG Committee by current Board members and stockholders and are evaluated at meetings of the NSG Committee. In evaluating such candidates, every effort is made to complement and strengthen skills within the existing Board. In addition, the Company is a party to the Amended & Restated Investor Rights Agreement (the “IRA”) that provides CC Capital and its affiliates, affiliates of Insight Partners, Francisco Partners and its affiliates and Temasek the right to appoint directors to the Board, with the number of directors provided for in the IRA. Currently CC Capital has appointed three directors, Insight Partners has appointed two directors, and Temasek has appointed one director. Francisco Partners currently does not have a board appointee, but has kept its right to appoint in the future. The NSG Committee seeks Board approval of the final candidates recommended by the NSG Committee. The same evaluation procedures apply to all candidates for director, whether submitted by stockholders or otherwise.

Information regarding procedures for the stockholder submission of director nominations to be considered at our next annual meeting of stockholders may be found in “Stockholder Proposals for the 2025 Annual Meeting” on page 83. Submissions must follow the requirements set forth in our bylaws.

 

 

 

 

LOGO

 

 

LOGO   E2open Proxy Statement 2024  |   23


Board Meetings

Our business, property and affairs are managed under the direction of the Board. Members of the Board are kept informed of our business through discussions with our CEO, the Executive Leadership Team and other officers and employees, by reviewing materials provided to them and by participating in meetings of the Board and its committees. Each director attended at least 75% of all Board and applicable committee meetings in fiscal 2024. Board members are expected to attend our annual meeting of stockholders.

Committees, Membership and Meetings

The current standing committees of the Board are the Audit Committee, the Nominating, Sustainability and Governance Committee (“NSG Committee”), the Compensation Committee and the Risk Committee. Each committee reviews its charter at least annually, or more frequently as legislative and regulatory developments and business circumstances warrant. Each of the committees may make additional recommendations to our Board for revision of its charter to reflect evolving best practices. The charters for all committees are posted on our website at https://investors.e2open.com/governance/ governance-documents/default.aspx.

Recommendations of Director Candidates

The table below identifies committee membership as of April 29, 2024, the record date of the Annual Meeting.

 

    Audit Committee   Compensation
Committee
  Nominating, Sustainability and
Governance Committee
  Risk Committee    

Chinh E. Chu  LOGO

Chairman of the Board

    LOGO      

Keith Abell

  LOGO       LOGO  

Dr. Stephen C. Daffron

      LOGO   LOGO  

Martin Fichtner

  LOGO   LOGO      

Eva F. Harris

  LOGO   LOGO      

LOGO  Chairman of the Board

Ryan M. Hinkle

    LOGO   LOGO    

LOGO  Committee Chair

Timothy I. Maudlin

  LOGO     LOGO    

LOGO  Committee Member

The Board has determined that all directors who served during fiscal 2024 on the Compensation, Audit, NSG and Risk Committees were independent under the applicable New York Stock Exchange (“NYSE”) listing standards during the periods they served on those committees. The Board has also determined that all directors who served during fiscal 2024 on the Compensation and Audit Committees satisfied the applicable NYSE and SEC heightened independence standards for members of compensation and audit committees during the periods they served on those committees. See “Corporate Governance—Director Independence” on page 37 for more information.

 

 

 

LOGO   E2open Proxy Statement 2024  |   24


Audit Committee

The Audit Committee oversees our accounting and financial reporting processes and the audit and integrity of our financial statements; assists the Board in fulfilling its oversight responsibilities regarding audit, finance, accounting, tax and legal compliance; and evaluates merger and acquisition transactions and investment transactions proposed by management. In particular, the Audit Committee is responsible for overseeing the engagement, independence, compensation, retention and services of our independent registered public accounting firm. The Audit Committee’s primary responsibilities and duties are to:

 

 

LOGO

 

LOGO   E2open Proxy Statement 2024  |   25


Compensation Committee

The Compensation Committee’s primary responsibilities and duties are to:

 

  Review and approve all compensation arrangements, including, as applicable, base salaries, bonuses and equity awards, of our CEO and our other executive officers subject to ratification by the Board;

 

  Review and approve non-employee director compensation, subject to ratification by the Board;

 

  Lead the Board in its evaluation of the performance of our CEO;

 

  Review and discuss the Compensation Discussion and Analysis (“CD&A”) portion of our proxy statement with management and determine whether to approve the inclusion of the CD&A in our proxy statement;

 

  Review the Compensation Committee Report for inclusion in our proxy statement, as required by SEC rules;

 

  Review, approve and administer our stock plans and approve equity awards to certain participants; and

 

  Annually assess the risks associated with compensation practices, and programs applicable to our employees to determine whether such risks are appropriate or reasonably likely to have a material adverse effect on e2open.

The Compensation Committee helps us attract and retain talented executive personnel in a competitive market. In determining any component of executive or director compensation, the Compensation Committee considers the aggregate amounts and mix of all components in its decisions. Our legal department, human resources department and the independent compensation consultant support the Compensation Committee in its work. For additional details regarding the Compensation Committee’s role in determining executive compensation, including its engagement of an independent compensation consultant, refer to “Executive Compensation—Compensation Discussion and Analysis” beginning on page 41.

 

 

 

LOGO

 

LOGO   E2open Proxy Statement 2024  |   26


Nominating, Sustainability and Governance Committee

The NSG Committee’s primary responsibilities and duties are to:

 

  Review and evaluate the size, composition, function, and duties of the Board consistent with its needs;

 

  Identify, consider, recommend, and assist in recruiting qualified candidates for election to the Board;

 

  Review and assess the adequacy of our corporate governance policies and procedures, including our Corporate Governance Guidelines;

 

  Review the performance of the Board and its committees;

 

  Review and assess the adequacy of our policies, plans and procedures regarding succession planning; and

 

  Oversee and periodically review our environmental, social and governance (“ESG”) programs, including those involving environmental sustainability, human rights, and anti-slavery.

After e2open became a public company in 2021, the Nominating Committee’s duties were expanded to include ESG and the committee was renamed to Nominating, Sustainability, and Governance to reflect its focus on ESG. The committee’s charter was updated to specifically delegate authority to oversee ESG strategy, metrics, and reporting through quarterly reviews. Since that time, e2open has published annual ESG reports to provide transparency into our policies, practices, and impacts. To further bolster transparency for our stakeholders, e2open conducted a comprehensive materiality assessment in fiscal 2023 to gauge the ESG topics that are material to our business.

 

 

 

LOGO

 

LOGO   E2open Proxy Statement 2024  |   27


Risk Committee

The Risk Committee’s primary responsibilities and duties are to:

 

  Review e2open’s risk governance framework;

 

  Oversee risk management policies and procedures dealing with risk identification and risk assessment regarding the cybersecurity and other principal operational and business risks facing the Company, whether internal or external in nature and review and approve material changes to such policies;

 

  Review and evaluate the various risks related to human capital management, including global attrition and hiring trends, concentration of employees in various jurisdictions and metrics related to diversity and inclusion;

 

  Oversight of cybersecurity, including the risks faced by e2open and the policies, guidelines, and process by which management assesses and manages cybersecurity risk;

 

  Review e2open’s corporate insurance program including property, casualty, cybersecurity and D&O; and

 

  Oversight of e2open’s crisis management framework, including incident response plans.

Director Compensation

Our directors play a critical role in guiding our strategic direction and overseeing the management of e2open. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. These considerable time commitments and the many responsibilities and risks of being a director of a public company require that we provide reasonable incentives for our non-employee directors’ continued performance by paying compensation commensurate with their qualifications and significant workload. Our non-employee directors are compensated based on their respective levels of Board participation and responsibilities, including service on Board committees as chair. Our non-employee directors display a high level of commitment and flexibility in their service to e2open. Most directors serve on more than one committee. Annual cash retainers and equity awards granted to our non-employee directors are intended to correlate with the qualifications, responsibilities, and time commitments of each such director.

 

 
 Annual equity awards capped
 at a maximum dollar value
     Emphasis on equity to align director compensation
with our stockholders’ long-term interests

 

No committee chair equity awards

 

    

 

No per-meeting fees

 

 

Robust stock ownership guidelines
(see page 32 for details)

 

    

 

No retirement benefits or perquisites

 

Our employee director, Mr. Appel, does not receive separate compensation for serving as a director of e2open.

 

 

 

LOGO   E2open Proxy Statement 2024  |   28


Fiscal 2024 Director Compensation Table

The following table provides summary information regarding the compensation we paid to our non-employee directors in fiscal 2024.

 

 Name

   Fees Earned or
Paid in Cash ($)
   Stock Awards
(1) (8) ($)
   All Other
Compensation ($)
  

Total ($)  

  Keith Abell (2)

   47,500    230,637       278,137  

  Chinh Chu (3)

      378,344       378,344  

  Stephen Daffron (4)

      269,506       269,506  

  Martin Fichtner (5)

            —  

  Eva Harris

   156,290    181,397       337,687  

  Ryan Hinkle (6)

      259,141       259,141  

  Timothy Maudlin

   176,290    181,397       357,687  

  Deep Shah (7)

   70,261    181,397       251,658  

 

1.

The amounts reported in this column represent the aggregate grant date fair values of RSUs computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) “Topic 718, Compensation—Stock Compensation (FASB ASC 718)”. The non- employee directors have not presently realized a financial benefit from these awards because none of the RSUs granted in fiscal 2024 have vested. For information on the valuation assumptions used in our stock-based compensation computations, see Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2024.

2.

For fiscal 2024, Mr. Abell elected to take cash fees owing from March 2023 to October 2023 in the form of equity in lieu of cash. He received cash fees for the period October 2023 through February 29, 2024.

3.

Mr. Chu was appointed to serve on our Board on behalf of CC Capital pursuant to the Amended and Restated Investor Rights Agreement, filed as Exhibit 10.3 to our Annual Report on Form 10-K for fiscal 2024. As such, all director fees earned are paid directly to CC Capital. For fiscal 2024, Mr. Chu, on behalf of CC Capital, elected to receive all cash fees in the form of equity.

4.

For fiscal 2024, Mr. Daffron elected to receive all cash fees in the form of equity.

5.

Mr. Fichtner was appointed to serve on our Board on behalf of Anderson Investments Pte. Ltd. pursuant to the Amended and Restated Investor Rights Agreement, filed as Exhibit 10.3 to our Annual Report on Form 10-K for fiscal 2024. Mr. Fichtner waives all rights to cash fees or equity.

6.

Mr. Hinkle was appointed to serve on our Board on behalf of Insight E2open Aggregator, LLC pursuant to the Amended and Restated Investor Rights Agreement, filed as Exhibit 10.3 to our Annual Report on Form 10-K for fiscal 2024. As such, all director fees earned are paid directly to an affiliate of Insight E2open Aggregator, LLC. For fiscal 2024, Mr. Hinkle, on behalf of E2open Aggregator, LLC, elected to receive all cash fees in the form of equity.

7.

Mr. Shah was appointed to serve on our Board on behalf of Francisco Partners pursuant to the Amended and Restated Investor Rights Agreement, filed as Exhibit 10.3 to our Annual Report on Form 10-K for fiscal 2024. As such, all director fees earned are paid directly to an affiliate of Francisco Partners. Mr. Shah resigned from the Board in February 2024.

8.

The following table provides additional information concerning the outstanding stock awards (in the form of RSUs) held by our non-employee directors as of the last day of fiscal 2024.

 

 Name

  

Total Unvested RSUs
Outstanding at

Fiscal 2024 Year End (#)

      RSUs Granted During   
Fiscal 2024 (a) (#)

  Keith Abell (2)

   36,961    44,851

  Chinh Chu (3)

   60,632    60,632

  Stephen Daffron (4)

   43,190    43,190

  Martin Fichtner (5)

     

  Eva Harris

   29,070    29,070

  Ryan Hinkle (6)

   41,529    41,529

  Timothy Maudlin

   29,070    29,070

  Deep Shah (7)

      29,070

 

(a)

The RSUs reported in this column were granted on May 1, 2023 and vest on the first anniversary of the date of grant or May 1, 2024.

 

 

 

LOGO   E2open Proxy Statement 2024  |   29


LOGO

Corporate

Governance

We regularly monitor developments in corporate governance and review our

processes and procedures in light of such developments. As part of those

efforts, we review federal laws affecting corporate governance, as well as

rules adopted by the SEC and NYSE. We believe we have in place corporate

governance procedures and practices that are designed to enhance our

stockholders’ interests.

 

 

LOGO


Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines (the “Guidelines”), which address the following matters, among others:

 

 

LOGO

 

Director qualifications,

including independence

and overboarding

 

LOGO

 

Director duties and

responsibilities, including risk

oversight, strategic planning,

succession planning and

company culture

 

LOGO

 

Executive sessions of the

Board, Board committees,

meeting attendance and

Board leadership roles

 

LOGO

 

Director conflicts

of interest

 

LOGO

 

Director orientation and

continuing education

 

LOGO

 

Stockholder

communications with the

Board

The Board and each committee have the power to hire legal, accounting, financial or other outside advisors as they deem necessary in their best judgment without the need to obtain the prior approval of any officer of e2open. Directors have full and free access to officers and employees of e2open and may ask questions and conduct investigations as they deem appropriate to fulfill their duties.

Conflict of interest expectations for our non-employee directors are addressed in the Guidelines and provide that each non-employee director must disclose any existing or proposed relationships with the Company (other than service as a Board member or on Board committees) which could be required to be disclosed or could affect the independence of the director under applicable listing standards, including direct relationships between the Company and the director and his or her family members, and indirect relationships between the Company and any business, nonprofit or other organization in which the director is a general partner or manager, officer, or significant stockholder, or is materially financially interested.

The Guidelines provide for regular executive sessions to be held by non-employee directors. The Guidelines also provide that the Board will provide access to appropriate orientation programs or materials for the benefit of newly elected directors, including presentations from senior management.

Under the Guidelines, the Board periodically evaluates the appropriate size of the Board and may make any changes it deems appropriate. The Compensation Committee is required under the Guidelines to conduct an annual review of our CEO’s performance and compensation, and the Board reviews the Compensation Committee’s report to ensure the CEO is providing the best leadership for e2open in the short and long term.

The Guidelines are posted, and we intend to disclose any future amendments to the Guidelines, on our website at https://investors.e2open.com/governance/governance-documents/default.aspx.

 

 

 

LOGO   E2open Proxy Statement 2024  |   31


Prohibition on Speculative Transactions and Pledging

 

LOGO

 

 

Prohibition on

Speculative Transactions

Our Insider Trading Policy prohibits all employees, including our executive officers, and non-employee directors, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, short sales, puts, collars, straddles and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of e2open securities. The prohibition does not apply to the exercise of any employee stock options granted by e2open.

 

 

LOGO

 

 

Prohibition

on Pledging

The Insider Trading Policy prohibits e2open directors, executive officers and their immediate family members from holding e2open securities in a margin account or pledging e2open securities as collateral to secure or guarantee indebtedness.

 

 

Stock Ownership Guidelines

for Directors and Senior Officers

Non-employee directors and senior officers are required to own shares of e2open common stock to align their interests with the long-term interests of our stockholders. The Compensation Committee sets and periodically reviews these ownership requirements, which we refer to as the Stock Ownership Guidelines. Under the Stock Ownership Guidelines, our non- employee directors and executive leadership team must own the following number of shares of common stock within five years from the date such person becomes a director or senior officer.

 

 

 Title 

 

  

 

 Ownership Requirement  

 

  

Each person promoted from within the Company to an executive role has three years from the date of his or her promotion to comply with any increased ownership requirement. Shares of e2open common stock that count toward satisfying the Stock Ownership Guidelines include common stock owned directly, common stock obtained through stock option exercises, unvested time-based restricted stock units (net of taxes) including restricted stock units that have been settled to the individual following determination of performance for performance-based restricted stock units, common stock beneficially owned in a “family trust” or by a spouse and/or minor children, and for non-employee directors appointed to the Board by a shareholder pursuant to the Investor Rights Agreement, as amended on September 1, 2021, qualifying shares that are held in the name of such non-employee director’s employer or an

 

 Chief Executive Officer

 

    6 times Annual Base Salary

 

 Chief Financial Officer

 

    4 times Annual Base Salary

 

 Other Named Executive

 Officers/ Executive

 Leadership Team

 

  

 

 3 times Annual Base Salary

 

 Non-employee directors

 

  

 

 5 times Annual Cash Retainer

 

affiliated entity of such employer. In February 2023, the Compensation Committee reviewed and approved changes to the Stock Ownership Guidelines, which included allowing non-employee directors appointed to the Board by a shareholder pursuant to the Investor Rights Agreement to include shares that are held in the name of such non-employee director’s employer or an affiliated entity of such employer. All of the Company’s senior officers have met the requirements of the Stock Ownership Guidelines as of December 31, 2023. Similarly, all members of the Board of Directors have either met the stock guidelines or are on track to meet the guidelines within the noted timelines.

 

 

 

LOGO   E2open Proxy Statement 2024  |   32


Board Leadership Structure

The roles of the Board Chair and CEO are filled by separate individuals. Since our IPO in February 2021, Mr. Chu has served as our Chairman of the Board. Mr. Appel has served as our CEO since October 2023.

The Board believes the separation of the offices of the Chair and CEO is appropriate because it allows our CEO to focus primarily on e2open’s business strategy, operations and corporate vision. The Board elects our Chair and our CEO, and each of these positions may be held by the same person or by different people. We believe it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of our needs and leadership at a given point in time. The Board believes our company and our stockholders benefit from this flexibility, as our directors are well positioned to determine our leadership structure given their in-depth knowledge of our management team, strategic goals, and opportunities and challenges.

In February 2024, the Board appointed Ms. Eva Harris to serve as Lead Independent Director. While Mr. Chu remains independent as our Chairman of the Board, the Board felt it appropriate to appoint Ms. Harris to serve as Lead Independent Director should a need ever arise for a director to lead meetings where Mr. Chinh has a conflict on an isolated matter put before the Board given his appointment pursuant to the Amended and Restated Investor Rights Agreement. We believe that independent and effective oversight of e2open’s business and affairs is maintained through the composition of the Board, the leadership of our independent directors and Board committees and our governance structures and processes. The Board consists of a substantial majority of independent directors, and the Board’s Compensation, Audit, NSG and Risk Committees are composed solely of independent directors.

 

 

 

LOGO

 

LOGO   E2open Proxy Statement 2024  |   33


The Board’s Role in

Risk Oversight

 

 

LOGO

Maintaining a secure and confidential environment for our clients, employees and other partners’ information is essential to the Company. As we rely more heavily on our cloud-based technology to do business and provide solutions to our clients who entrust us with their data, information security and privacy and risk oversight are becoming critically important. Management is responsible for managing e2open’s risks, and, in turn, the Board is responsible for overseeing management’s efforts to assess and manage risk. The Board’s risk oversight areas include, but are not limited to:

 

   

Leadership structure, compensation and succession planning for management and the Board;

 

 

   

Strategic and operational planning, including with respect to significant acquisitions, long-term debt and growth;

 

 

   

Information technology and cybersecurity;

 

 

   

Diversity and inclusion; and

 

 

   

Legal and regulatory compliance.

 

 

 

 

 

 

 

 

LOGO   E2open Proxy Statement 2024  |   34


The Board’s Role in

Risk Oversight (cont.)

While the Board has the ultimate oversight responsibility for risk management policies and processes, various committees of the Board also have the following responsibilities for risk oversight.

 

 

 AUDIT

 COMMITTEE

   Oversees risks associated with our financial statements and financial reporting, our independent registered public accounting firm, our internal audit function, tax issues, mergers and acquisitions, credit and liquidity, legal and regulatory matters, and Code of Ethics and Business Conduct compliance.
 

 COMPENSATION

 COMMITTEE

   Considers risks associated with our compensation policies and practices, with respect to executive compensation, director compensation and employee compensation generally.
 

 NSG

 COMMITTEE

  

Oversees risks associated with our overall governance practices and the leadership structure of management and the Board. Oversees and periodically reviews our environmental, social and governance programs, including environmental sustainability, human rights, and anti-slavery.

 

The NSG Committee also periodically reviews and assesses the adequacy of our policies, plans and procedures with respect to succession planning for key executive officers, including the CEO and the CFO. At least annually, the Board holds an executive session with the CEO to discuss potential successors and the performance, strengths, and weaknesses of any such candidates.

 

 RISK

 COMMITTEE

   Oversees the global risk governance framework and risk management policies and procedures. The committee’s focus is on information technology, privacy and cybersecurity, as well as human capital management, including talent acquisition, development and retention. Lastly, the committee annually reviews e2open’s corporate insurance program including property, casualty, cybersecurity and D&O and crisis management framework.

The Board is kept informed of each committee’s risk oversight and other activities via regular reports of the committee chairs to the full Board. In addition, the Board plays an active oversight and risk mitigation role through its regular review of e2open’s strategic direction. While management is responsible for setting strategic direction, the directors regularly review e2open’s strategy. The Board dedicates time at regularly-scheduled meetings to review and discuss e2open’s strategy as provided by management. We believe this Board oversight helps identify and mitigate risks associated with our overall business strategy.

 

 

 

LOGO   E2open Proxy Statement 2024  |   35


Risk Management

E2open’s management conducts quarterly enterprise risk assessments, which are reviewed with the Risk Committee of the Board of Directors. Annual enterprise risk assessments include an evaluation of the impact, likelihood, and velocity of risks, which determines the level of oversight provided by management and the Board of Directors. Quarterly updates include consultations with management, updates to quantitative and qualitative ranking of risks, and the use of outside advisors and experts as needed. A management-comprised Executive Risk Committee responsible for reviewing and responding to risks also participates in the Disclosure Committee and provides input on relevant disclosure areas. The Board has assigned certain risks to Board committees, e.g. ESG to NSG Committee, and Enterprise Risk Management to the Risk Committee of the Board of Directors.

The Company has various policies, practices, and procedures which govern our privacy and information security. These policies, practices, and procedures are reviewed annually and updated as needed. They address both the processes and technical requirements needed to protect the environments in which data is processed, as well as how it is maintained, governed, and protected. E2open’s information security compliance team provides services, including threat management, application and infrastructure assessments, secure configuration management, and information security administration. The team also supports advanced business continuity and disaster recovery capabilities.

Additionally, we have response processes in place to address information security incidents that are reviewed and updated annually. Our security management program addresses all aspects of the security lifecycle, which are assessment, protection, detection, and response. These processes are designed to assist e2open in identifying information security issues and promptly responding to them, containing and eliminating such occurrences, notifying impacted parties and, where necessary, notifying governmental and regulatory authorities.

E2open provides comprehensive training on information security, how to identify and understand privacy-related risks, and how to mitigate data and privacy issues to all employees as well as to third parties who have authorized access to our systems. We also test employees on a regular basis to see whether they can identify phishing emails.

 

 

 

 

LOGO

 

LOGO   E2open Proxy Statement 2024  |   36


Director Independence

Our certificate of incorporation provides for a classified board of directors: Class I, Class II and Class III. At this Annual Meeting, only the Class III directors (Mr. Appel and Mr. Chu) have been nominated for re-election.

Upon the recommendation of the NSG Committee, the Board determined that each of the following seven current directors are independent (as defined by applicable NYSE listing standards and our Corporate Governance Guidelines): Mr. Abell, Mr. Chu, Mr. Daffron, Mr. Fichtner, Ms. Harris, Mr. Hinkle and Mr. Maudlin. Therefore, all directors who served during fiscal 2024 on the Compensation, Audit, NSG and Risk Committees were independent under the applicable NYSE listing standards and SEC rules. The Board further determined, upon recommendation of the NSG Committee, that all directors who served during fiscal 2024 on the Compensation and Audit Committees satisfied the applicable NYSE and SEC heightened independence standards for members of compensation and audit committees.

In making the independence determinations, the Board and the NSG Committee considered all facts and circumstances relevant under the NYSE listing standards and SEC rules, including any relationships between e2open and entities affiliated with the directors.

The non-employee directors held an executive session immediately preceding and/or following each of the regularly scheduled Board meetings fiscal 2024.

Director Tenure, Board Refreshment and Diversity

 

We do not impose director tenure limits or a mandatory retirement age. As we have only been public for three years, the Board does not feel the need to impose limitations at this time. However, the NSG Committee will review such policies and determine if it makes sense to formalize a policy as we mature and grow.

 

The Board values diversity of backgrounds, experience, perspectives and leadership in different fields, at all levels, when identifying nominees. The diversity status of board nominees is considered as part of the assessment of the nominee’s overall fit. As set forth in our Corporate Governance Guidelines, the NSG Committee, acting on behalf of the Board, is committed to actively seeking women and minority candidates for the pool from which director candidates are selected. Presently, two of our eight Board members are women or come from a diverse background.

   LOGO

 

 

 

LOGO   E2open Proxy Statement 2024  |   37


Director Self-Evaluations

In February 2023, the NSG Committee reviewed and approved changes to the director self-evaluation process. In fiscal 2022, the Board conducted an evaluation process via unanimous questionnaire. For fiscal 2023 and fiscal 2024, the Chairman of the Board, or his designee, conducted a formal one-on-one interview with each member of the Board, receiving candid input on the Board’s performance. After completing the interviews, the Chairman of the Board consolidated and anonymized the interview feedback and discussed the feedback during independent executive session. Any recommendations for improvement are reviewed by the full Board and appropriate plans are initiated by the Board to address such recommendations.

Communications with the Board

Any person wishing to communicate with any of our directors, including our independent directors, regarding e2open may send an email to generalcounsel@e2open.com or may write to the director, c/o the Corporate Secretary of e2open at 9600 Great Hills Trail, Suite 300E, Austin, Texas 78759. The Corporate Secretary will forward relevant communications directly to the director(s) specified or, if none is specified, to the Chairman of the Board. In addition, we present all such communications, as well as draft responses, at meetings of our NSG Committee. These communications and draft responses are also provided to the appropriate committee or group of directors based on the subject matter of the communication; for example, communications regarding executive compensation are provided to our Compensation Committee, in addition to our NSG Committee.

 

 

 

 

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Employee Matters

 

LOGO    Code of Conduct
  

 

When we went public in February 2021, we adopted a Code of Ethics and Business Conduct (the “Code of Conduct”), which is periodically reviewed and amended by the Board. The Code of Conduct was overhauled and approved by the Board in October 2021. We require all employees, including our senior officers and our employee directors, to read and to adhere to the Code of Conduct in discharging their work-related responsibilities. We provide mandatory web-based general training with respect to the Code of Conduct, and we provide additional live and web-based training on specific aspects of the Code of Conduct from time to time to certain employees. Employees are expected to report any conduct they believe in good faith to be a violation of the Code of Conduct. The Code of Conduct is posted on our website at https://investors.e2open.com/overview/default.aspx. At the beginning of fiscal 2024, we made notable updates to the Code of Conduct pertaining to ESG, which expanded our human rights and anti-slavery practices. We intend to disclose on our website any future amendments of the Code of Conduct or any waivers granted to our executive officers from any provision of the Code of Conduct.

LOGO    Whistleblower Policy and Reporting
  

 

The Audit Committee has adopted a whistleblower policy for the receipt, retention, and treatment of complaints or concerns regarding general misconduct, accounting, internal accounting controls and auditing matters of e2open including, but not limited to the following: fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement; fraud or deliberate error in the recording or maintaining of financial records; deficiencies in or noncompliance with internal accounting controls, misrepresentations or false statements to or by a senior officer of e2open or an accountant regarding a matter contained in the financial records, financial reports or audit; deviation from full and fair reporting of e2open’s financial condition; violation(s) or threat of a violation of applicable law or internal rules; and acts or omissions of e2open which places the public interest at stake. This policy protects those that report in good faith questionable ethical conduct and conduct which violates e2open policy and applies to anyone who has worked or is performing work for the Company or any individual who has obtained information in a work-related context, which includes but is not limited to all former and current employees, interns, independent contractors, volunteers, suppliers, shareholders, temporary workers, and consultants. The whistleblower policy also establishes e2open’s anonymous reporting channel employees, directors, contractors and others may use to seek guidance or submit reports concerning compliance and ethics matters. Reports may be made in person through internal or external channels, via fax, via phone or by way of a secure Internet site 24 hours a day, seven days a week. Those who contact the helpline, whether over the phone or online, generally may choose to remain anonymous. Management reviews all submitted reports, with the Chairman of the Audit Committee also receiving all reports to determine if any matter requires escalation.

 

 

 

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LOGO

 Executive

 Compensation

 

 

LOGO


Compensation Discussion and Analysis

This Compensation Discussion and Analysis (the “CD&A”) provides information regarding the fiscal 2024 compensation program for our named executive officers, or “NEOs.” The following provides an overview of our executive compensation philosophy, the objectives of our executive compensation program, and each material element of compensation. In addition, we explain how and why the Compensation Committee and the Board arrived at the specific compensation policies and decisions involving our NEOs during fiscal 2024. For fiscal 2024, our NEOs were:

 

 

 

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Highlights of Fiscal Year 2024 Executive Compensation

Our fiscal 2024 executive compensation program was designed to incentivize our executive officers to transform e2open into a world class public company and drive organic revenue growth. In line with our performance and compensation objectives, during fiscal 2024, we took the following compensation actions for our executives, including the NEOs:

 

 

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Fiscal 2024 Executive Compensation Policies and Practices

We endeavor to maintain governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on an ongoing basis to ensure it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during fiscal 2024:

 

  Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors who advocate on behalf of our stockholders regarding best practices in executive compensation.

 

  Independent Compensation Committee Advisor. The Compensation Committee engaged a compensation consultant to assist with setting executive compensation for the NEOs for fiscal 2024.

 

  Annual Executive Compensation Review. The Compensation Committee conducted an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to be certain our compensation policies do not seem reasonably likely to promote conduct that could have a material adverse effect on e2open.

 

  Other Executive Compensation Policies and Practices. Our compensation philosophy and related corporate governance policies are complemented by several specific compensation practices that are designed to align our executive compensation with long-term stockholder interests, including the following:

 

 

 

  
 

Compensation At-Risk.

 

  

No Special Retirement Plans.

 

 

Our executive compensation program is designed so a significant portion of our executive officers’ compensation is “at risk” based on corporate performance, as well as equity-based to align the interests of our executives and stockholders.

 

 

  

We do not offer pension arrangements, supplemental executive retirement plans or other arrangements to our NEOs, other than our standard 401(k) plan, which is open to all regular employees based in the United States.

    
      
 

 

  
 

Change-in-Control.

 

  

No Special Health or Welfare Benefits.

 

 

Under our Executive Severance Plan, our NEOs are eligible to receive certain specified payments and benefits in the event of a constructive termination of employment in connection with a change- in-control of the Company (a double trigger arrangement).

 

 

  

Our NEOs participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other benefit eligible employees.

 

 

 

LOGO   E2open Proxy Statement 2024  |   43


    
 

Stock Ownership Requirement.

 

  

No Perquisites or Tax Reimbursements.

 

 

Each of our NEOs is required to acquire and retain an ownership interest in shares of our common stock, at least equal in value to six times his current base salary in the case of the CEO, and three to four times his or her base salary in the case of the other NEOs.

 

 

  

We do not provide any perquisites or other personal benefits to our NEOs. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in- control payments or benefits.

      
    
 

Multi-Year Vesting Requirements.

 

  

Clawback.

 

  The annual equity awards granted to our NEOs vest over multi-year periods, consistent with current market practice and our retention objectives, three years for time-based awards and four years for performance-based awards.   

The Board adopted a clawback policy requiring the repayment of awards earned by an executive if the Compensation Committee determines the NEO has committed an act of embezzlement, fraud, dishonesty, or breach of fiduciary duty that contributed to an obligation to restate e2open’s financial statements.

 

 

Executive Compensation Program Objectives

We have designed our executive compensation program to achieve the following objectives:

 

  attract, develop, motivate, and retain top talent and focus our executive officers on key business goals that enhance stockholder value;

 

  align executive performance with our corporate strategies and business objectives;

 

  provide meaningful equity ownership opportunities to our executives to align their incentives with the creation of stockholder value;

 

  ensure fairness among our executives by recognizing the contributions each NEO makes to our success, as well as the compensation history and prior experience of each executive officer; and

 

  tie compensation to incentives paid out over time to encourage long-term continued employment with us.

To achieve these objectives, the Compensation Committee regularly evaluates our executive compensation program with the goal of setting compensation at levels it believes are aligned with our current financial and operational business objectives, as well as competitive with the pay of other companies with whom we compete for executive talent. A majority of the target total direct compensation opportunities of our NEOs are incentive-based and, consequently, “at risk.” These opportunities include an annual cash bonus opportunity that may be earned based on the level of achievement as measured against pre-established performance goals related to the important financial objectives set forth in our annual

 

 

 

LOGO   E2open Proxy Statement 2024  |   44


operating plan. These opportunities also consist of long-term incentive compensation in the form of equity awards that are earned over time based on continued service and, in the case of performance-based RSUs subject to achievement of performance goals, which help us retain our named executive officers and align their interests with those of our stockholders by allowing them to participate in our long-term success as reflected in stock price appreciation.

Compensation-Setting Process

 

 

 

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Competitive Positioning

To attract and retain executives with the experience necessary to lead us and to deliver strong performance to our stockholders, we provide total direct compensation opportunities that are intended to be competitive with market practice. To evaluate our executive compensation program, the Compensation Committee, with the assistance of FW Cook, established a compensation peer group to generate competitive market data appropriate for comparison with our current size and industry focus.

FW Cook assisted the Compensation Committee in establishing e2open’s compensation peer group. The criteria used to identify peer companies was generally consistent with market practices and targeted companies falling within a revenue range of 1/3x – 3x revenue and market cap focused on software companies in supply chain and logistics or in the broader systems software or application software industries where e2open could compete for executive talent. The relevance of each peer company was evaluated taking into consideration both industry comparability as well as financial metrics, and companies are not required to meet all selection criteria for inclusion in the peer group. The fiscal year 2024 peer group consists of the following companies:

 

 

8x8

 

  

 

Descartes Systems

 

  

 

Kinaxis

 

  

 

Progress Software

 

  

 

SecureWorks

 

 

Alarm.com

 

  

 

Envestnet

 

  

 

Manhattan Associates

 

  

 

Q2

 

  

 

SPS Commerce

 

 

Commonvault Systems

 

  

 

Guidewire Software

 

  

 

Model N

 

  

 

Qualys

 

  

 

Verint Systems

 

 

 

 

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Fiscal 2024 Compensation Elements

The elements of our compensation program for our NEOs during fiscal 2024 are summarized in the table below and discussed in more detail in the sections that follow. We believe that the total compensation opportunities provided to NEOs for fiscal 2024 achieved the overall objectives of our executive compensation program.

 

 

Element

 

  

 

Description

 

  

 

FY24 Compensation

 

Fixed Annual Cash Compensation / Base Salary

 

 

  

This compensation element provides our NEOs with a competitive level of fixed annual cash compensation.

 

 

  

Base Salary

 

 

Short-term Incentive Compensation

 

 

  

This compensation element provides our NEOs with variable annual cash performance incentive opportunity designed to tie performance to positive stockholder outcomes.

 

 

  

A short-term cash incentive program weighted 20% on organic subscription revenue growth, 40% on net bookings, and 40% on adjusted EBITDA with payouts ranging from 0% to 200% of target.

 

 

Long-term Incentive Compensation

 

 

  

This compensation element provides our NEOs with a competitive long-term incentive compensation opportunity in the form of equity awards designed to incentivize them to exceed our long- term strategic goals, serve our retention objectives, and align the interests of our NEOs and stockholders.

 

 

  

Time-based RSUs and time-based options each with one-third vesting on first anniversary and then ratably every three months thereafter, performance-based RSUs with a four-year ratable vest, based on achievement of one-year organic subscription revenue, net bookings, and adjusted EBITDA goals with payout up to 200% of target vesting.

 

 

Health and Welfare Benefits

 

 

  

This compensation element provides our NEOs with competitive health and welfare benefits, as well as participation in other employee benefit plans.

 

 

  

Medical, dental, vision, life, disability, and 401(k) Plan

 

 

 

 

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Base Salary

Based on a review of competitive market data presented by FW Cook, the Compensation Committee set the fiscal 2024 base salaries of our NEOs at levels that are competitive with the market as reflected in our compensation peer group, after taking into consideration each individual NEO’s role and the scope of his or her responsibilities, his or her experience, and the base salary levels of the other executives.

The following table sets forth each NEO’s base compensation for fiscal 2024.

 

 

Named Executive Officer

 

  

 

Fiscal 2024 Base Salary ($) (1)

 

Andrew Appel

 

  

650,000

 

Marje Armstrong

 

  

400,000

 

Jennifer Grafton

 

  

325,000

 

Greg Randolph

 

  

450,000

 

Pawan Joshi

 

  

400,000

 

 

Former Named Executive Officer

 

  

Michael Farlekas

 

  

500,000

 

 

Peter Hantman

 

  

400,000

 

 

 

1.

Effective February 12, 2024, Mr. Appel was named CEO with an annual base salary of $650,000. Mr. Appel’s salary as Interim CEO was $83,333 per month beginning October 10, 2023.

Short-Term Incentive Compensation

As part of the total compensation package for the NEOs, the Compensation Committee established an executive annual incentive plan to motivate and incentivize our NEOs to achieve our short-term financial and operational objectives while making progress towards our longer-term growth goals. Consistent with our executive compensation philosophy, these annual cash incentive awards constituted a significant percentage of the target total direct compensation opportunity for our NEOs. For fiscal 2024, the Compensation Committee set the executive annual incentive plan to be 100% at-risk subject to the following one-year performance metrics: 20% organic subscription revenue growth, 40% net bookings and 40% adjusted EBITDA. This plan was designed to pay in excess of target when we exceed our annual financial objectives and below-target to zero when we do not achieve these objectives.

For fiscal 2024, the Compensation Committee set the plan so that 100% payout is only earned for superior performance. In addition, the plan design included cliffs where a miss from the goal resulted in no payout for a specific financial component. After completion of fiscal 2024, the Compensation Committee reviewed final performance against the pre-established goals resulting in a net payout of 19.92%.

 

 

 

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The Compensation Committee reviewed and affirmed the following final performance:

 

 

FY24 Organic Subscription Revenue
Growth

(20% weight)

 

  

 

FY24 Net

Bookings1

(40% weight)

 

  

FY24 Adjusted EBITDA

(40% weight)

 

  

Net

Payout

 

Internal

Comp Plan

Target

(%)

 

  

Actual

Growth

(%)

 

  

Attained

(%)

 

  

Payout

(%)

 

  

Attained

(%)

 

  

Payout

(%)

 

  

 

Internal
Comp Plan
Target
($)

 

  

Actual

($)

 

  

Attained

(%)

 

  

Payout

(%)

 

 

5.1

 

  

 

0.4

 

  

 

6.9

 

  

 

0.00

 

  

 

2.0

 

  

 

0.00

 

  

 

230.0

 

  

 

218.5

 

  

 

95.0

 

  

 

49.8

 

  

 

19.92%

 

 

1.

Net bookings is an unaudited, non-GAAP internal operational measure used by the business to assess sales and churn, and to help drive decision-making related to the go-to-market team. The Company does not publicly disclose net bookings targets.

 

The

table below shows annual target bonus opportunity as a percentage of base salary plus final payout for fiscal 2024.

 

 

 Named Executive Officer

  

 

% of Base Salary

  

 

Target 100% Payout

 

($)(1)

 

  

 

FY24 Payout at 19.92%

 

($)(2)(3)

 

 Andrew Appel

 

  

 

  

 

  

 

 Marje Armstrong

 

  

100%

 

  

400,000

 

  

79,680

 

 Jennifer Grafton

 

  

72%

 

  

235,000

 

  

46,812

 

 Greg Randolph

 

  

122%

 

  

550,000

 

  

63,935

 

 Pawan Joshi

 

  

100%

 

  

400,000

 

  

79,680

 

 

Former Named Executive Officer

 

         

 Michael Farlekas

 

  

150%

 

  

750,000

 

  

91,277

 

 Peter Hantman

 

  

125%

 

  

500,000

 

  

57,304

 

 

1.

Mr. Appel was not a participant in the short-term incentive plan for FY 2024 as he was in an Interim CEO role.

2.

Mr. Randolph was hired July 31, 2023; therefore, his bonus payout was prorated based on his date of hire.

3.

Mr. Farlekas and Mr. Hantman’s bonus payouts for FY24 were prorated based on their applicable termination dates during the performance period.

 

 

 

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Long-Term Incentive Compensation

Our long-term incentive compensation consists of equity awards in the form of time-based RSU awards for shares of our common stock, performance-based RSU awards for shares of our common stock, and time-based options to ensure that NEOs have a continuing stake in our long-term success.

Typically, we grant these equity awards to our NEOs during the first quarter of the fiscal year. In determining the size of the long-term incentive compensation awards, the CEO makes recommendations for the other NEOs based on each NEO’s experience, performance, current equity holdings, retention risk and the position’s operational complexity, strategic impact, and scope of responsibilities in addition to the peer group and broader market survey data comparisons. The Compensation Committee considers similar factors when determining the CEO’s long-term incentive compensation awards, which it then recommends to the Board for approval. The target award opportunities for each participant are expressed as a U.S. dollar value. Further, the target award opportunity is structured to align pay and performance, and to drive shareholder value by putting a larger portion of compensation at risk. For fiscal 2024, 20% of the value of the NEO’s target long-term incentive was allocated to organic subscription revenue growth, 40% to net bookings, and 40% to adjusted EBITDA.

For fiscal 2024, the Board approved awards of time-based restricted stock units, performance-based restricted stock units and time-based options to our NEOs as set forth in the following table. The time-based options were granted on May 5, 2023, and both the time-based and performance-based restricted stock units were granted on May 1, 2023. These awards were determined based on the Board’s and Compensation Committee’s consideration of the above-described factors, in consultation with FW Cook. The time-based restricted stock units vest over a three-year period, with one-third (1/3) vesting on the first anniversary and the remainder vesting equally on each three month anniversary thereafter for the remaining two years, subject to the recipient’s continuous service with us. The performance-based equity vests over a four-year period, with one quarter vesting on the first anniversary and the remainder vesting in equal installments in 2025, 2026 and 2027, subject to continuous service with us. The time-based stock options vest over a three-year period, with one-third (1/3) vesting on the first anniversary and the remainder vesting equally on each three month anniversary thereafter for the remaining two years, subject to the recipient’s continuous service with us. Additionally, pursuant to the Restated and Amended employment contract for Mr. Appel’s role from Interim Chief Executive Officer to Chief Executive Officer, his employment contract provides that he will not be eligible to receive any equity awards during the initial three-year employment term other than the awards that were granted to him on February 12, 2024. Those awards comprised of performance-based restricted stock units, performance-based stock options, time-based restricted stock units, and time-based stock options all which vest over a three-year period, with one-third (1/3) vesting on the first anniversary and the remainder vesting equally on each three- month anniversary thereafter for the remaining two years. Mr. Appel’s performance-based options and performance-based restricted stock units awards are based on the achievement of target stock prices that performance-vests on the date that the closing price of one share of Company Stock equals or exceeds a target stock price for twenty (20) out of thirty (30) consecutive trading days during the performance period. Each stock price target attainment has a corresponding payout percentage of the total award. The achievement of each subsequent stock price target during the performance period will include the aggregate amount of the awards earned (previously vested) plus the incremental number of restricted stock units and options awards subject to the percentage that vest upon achievement of the applicable stock price target.

 

 

 

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 Named

 Executive

 Officer

  

 

Restricted
Stock Unit
Awards

(# of shares granted)
(2)

 

  

 

Performance
Restricted Stock

Unit Awards

(# of shares
granted at target)

(1)

 

  

 

Performance
Options

(# of options at
100% of target)

(5)

 

  

 

Time-Based
Non-
Qualified
Options

(# of options)

(6)

 

  

 

Aggregate Grant

Date Fair Value

of RSU Awards

($) (3)

 

  

 

Aggregate Grant 

Date Fair Value
of Options

at 100% of target 

($) (4)

 

                                

 Andrew Appel

   1,500,000    1,500,000    1,700,000    1,700,000    13,740,000    11,565,872

 Marje Armstrong

   326,163    193,047    0    141,344    3,210,141    344,121

 Jennifer Grafton

   92,649    74,751    0    54,731    1,042,963    133,250

 Gregory Randolph

   80,096    114,423    0    63,145    988,157    166,894

 Pawan Joshi

   135,133    193,047    0    141,344    2,018,114    344,121

 

 Former Named Executive Officer

 

 Michael Farlekas

   304,048    434,354    0    318,024    4,540,738    774,273

 Peter Hantman

   135,133    193,047    0    141,344    2,018,114    344,121

 

1.

A target grant of 1,500,000 performance-based restricted stock units (up to a maximum of 3,000,000 performance-based restricted stock units, assuming achievement of maximum performance), with an estimated grant date fair value equal to approximately $7,575,000, vesting based upon Mr. Appel’s satisfaction of certain service and performance conditions set forth in the applicable award agreement.

2.

A grant of 1,500,000 time-based restricted stock units, with an estimated grant date fair value equal to approximately $6,165,000, vesting based upon Mr. Appel’s satisfaction of certain service conditions as set forth in the applicable award agreement.

3.

The amounts reported in this column represent the aggregate grant date fair value of all stock awards computed in accordance with FASB ASC Topic 718, are based upon the probable outcome of any applicable performance conditions, exclude the impact of estimated forfeitures related to service-based vesting conditions and are consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The stock awards may include for each NEO any or all of the following: (a) restricted stock unit (RSU) awards and (b) performance-based restricted stock unit (PSU) awards. For RSUs and PSUs, fair value is computed by multiplying the total number of shares subject to the award (or target number, in the case of PSUs) by the closing price of our common stock on the date of the grant.

4.

Aggregate grant date fair value of the options calculated in accordance with FASB ASC 718 assuming target payout at 100%.

5.

A target grant of 1,700,000 performance-based stock options (up to a maximum of 3,400,000 performance-based stock options, assuming achievement of maximum performance), with an estimated grant date fair value equal to approximately $7,293,000, vesting based upon Mr. Appel’s satisfaction of certain service and performance conditions as set forth in the applicable award agreement.

6.

A grant of 1,500,000 time-based stock options, with an estimated grant date fair value equal to approximately $4,272,872, vesting based upon Mr. Appel’s satisfaction of certain service conditions as set forth in the applicable award agreement.

 

 

 

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In fiscal 2024, each of our NEOs received a performance restricted stock unit grant as part of their long-term equity incentive grant. These performance-based RSUs were subject to achieving a fiscal year 2024 organic revenue growth, net bookings and adjusted EBITDA metric. After completion of fiscal 2024, the Compensation Committee determined final performance of the key financial metrics was less than original Plan Target resulting in the issuance of a below target number of restricted stock units, which resulted in payout at 19.92% as indicated in the table below.

 

 

FY24 Organic Subscription Revenue
Growth

(20% weight)

 

  

 

FY24 Net

Bookings1

(40% weight)

 

  

 

FY24 Adjusted EBITDA

(40% weight)

 

  

 Net  

 Payout  

Internal
Comp Plan
Target

(%)

 

  

Actual

Growth

(%)

 

  

Attained

(%)

 

  

Payout

(%)

 

  

Attained

(%)

 

  

Payout

(%)

 

  

 

Internal

Comp Plan

Target

($)

 

  

Actual

($)

 

  

Attained

(%)

 

  

Payout

(%)

 

5.1

   0.4    6.9    0.00    2.0    0.00    230.0    218.5    95.0    49.8    19.92%

 

1.

Net bookings is an unaudited, non-GAAP internal operational measure used by the business to assess sales and churn, and to help drive decision- making related to the go-to-market team. The Company does not publicly disclose net bookings targets.

Based upon the 19.92% fiscal 2024 payout, the following performance RSUs settled to the noted individuals and will vest across four years starting May 1, 2024 as previously disclosed.

 

 

 Named Executive Officer (1)

 

 

 

Performance Restricted

 

Stock Units Issued

 

 

 

Performance

 

Restricted Stock

 

 

(# at target)

 

 

Units Earned (#) (2)

 

 Andrew Appel

   

 Marje Armstrong

  193,047   38,452

 Jennifer Grafton

  74,751   14,888

 Greg Randolph

  114,423   22,792

 Pawan Joshi

  193,047   38,452

 

 Former Named Executive Officer

 

       

 Michael Farlekas

  434,354   21,630

 Peter Hantman

  193,047   9,613

 

1.

Mr. Appel was not a participant in the long-term incentive plan for FY 2024 as he was in an Interim CEO role.

2.

Mr. Farlekas and Mr. Hantman’s awards for FY24 were prorated based on their applicable termination dates during the performance period.

Retention Awards

In order to incentivize the retention of our NEOs, e2open entered into agreements for the grant of equity with several key executives, including Marje Armstrong, our Chief Financial Officer, Greg Randolph, our Chief Commercial Officer, Pawan Joshi, our EVP, Product Development & Strategy, and Jennifer Grafton, our EVP, General Counsel. These retention grants were recommended by the Compensation Committee, approved by the Board, and effective as of November 17, 2023, for Ms. Armstrong, Mr. Randolph, and Ms. Grafton, and as of November 21, 2023, for Mr. Joshi. These incentive awards were granted to the executives as their retention is considered essential for e2open’s successful execution of the near- and longer-term financial and operational milestones.

The Retention awards granted were time-based restricted stock units with an 18-month cliff vest. The approved value of the restricted stock units on the date of the grant was as follows: Ms. Armstrong ($2,500,000), Mr. Randolph ($1,500,000), Mr. Joshi ($1,000,000), and Ms. Grafton ($450,000).

 

 

 

LOGO   E2open Proxy Statement 2024  |   52


BluJay Synergy Bonus Plan

Upon the recommendation of the Compensation Committee, the Board approved the adoption of a Synergy Bonus Plan, which provides for a cash bonus to our executive team, including our NEOs, and certain other designated employees, to motivate achievement of operational efficiency goals measuring cost reductions for the integration of the BluJay Solutions business into e2open. The objective of the Synergy Bonus Plan was to provide an incremental cash incentive intended to recognize and reward outperformance over 18 months from the closing of the BluJay acquisition, which occurred September 1, 2021. Cost savings achieved by e2open funded the Synergy Bonus Plan with $30.0 million in cost savings set as the target goal. As the team achieved greater than the $30.0 million in target cost savings, as validated by an independent third-party auditor, the plan paid out at 100%. The below table represents the final payout from this plan.

The total payments made in fiscal 2024 were as follows:

 

 

 Named Executive Officer

 

  

 

Synergy Bonus ($)

 

 Marje Armstrong

   164,987

 Pawan Joshi

   153,988

 

 Former Named Executive Officer

 

    

 Michael Farlekas

   220,157

 Peter Hantman

   164,987

Onboarding Compensation for Mr. Randolph

Mr. Greg Randolph became the Company’s Chief Commercial Officer effective July 31, 2023. In addition to the standard compensation arrangements, prorated based on hire date, that are disclosed elsewhere in the CD&A, he received an onboarding equity grant with an aggregate grant date fair value equal to $2,850,000, in the form of restricted stock units that vest in equal parts across four years from the date of grant subject to continued employment with the Company.

Chief Financial Officer and Chief Commercial Officer Special Discretional Bonus – Cash

In addition to individual performance bonuses under the Executive Incentive Plan that was determined in accordance with plan guidelines and performance against pre-set goals, the Compensation Committee recommended, and the board of directors approved on April 26, 2024 a supplemental discretionary year-end cash bonus in the amount of $150,000 for fiscal year 2024 to Mr. Greg Randolph, Chief Commercial Officer, and $50,000 for fiscal year 2024 to Ms. Marje Armstrong. These one-time bonus payouts were provided to recognize exemplary performance by Mr. Randolph in working to improve and enhance the Company’s commercial organization and, for Ms. Armstrong, to recognize her increased scope of responsibility to include corporate communications and human resources.

Health, Welfare, and Other Benefits

We offer health and welfare benefits to our employees, including our NEOs, that are designed to be competitive with overall market practices and to attract, retain, and motivate the talent needed by us to achieve our strategic and financial goals. All regular full-time employees based in the United States, including our NEOs, are eligible to participate in our Section 401(k) plan, health care coverage, life insurance, disability insurance, and unlimited paid time off.

Perquisites and Other Personal Benefits

Although we do not have a formal policy relating to perquisites and other personal benefits, we do not include perquisites as part of our executive compensation program. During fiscal 2024, we did not provide any perquisites or other personal benefits to our NEOs.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual named executive officer in the performance of his or her duties, to make our named executive officers more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

 

 

 

LOGO   E2open Proxy Statement 2024  |   53


Risk Assessment of Compensation Policies and Practices

The Compensation Committee and management work together to perform a risk assessment of our executive compensation programs on at least an annual basis to determine whether any risks arising from such programs and policies are reasonably likely to have a material adverse effect on the Company. The Compensation Committee discusses this assessment with management and the ways in which risk is effectively managed or mitigated as it relates to our compensation programs and policies. During fiscal 2024, we assessed the risks associated with our compensation programs for all employees and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Because our compensation programs put a heavy emphasis on performance-based incentives, we strive to ensure that such incentives do not result in actions that may conflict with the long-term best interests of the Company and our stockholders. The Compensation Committee believes that our compensation programs do not encourage excessive risk taking but instead encourage behaviors that support sustainable value creation for the Company and our stockholders. We believe that our compensation program reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards.

Tax and Accounting Considerations

Section 162(m) of the Code disallows a deduction for federal income tax purposes to any publicly traded corporation for any remuneration in excess of $1 million paid in any taxable year for certain executive officers. The Tax Cuts and Jobs Act repealed the performance-based exception to the deduction limit for remuneration that is deductible in tax years commencing after December 31, 2017. However, certain remuneration is specifically exempt from the deduction limit under a transition rule to the extent that it is “performance-based” as defined in Section 162(m) of the Code and subject to a “written binding contract” in effect as of November 2, 2017, that is not later modified in any material respect. On December 30, 2020, the Internal Revenue Service published final Section 162(m) regulations that generally implement amendments made to Section 162(m) by the Tax Cuts and Jobs Act.

The Compensation Committee periodically reviews the impact of Section 162(m) on the various elements of our executive compensation program. Further, the Compensation Committee believes that, at this time, achieving our compensation objectives is more important than the benefit of tax deductibility. Consequently, the Compensation Committee has, from time to time, awarded incentive compensation that is not exempt from the deduction limit of Section 162(m). Nevertheless, when not inconsistent with these objectives, the Compensation Committee has endeavored to award compensation intended to be deductible for federal income tax purposes.

Policy Prohibiting Derivatives Trading, Hedging and Pledging of Equity Securities

E2open’s Insider Trading Policy prohibits our employees, including our executive officers and members of our board of directors, from engaging in transactions involving derivative securities or otherwise that would hedge the risk of ownership of our equity securities, whether granted to the individual as compensation or held, directly or indirectly, by the individual and from pledging our equity securities as collateral for a loan.

 

 

 

LOGO   E2open Proxy Statement 2024  |   54


Accounting for Stock-Based Compensation

The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards.

ASC Topic 718 requires us to compute and recognize in our consolidated statement of operations all share-based payments to employees, including grants of options to purchase shares of our common stock and restricted stock unit awards for shares of our common stock to our executive officers and other employees, based on their fair values. ASC Topic 718 also requires us to recognize the compensation cost of these share-based payment awards in our income statements over the period that an award recipient is required to render service in exchange for the option or other award (which, generally, will correspond to the award’s vesting schedule).

Compensation Committee Report

 

 

 

 

LOGO

 

LOGO   E2open Proxy Statement 2024  |   55


Fiscal 2024 Compensation Tables

Fiscal 2024 Summary Compensation Table

 

 Name and
 principal
 position
   Year
(1)
   Salary
($)
   Bonus
($)(2)
  

Stock
Award
($)(3)(4)(5)

(6)(7)

   Option
Awards
($)(8)(9)
   Non-equity
Incentive Plan
Compensation
($)(10)
   All Other
Compensation
($)(11)
  

Total

($)

 

 Andrew Appel

 Chief Executive Officer

   2024    371,781       15,699,296    11,565,872       12,500      27,649,449   

 Marje Armstrong

 Chief Financial Officer

   2024    400,000    214,987    6,153,287    344,121    79,680           192,075   
                       
   2023    316,667    106,942    3,709,482    1,272,982    241,600         6,590,182   

 Jennifer Grafton

 Executive

 Vice President,

 General Counsel

 and Secretary

   2024    325,000       1,572,730    133,250    46,812    12,211      2,090,003   

 Greg Randolph

 Chief Commercial Officer

   2024    264,205    150,000    5,565,312    166,894    63,935         6,210,346   
                       

 Pawan Joshi

 EVP, Product Development

 & Strategy

   2024    400,000    153,988    3,155,241    344,121    79,680         4,133,030   
                       
   2023    400,000    692,012    1,351,988    1,272,982    91,600    4,292      3,812,874   
                       
   2022    350,000    413,000    1,417,696    1,162,956    505,050         3,848,702   

 Former Named Executive Officer

 

 Michael Farlekas

 Chief Executive Officer

   2024    306,250    220,157    4,540,738    774,273    91,277    1,261,786      7,194,481   
                       
   2023    500,000    989,374    3,041,971    2,864,208    171,750    20,106      7,587,409   
                       
   2022    500,000    490,000    4,017,825    3,272,961    1,082,250         9,363,037   
                       

 Peter Hantman

 Chief Operating Officer

   2024    230,000    164,987    2,018,114    344,121    57,304    911,635      3,726,161   
                       
   2023    395,833    741,442    1,351,988    1,272,982    114,500    7,740      3,884,485   
                       
   2022    375,000    442,500    1,782,682    1,455,382    721,500         4,777,064   

 

1.

Our fiscal year ends on the last day of February.

2.

For fiscal 2024, 2023, and 2022, the amounts reported in this column represent one-time bonuses earned by the applicable NEO for the closing and integration of the BluJay acquisition. See BluJay Synergy Bonus Plan above. In addition, this column represents a supplemental discretionary year-end cash bonus in the amount of $150,000 for fiscal year 2024 to Mr. Randolph for his exemplary performance improving and enhancing the commercial organization, and $50,000 for fiscal year 2024 to Ms. Armstrong to recognize her increased scope of responsibility to include corporate communications and human resources.

 

 

 

LOGO   E2open Proxy Statement 2024  |   56


3.

For Fiscal 2024, The amounts reported in this column with respect to Mr. Appel represent the aggregate grant date fair value of all stock awards computed in accordance with FASB ASC Topic 718, are based upon the probable outcome of any applicable performance conditions, exclude the impact of estimated forfeitures related to service-based vesting conditions and are consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The culmination of his awards consist of an Advisory Board grant of 16,130 shares in the form of time based RSUs. Upon appointment of CEO February 12, 2024, Mr. Appel was granted the following equity awards: (i) A target grant of 1,500,000 performance-based restricted stock units (up to a maximum of 3,000,000 performance-based restricted stock units, assuming achievement of maximum performance), with a fiscal 2024 year end value of $7,575,000, vesting based upon Mr. Appel’s satisfaction of certain service and performance conditions set forth in the applicable award agreement; (ii) A grant of 1,500,000 time-based restricted stock units, with a fiscal 2024 year end value of $6,165,000, vesting based upon Mr. Appel’s satisfaction of certain service conditions as set forth in the applicable award agreement; and (iii) a sign-on grant of 287,715 time-based Restricted Stock Award, with a fiscal 2024 year end value of $1,174,289, vesting based upon Mr. Appel’s satisfaction of certain service conditions as set forth in the applicable award agreement. This was issued fully with voting rights. Mr. Appel was also granted 275,101 time-based restricted stock with a fiscal 2024 year end value of $685,001 for his appointment to interim CEO effective October 10, 2023.

4.

The amounts reported in this column represent the aggregate grant date fair value of all stock awards computed in accordance with FASB ASC Topic 718, are based upon the probable outcome of any applicable performance conditions, exclude the impact of estimated forfeitures related to service-based vesting conditions and are consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The stock awards may include for each NEO any or all of the following: (a) restricted stock unit (RSU) awards and (b) performance-based restricted stock unit (PSU) awards. For RSUs and PSUs, fair value is computed by multiplying the total number of shares subject to the award (or target number, in the case of PSUs) by the closing price of our common stock on the date of the grant. For a more detailed discussion of the assumptions used to calculate the fair value of our stock awards, refer to Note 23 of the consolidated financial statements contained in our 2024 and 2023 Annual Report on Form 10-K for our fiscal year ended February 29, 2024 and February 28, 2023, respectively. The following sets forth the fair value in accordance with FASB ASC Topic 718 principles of performance stock units granted in fiscal 2022 based upon achieving 144.7% of cumulative goals: Mr. Farlekas — $2,865,119; Mr. Hantman — $1,274,021; and Mr. Joshi — $1,018,078. For fiscal 2023, based upon achieving 22.9% of cumulative goals: Mr. Farlekas — $343,086; Ms. Armstrong — $152,461; Mr. Hantman — $152,461; and Mr. Joshi — $152,461.

5.

For fiscal 2022, this column includes $65,937.50 for Mr. Farlekas, $4,300.00 for Mr. Hantman and $13,450 for Mr. Joshi, which represents the grant date fair value of additional common units and additional shares of Class A Common Stock issued to the NEOs as part of the working capital adjustment required to be performed within 90 days of the closing of the IPO. Such adjustment and issuance occurred on July 6, 2021, when the closing stock price of ETWO on the NYSE was $12.50.

6.

For fiscal 2024, this column includes a $2.85 million Inducement Equity Grant for the hiring of Greg Randolph in the form of time-based RSUs with a four year vest granted on August 1, 2023; and a $1.15 million discretionary equity grant to Ms. Armstrong for work performed in fiscal 2023 as a supplement to the FY23 Executive Incentive Plan. For fiscal 2023, this column includes a $3.3 million Inducement Equity Grant for the hiring of Ms. Armstrong in the form of time-based RSUs with four-year vest, grant date May 1, 2022. This grant replaced equity awards that Ms. Armstrong forfeited upon her departure from her prior employer.

7.

For Fiscal 2024, this column includes retention incentive awards granted in November 20 , 2023 for Ms. Armstrong, Mr. Randolph and Ms. Grafton, and November 22, 2023 for Mr. Joshi as their retention is considered essential for the Company’s successful execution of the short- and longer-term financial and operational milestones. The value of the restricted stock units at the end of fiscal 2024, computed in accordance with FASB ASC Topic 718, was: Ms. Armstrong ($2,943,146), Mr. Randolph ($1,765,889), Mr. Joshi ($1,137,127), and Ms. Grafton ($529,767).

8.

For Fiscal 2024, the amounts reported in this column with respect to Mr. Appel, represent the aggregate grant date fair value of all stock awards computed in accordance with FASB ASC Topic 718, are based upon the probable outcome of any applicable performance conditions, exclude the impact of estimated forfeitures related to service-based vesting conditions and are consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The following equity awards related to the CEO appointment of Mr. Appel February 12, 2024 includes: (i) a target grant of 1,700,000 performance-based stock options (up to a maximum of 3,400,000 performance-based stock options, assuming achievement of maximum performance), with a fiscal 2024 year end value of $7,293,000, vesting based upon Mr. Appel’s satisfaction of certain service and performance conditions as set forth in the applicable award agreement; and (ii) a grant of 1,700,000 time-based stock options, with a fiscal 2024 year end value of $4,272,872, vesting based upon Mr. Appel’s satisfaction of certain service conditions as set forth in the applicable award agreement.

9.

This column represents the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures. For a more detailed discussion of the assumptions used to calculate the fair value of our stock awards, refer to Note 23 of the consolidated financial statements contained in our 2024 and 2023 Annual Report on Form 10-K for our fiscal year ended February 29, 2024 and February 28, 2023, respectively. Additionally, for fiscal 2024, Mr. Farlekas stock options were valued using the closing stock price on his termination date, October 10, 2023, which was $4.39; For Mr. Hantman, his stock options were valued using the closing stock price on his termination date, September 27, 2023, which was $4.63. The following sets forth the fair value in accordance with FASB ASC Topic 718 principles of performance stock options granted in fiscal 2022 based upon achieving 144.7% of cumulative goals: Mr. Farlekas — $2,372,897; Mr. Hantman — $1,055,152; and Mr. Joshi — $843,172. For fiscal 2023, based upon achieving 22.9% of cumulative goals: Mr. Farlekas — $327,946; Ms. Armstrong — $145,752; Mr. Hantman — $145,752; and Mr. Joshi — $145,752.

10.

The amounts reported in this column represent the bonuses earned by each NEO pursuant to the Executive Incentive Plan. These amounts are paid in May or June of each year following the determination of performance by the Compensation Committee. For additional information, see Annual Cash Incentive Plan above.

11.

For Fiscal 2024, this column represents advisory fees for Mr. Appel, prior to CEO appointment and severance payment for the former Named Executive Officers. Additionally, for Ms. Grafton, Mr. Farlekas and Mr. Hantman, this column includes company contributions to employee savings plans, employer savings account contributions, imputed income for Group Life Insurance premiums in excess of $50,0000, imputed income for Long-term Disability premiums, and other personal benefits in the aggregate amounts of $12,211, $11,786, and $11, 635, respectively. For Fiscal 2023, this column represents a cash payment for a gain on sale related to the Blue Jay acquisition as discussed above. Additionally, for Mr. Farlekas and Mr. Hantman, this column represents severance payments made upon termination in accordance with our severance policy as discussed below.

 

 

 

LOGO   E2open Proxy Statement 2024  |   57


Fiscal 2024 Grants of Plan-Based Awards

The following table sets forth certain information regarding plan-based awards granted to the named executive officers during the fiscal year ended February 29, 2024.

 

   
      Estimated future payouts    Estimated future payouts            
      under non-equity incentive    under equity incentive plan            
      plan awards (1)    awards (2)(3)            
 
 Name    Grant
Date
   Threshold
($)
   Target
($)
   Maximum 

($) 

   Threshold
(#)
   Target
(#)
   Maximum
(#)
   All Other
Stock
Awards
(#) (4)
   All Other
Option
Awards
(#)
   Exercise
or base
price of
option
awards
($/Sh)
   Grant Date 

Fair Value 

Stock and 

Option 

Awards 

(5) ($) 

 
 Andrew Appel   

 

3/1/23

     

 

N/A

                         
  

 

3/1/23

                      

 

16,130

        

 

100,006

  

 

10/12/23

                      

 

275,101

        

 

685,001

  

 

2/12/24

             

 

136,000

  

 

1,700,000

  

 

3,400,000

        

 

4.11

  

 

7,293,000

  

 

2/12/24

             

 

120,000

  

 

1,500,000

  

 

3,000,000

           

 

7,575,000

  

 

2/12/24

                         

 

1,700,000

  

 

4.11

  
  

 

2/12/24

                      

 

1,500,000

        

 

6,165,000

  

 

2/12/24

                                

 

285,715

            

 

1,174,289

 
 Marje Armstrong    

 

3/1/23

  

 

56,000

  

 

400,000

  

 

800,000

                    
  

 

5/1/23

              27,027    193,047    386,094            

 

1,204,613

  

 

5/1/23

                       135,133         

 

813,501

  

 

5/1/23

                       191,030         

 

1,192,027

  

 

5/5/23

                          141,344    4.62   
  

 

11/20/23

                                

 

836,121

            

 

2,943,146

 
 Jennifer Grafton   

 

3/1/23

  

 

32,900

  

 

235,000

  

 

470,000

                    
  

 

3/1/23

                      

 

40,323

        

 

250,003

  

 

5/1/23

             

 

10,465

  

 

74,751

  

 

149,502

           

 

466,446

  

 

5/1/23

                      

 

52,326

        

 

326,514

  

 

5/5/23

                         

 

54,731

  

 

4.62

  
  

 

11/20/23

                                

 

150,502

            

 

529,767

 
 Greg Randolph   

 

3/1/23

  

 

56,000

  

 

400,000

  

 

800,000

                    
  

 

8/1/23

             

 

16,019

  

 

114,423

  

 

228,846

           

 

581,269

  

 

8/1/23

                         

 

63,145

  

 

5.15

  
  

 

8/1/23

                       553,399         

 

2,811,267

  

 

8/1/23

                       80,096         

 

406,888

  

 

11/20/23

                                

 

501,673

            

 

1,765,889

 
 Pawan Joshi   

 

3/1/23

  

 

56,000

  

 

400,000

  

 

800,000

                    
  

 

5/1/23

             

 

27,027

  

 

193,047

  

 

386,094

           

 

1,204,613

  

 

5/1/23

                       135,133         

 

813,501

  

 

5/5/23

                          141,344    4.62   
 
    

 

11/22/23

                                 334,449             

 

1,137,127

 

 

 

LOGO   E2open Proxy Statement 2024  |   58


Fiscal 2024 Grants of Plan-Based Awards (cont.)

 

   
      Estimated future payouts    Estimated future payouts            
      under non-equity incentive    under equity incentive plan            
      plan awards (1)    awards (2)(3)            
 
 Name    Grant
Date
   Threshold
($)
   Target
($)
   Maximum 

($) 

   Threshold
(#)
   Target
(#)
   Maximum
(#)
   All Other
Stock
Awards
(#) (4)
   All Other
Option
Awards
(#)
   Exercise
or base
price of
option
awards
($/Sh)
   Grant Date 

Fair Value 

Stock and 

Option 

Awards 

(5) ($) 

 
 Former Named Executive Officer                          
 
 Michael Farlekas   

 

3/1/23

  

 

105,000

  

 

750,000

  

 

1,500,000

                    
  

 

5/1/23

              60,810    434,354    868,708            

 

2,710,369

  

 

5/1/23

                      

 

304,048

        

 

1,830,369

  

 

5/5/23

                                      318,024   

 

4.62

    
 
 Peter Hantman   

 

3/1/23

   70,000    500,000    1,000,000                     
  

 

5/1/23

             

 

27,027

  

 

193,047

  

 

386,094

           

 

1,204,613

  

 

5/1/23

                      

 

135,133

        

 

813,501

  

 

5/5/23

                                     

 

141,344

  

 

4.62

    

 

1.

The amounts reported in these columns represent the threshold, target and maximum annual cash bonuses paid in accordance with the Executive Incentive Plan. For additional information, see “Annual Cash Incentive Plan” above. Mr. Appel was not a participant in the Executive Incentive Plan for FY2024.

2.

The amounts reported in the “Estimated Future Payouts under Equity Incentive Plan Awards” columns with a grant date of February 12, 2024, represent the number of shares of our common stock subject to performance-based options and performance-based restricted stock units (“PSUs”) granted to Mr. Appel during fiscal 2024. For the options, the number of shares that can be exercised at a price of $4.11, pursuant to the awards ranges from 8% to 200% of the number of shares listed in the “Target” column, depending on the closing price of one share of Class A common stock equaling or exceeding the corresponding stock price reflected in grant document for twenty (20) out of thirty (30) consecutive trading days during the Performance Period. For the PSUs, the payout ranges from 8% to 200% of the number of shares listed in the “Target” column, depending on the closing price of one share of Class A common stock equaling or exceeding the corresponding stock price reflected in grant document for twenty (20) out of thirty (30) consecutive trading days during the Performance Period. The performance conditions and other terms applicable to these PSU awards and performance-based options are described in more detail under “Compensation Discussion and Analysis-Long-Term Incentive Compensation” above.

3.

The amounts reported in the “Estimated Future Payouts under Equity Incentive Plan Awards” columns with grant dates of May 1, 2023 represent the number of shares of our common stock subject to performance-based restricted stock unit awards, or PSUs, granted to the NEOs during fiscal 2024. The number of shares that can be earned pursuant to the awards ranges from 8% to 200% of the number of shares listed in the “Target” column, depending on e2open’s organic subscription revenue growth, net bookings and adjusted EBITDA for fiscal year 2024 with threshold performance at 14% of target. The performance conditions and other terms applicable to these PSU awards are described in more detail under “Compensation Discussion and Analysis-Long-Term Incentive Compensation” above.

4.

The share amounts reported in this column are for shares issuable upon vesting of time-based RSU awards that vest over a period of three years from the date of grant, with 33.3% of the shares vesting on the first anniversary of grant and the remaining 66.7% vesting in equal installments over the next two years, subject to the recipient’s continued employment or other qualifying association with the Company.

5.

Represents the aggregate grant date fair value of the stock-based compensation awards granted to the named executive officers during fiscal 2024, excluding the impact of estimated forfeitures related to service-based vesting conditions, as computed in accordance with ASC 718. For PSUs, fair value is computed by multiplying the target number of shares subject to the award by the closing price of our common stock on the date of the grant and assumes target performance is the probable outcome.

 

 

 

LOGO   E2open Proxy Statement 2024  |   59


Outstanding Equity Awards at Fiscal Year-End 2024

The following table sets forth information concerning outstanding equity awards held by the NEOs at fiscal year ended February 29, 2024.

 

 Name

 

 Grant 

 

Date

 

  Grant  

 

Type (1)

 

 Number of 

 

Securities

 

Underlying

 

Unexercised

 

Options

 

(Exercisable)

 

Number of

 

Securities

 

Underlying

 

Unexercised

 

Options

 

(Unexercisable)

 

  Equity  

 

Incentive

 

Plan awards:

 

number of

 

securities

 

underlying

 

unexercised

 

unearned

 

options

 

(#) (2)

 

Option

 

 Exercise 

 

Price

 

($)

 

 

Option

 

 Expiration 

 

Date

 

 

Number of

 

Shares of

 

Stock That

 

Have Not

 

 Vested 
(#) (3)

 

Market

 

Value of

 

Shares of

 

 Stock That 

 

Have Not

 

Vested ($)

 

Equity

 

Incentive

 

Plan awards:

 

number of

 

unearned

 

 shares that 

 

have not

 

vested

 

(#) (4)

 

Equity

 

Incentive

 

Plan

 

awards:

 

market

 

value of

 

unearned

 

 shares that 

 

have not

 

vested

 

($) (5)

    2/12/24     PB Options         1,700,000         4.11         2/12/31            
    2/12/24     PB RSU                   1,500,000         6,345,000    
    2/12/24     TB Options       1,700,000           4.11         2/12/34            

Andrew

    2/12/24     TB RSU               1,500,000         6,345,000        

Appel

    2/13/24     TB RSU                                             285,795         1,208,913                    
    10/12/23     TB RSU               275,101         1,163,677        
    3/1/23     TB RSU                                             10,753         45,485                    
    11/10/22     TB RSU                                             5,510         23,307                    
    11/20/23     TB RSU               836,121         3,536,792        
    5/5/23     TB Options       141,344           4.62         5/5/33            
    5/1/23     TB RSU               135,133         571,613        
    5/1/23     TB RSU                                             191,030         808,057                    

Marje

    5/1/22     TB RSU               319,768         1,352,619        

Armstrong 

    5/13/22     PB Options     9,947           29,841         7.76         5/12/32            
    5/21/22     PB RSU                   14,082         59,567    
    5/21/22     TB RSU               56,329         238,272        
    5/21/22     PB RSU                                                             193,047         816,589    
    11/20/23     TB RSU               150,501         636,619        
    5/5/23     TB Options       54,731           4.62         5/3/33            
    5/1/23     PB RSU                   74,751         316,197    

Jennifer

    5/1/23     TB RSU               52,326         221,339        

Grafton

    3/1/23     TB RSU                                             26,882         113,711                    
    8/1/22     TB RSU               4,811         20,351        
    5/1/22     TB RSU                                             10,352         43,789                    
    11/20/23     TB RSU               501,673         2,122,077        
    8/1/23     TB RSU               553,399         2,340,878        

Greg

    8/1/23     TB RSU               80,096         338,806        

Randolph

    8/1/23     TB Options       63,145           5.15         8/1/33            
      8/1/23     PB RSU                                                             114,423         484,009    

 

 

 

LOGO   E2open Proxy Statement 2024  |   60


Outstanding Equity Awards at Fiscal Year-End 2024 (cont.)

 

  Name  

 Grant 

 

Date

   

Grant
Type (1)

 

 Number of 

 

Securities

 

Underlying

 

Unexercised

 

Options

 

(Exercisable)

   

 Number of 

 

Securities

 

Underlying

 

Unexercised

 

Options

 

(Unexercisable)

   

  Equity  

 

Incentive

 

Plan awards:

 

number of

 

securities

 

underlying

 

unexercised

 

unearned

 

options

 

(#) (2)

   

Option

 

Exercise

 

Price

 

($)

   

Option

 

Expiration

 

Date

   

Number of

 

Shares of

 

Stock That

 

Have Not

 

Vested

 

(#) (3)

   

Market

 

Value of

 

Shares of

 

Stock That

 

Have Not

 

Vested ($)

   

Equity

 

Incentive

 

Plan awards:

 

number of

 

unearned

 

shares that

 

have not

 

vested

 

(#) (4)

   

Equity

 

Incentive

 

Plan

 

awards:

 

market

 

value of

 

unearned

 

 shares that 

 

have not

 

vested

 

($) (5)

    11/22/23     TB RSU               334,449        1,414,719       
    5/5/23     TB Options       141,344         4.62       5/5/33           
    5/1/23     PB RSU                   193,047     816,589
    5/1/23     TB RSU                                             135,133       571,613               
    5/21/22     TB RSU                56,329       238,272       

Pawan  

    5/21/22     PB RSU                    14,082      59,567

Joshi

    5/13/22     PB Options      9,947               29,841       7.76       5/12/32                               
    9/1/21     TB RSU                 6,979       29,521       
    5/21/21     TB RSU                18,185       76,923       
    5/21/21     PB RSU                    39,469     166,954
    3/1/21     PB Options     141,980               47,326       9.77       3/1/31                               

Former Named Executive Officer

                     

Michael Farlekas 

    5/1/23     PB RSU                                                             108,589     459,331
    5/1/23     PB RSU                    96,524     408,297

Peter

    5/5/23     TB Options      84,414                       4.62       3/30/24                               

Hantman 

    5/13/22     PB Options      30,671                       7.76       3/30/24                               
    3/1/21     PB Options     202,352                       9.77       3/30/24                               

 

1.

For fiscal 2024, Options awarded to the CEO were part of his onboarding compensation and consist of both time-based and performance-based options subject to a 3-year performance period. The performance-based options are subject to the achievement of the price of one share of stock holding consistent for twenty (20) out of thirty (30) consecutive trading days during the Performance Period. For fiscal 2023, PB Options are performance-based options subject to a one-year organic revenue growth target, net bookings target, and adjusted EBITDA target. For fiscal 2022, PB Options are performance-based options subject to a one-year organic revenue growth target; PB RSUs are performance-based restricted stock units subject to a one-year organic revenue growth target; TB RSUs are time-based restricted stock units that vest equally over a three-year period.

2.

For fiscal 2024, PB Options for the CEO vest one-third in the first year, then equally on each three-month anniversary for the remaining two years. For fiscal years 2022 and 2023, PB options vest in 25% increments annually on each anniversary of the grant date, subject to achievement of performance and other continued service conditions.

3.

For fiscal 2024, time-based restricted stock units vest one-third on the first-year anniversary of the grant date, then equally on each three-month anniversary for the remaining two years. For fiscal years 2022 and 2023, TB RSUs vest in one-third increments annually on each anniversary of the grant date, subject to continued service conditions.

4.

The performance-based restricted stock units vest in 25% increments annually on each anniversary of the grant date, subject to achievement of performance and other continued service conditions.

5.

The market value of unvested stock awards is calculated by multiplying the number of unvested stock awards held by the applicable named executive officer by the closing market price of our common stock on the New York Stock Exchange on February 29, 2024, the last day of fiscal 2024, which was $4.23.

 

 

 

LOGO   E2open Proxy Statement 2024  |   61


Options Exercised and Stock Vested

The following table sets forth information concerning options exercised and stock vested by the NEOs at fiscal year ended February 29, 2024.

 

   
     Option Awards    Stock Awards
   
 Name      Number of Shares       Value Realized