UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
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 under § 240.14a-12
ALKAMI TECHNOLOGY, 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 all boxes that apply):
☒ 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.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on May 14, 2025
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Alkami Technology, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on Wednesday, May 14, 2025 at 9:00 a.m., Central Time as a virtual-only meeting. You will be able to attend the Annual Meeting online and vote your shares of our common stock and submit your questions during the Annual Meeting by registering, in advance, at
www.proxydocs.com/ALKT
, where you will be asked to enter the control number provided to you on your Notice of Internet Availability of Proxy Materials, proxy card or on the instructions that accompanied your proxy materials. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting. You must complete your registration in advance of 5:00 p.m., Eastern Time on May 13, 2025 in order to be able to attend the Annual Meeting.
The Annual Meeting will be held for the following purposes:
1.
To elect the three nominees for director named herein to serve as Class I directors to hold office until the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
2.
To ratify the appointment by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.
3.
To approve, on a non-binding advisory basis, the compensation of our named executive officers, or NEOs.
4.
To select, on a non-binding advisory basis, the recommended frequency of future advisory votes to approve the compensation of our NEOs.
5.
To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Annual Meeting is March 17, 2025. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting at the Company’s offices at 5601 Granite Pkwy #120, Plano, TX 75024. The list of these stockholders will also be available to view during the Annual Meeting for stockholders that attend the meeting. The information required to access such list will be made available to each stockholder who registers to attend the meeting by following the instructions set forth above. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials
for the Stockholders’ Meeting to Be Held on May 14, 2025
at 9:00 a.m., Central Time via the Internet.
The proxy statement and annual report to stockholders are available electronically at
www.proxydocs.com/ALKT
.
By Order of the Board of Directors
Alex Shootman
Chief Executive Officer and President
2
Plano, Texas
March 31, 2025
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to submit a proxy to vote your shares over the Internet or by telephone by following the instructions on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials. Submitting your proxy now will not prevent you from attending the Annual Meeting and voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
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ALKAMI TECHNOLOGY, INC.
5601 Granite Pkwy #120
Plano, TX 75024
PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Alkami Technology, Inc. (sometimes referred to as the “Company,” “Alkami,” “we,” “us” or “our”) of proxies to be voted at the Company’s Annual Meeting of Stockholders to be held on Wednesday, May 14, 2025 (the “Annual Meeting”), at 9:00 a.m., Central Time, and at any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting and will be conducted via an audio webcast at
www.proxydocs.com/ALKT
. You will be able to attend the Annual Meeting online and vote your shares of our common stock and submit your questions during the Annual Meeting by registering, in advance, at
www.proxydocs.com/ALKT,
where you will be asked to enter the control number provided to you on your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), proxy card or on the instructions that accompanied your proxy materials. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting. You must complete your registration in advance of 5:00 p.m., Eastern Time on May 13, 2025 in order to be able to attend the Annual Meeting.
Holders of record of outstanding shares of our common stock, $0.001 par value per share (“Common Stock”), as of the close of business on March 17, 2025 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will vote together as a single class on all matters presented at the Annual Meeting. As of the Record Date, there were 103,000,820 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting. The Company has no other class of securities outstanding.
At the Annual Meeting, our stockholders will be asked:
•
To elect the three nominees for director named herein to serve as Class I directors to hold office until the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;
•
To ratify the appointment, by the Audit Committee of the Board (the “Audit Committee”), of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025;
•
To approve, on a non-binding advisory basis, the compensation of our named executive officers, or NEOs; and
•
To select, on a non-binding advisory basis, the recommended frequency of future advisory votes to approve the compensation of our NEOs.
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment. We first made this proxy statement, proxy card and other proxy materials available to stockholders on or about April 4, 2025.
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
How are proxy materials being made available?
We use the Internet as the primary means of furnishing proxy materials to stockholders. Unless stockholders have requested otherwise, we are sending a Notice of Internet Availability on or about April 4, 2025 to our stockholders with instructions on how to access the proxy materials online at
www.proxydocs.com/ALKT.
Stockholders may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our annual meetings and reduce our printing and mailing costs.
Copies of this proxy statement and our annual report to stockholders are also available at investors.alkami.com.
How do I attend the Annual Meeting?
The Annual Meeting will be held on Wednesday, May 14, 2025 at 9:00 a.m., Central Time, virtually at www.proxydocs.com/ALKT. There will be no physical meeting location. The meeting will only be conducted via an audio webcast. You will be able to attend the Annual Meeting online and vote your shares of Common Stock and submit your questions during the Annual Meeting by registering, in advance, at
www.proxydocs.com/ALKT
, where you will be asked to enter the control number provided to you on your Notice of Internet Availability, proxy card or on the instructions that accompanied your proxy materials. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting. You must complete your registration in advance of 5:00 p.m., Eastern Time on May 13, 2025 in order to be able to attend the Annual Meeting.
The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m., Central Time on May 14, 2025. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for our stockholders to log in and test their devices’ audio systems. We encourage our stockholders to access the Annual Meeting in advance of the designated start time.
Information on how to vote virtually at the Annual Meeting is below.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 17, 2025 will be entitled to vote at the Annual Meeting. On this record date, there were 103,000,820 shares of Common Stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on March 17, 2025 your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the virtual Annual Meeting or vote by proxy. Whether or not you plan to attend the virtual Annual Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee
If on March 17, 2025 your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and our proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the virtual meeting unless you request and obtain a valid proxy from your broker, bank or other nominee. Once you have obtained a legal proxy from your broker, bank or other nominee, you must register to attend the Annual Meeting as noted above, and, during this registration, you will be instructed to email your legal proxy in order to vote to: DSMSupport@mediantonline.com.
What am I voting on?
There are four matters scheduled for a vote:
•
Election of three Class I directors to hold office until the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;
•
Ratification of the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
•
To approve, on a non-binding advisory basis, the compensation of our named executive officers, or NEOs; and
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•
To select, on a non-binding advisory basis, the recommended frequency of future advisory votes to approve the compensation of our NEOs.
What if another matter is properly brought before the Annual Meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy card to vote on those matters in accordance with their best judgment.
How do I vote?
For each nominee to the Board, you may either vote “For” such nominee or you may “Withhold” your vote for such nominee. For the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, you may vote “For” or “Against” or abstain from voting. For the advisory vote to approve the compensation of our NEOs, you may vote “For” or “Against” or abstain from voting. For the advisory vote to select the recommended frequency of future advisory votes to approve the compensation of our NEOs you may vote for “1 Year,” “2 Years,” or “3 Years” or abstain from voting.
The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy over the telephone, vote by proxy via the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote even if you have already voted by proxy.
•
To vote during the virtual Annual Meeting, you must register in advance to attend the Annual Meeting. Please refer to “How do I attend the Annual Meeting?” and “Who can vote at the Annual Meeting?” for additional information.
•
If you requested a proxy card by mail, you may vote using the proxy card before the Annual Meeting by simply completing, signing and dating the proxy card that was delivered and returning it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
•
To vote over the telephone before the Annual Meeting, dial toll-free 1-866-291-7285 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice of Internet Availability, proxy card or the instructions that accompanied your proxy materials. Your telephone vote must be received by 9:00 a.m., Central Time on May 14, 2025 to be counted.
•
To vote via the Internet before the Annual Meeting, go to www.proxypush.com/ALKT to complete an electronic proxy card. You will be asked to provide the control number from the Notice of Internet Availability, proxy card or the instructions that accompanied your proxy materials. Your Internet vote must be received by 9:00 a.m., Central Time on May 14, 2025 to be counted.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should follow the voting instructions provided to you by such broker, bank or other nominee to ensure that your vote is counted. To vote at the virtual Annual Meeting, you must register in advance to attend the Annual Meeting and obtain a valid proxy from your broker, bank or other nominee. Please refer to “How do I attend the Annual Meeting?” and “Who can vote at the Annual Meeting?” above for additional information.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of Common Stock you own as of March 17, 2025.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, via the Internet or at the virtual Annual Meeting, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee
If you are a beneficial owner and do not instruct your broker, bank or other nominee how to vote your shares, they will only be permitted to vote your shares on “routine” matters. Brokers, banks and other nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Proposal 2, the ratification of the appointment of our independent registered public accounting firm, is a “routine” matter, thus your broker, bank or other nominee is permitted to vote your shares even in the absence of your instruction. Proposal 1 (the election of directors), Proposal 3 (the advisory vote to approve the compensation of our NEOs) and Proposal 4 (the advisory vote on the frequency of future advisory
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votes to approve the compensation of our NEOs) are “non-routine” matters. Accordingly, your broker, bank or other nominee may not vote your shares on Proposal 1, Proposal 3, or Proposal 4 without your instructions.
If your broker, bank or other nominee votes “uninstructed” shares on Proposal 2, but does not vote on Proposal 1, Proposal 3 or Proposal 4, broker non-votes will occur with respect to such shares not voted on Proposal 1, Proposal 3, and Proposal 4.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed by applicable stock exchange rules to be “non-routine,” the broker, bank or other nominee cannot vote the shares. If your broker, bank or other nominee only votes “uninstructed” shares on Proposal 2, such shares will be considered present at the Annual Meeting for quorum purposes and broker non-votes will occur as to Proposal 1, Proposal 3, and Proposal 4. Broker non-votes will have no impact on the voting results.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of each nominee for director, “For” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, “For” the advisory vote to approve the compensation of our NEOs, and for “1 Year” as the recommended frequency of future advisory votes to approve the compensation of our NEOs. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, by e-mail or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies.
We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
•
You may submit another properly completed proxy card with a later date.
•
You may grant a subsequent proxy by telephone or via the Internet.
•
You may send a timely written notice that you are revoking your proxy to Alkami’s Corporate Secretary at 5601 Granite Pkwy #120, Plano, TX 75024 prior to the Annual Meeting.
•
You may attend the virtual Annual Meeting and vote by following the instructions described above. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
Your most current proxy card or telephone or Internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee
If your shares are held by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your vote.
Can I submit questions in advance or during the Annual Meeting?
Stockholders may submit questions in writing in advance or during the Annual Meeting at the following website:
www.proxydocs.com/ALKT
. Stockholders will use their control number that is included on their Notice of Internet Availability, proxy card or the instructions that accompanied the proxy materials. As part of the Annual Meeting, we will hold a live Q&A session, during which we will answer questions pertinent to the Company and the meeting matters, as time permits. If we receive substantially similar questions, we may group such questions together. Questions related to personal matters that are not pertinent to the Annual Meeting matters or that contain derogatory references to individuals, use offensive language or are otherwise out of order or not suitable for the conduct of the Annual Meeting will not be addressed during the Annual Meeting. If there are questions pertinent to Annual Meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to such questions on our website at: https://investors.alkami.com/.
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Who do I contact about technical difficulties?
Beginning at 8:45 a.m., Central Time on the day of the Annual Meeting through the conclusion of the Annual Meeting, our support team will be ready to assist stockholders with any technical difficulties assessing and participating the Annual Meeting. If stockholders encounter any difficulties accessing the meeting during the check-in or meeting time, please see the Meeting FAQ Guide for answers to typical questions where you will find the contact information for the digital meeting help team.
When are stockholder proposals and director nominations due for next year’s annual meeting?
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2026 annual meeting of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), must submit the proposal to our Corporate Secretary at our offices at 5601 Granite Pkwy #120, Plano, TX 75024 in writing not later than December 5, 2025.
Stockholders intending to present a proposal at the 2026 annual meeting of stockholders, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Amended and Restated Bylaws. Our Amended and Restated Bylaws require, among other things, that our Corporate Secretary receives written notice from the stockholder of record of their intent to present such proposal or nomination not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting. Therefore, we must receive notice of such a proposal or nomination for the 2026 annual meeting of stockholders no earlier than January 14, 2026 and no later than February 13, 2026. The notice must contain the information required by the Amended and Restated Bylaws, a copy of which is available upon request to our Corporate Secretary. In the event that the date of the 2026 annual meeting of stockholders is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be received not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made by the Company. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.
In addition to satisfying the requirements under our Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 15, 2026.
In connection with our solicitation of proxies for our 2026 annual meeting of stockholders, we intend to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”). Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.
How are votes counted?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count the votes received on each proposal.
How many votes are needed to approve each proposal?
With respect to Proposal 1, the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Accordingly, the three nominees receiving the highest number of “For” votes will be elected. Abstentions and broker non-votes will have no effect on Proposal 1.
With respect to Proposal 2, the affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval. Since Proposal 2 is a “routine” matter, we do not expect any broker non-votes with respect to Proposal 2. Abstentions and broker non-votes, if any, will have no effect on Proposal 2.
With respect to Proposal 3, the affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval. Abstentions and broker non-votes, will have no effect on Proposal 3.
With respect to Proposal 4, the affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval. Abstentions and broker non-votes, will have no effect on Proposal 4.
How does the Board recommend that I vote?
Our Board recommends that you vote “For” the election of each of the nominees for director in Proposal 1, “For” Proposal 2, “For” Proposal 3, and for “1 Year” on Proposal 4, as further described in this proxy statement.
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What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. The holders of a majority in voting power of our Common Stock issued and outstanding and entitled to vote, present virtually or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the virtual Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the meeting or a majority in voting power of the stockholders entitled to vote at the meeting, present virtually or represented by proxy, may adjourn the Annual Meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Our Board is divided into three classes. Each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.
Todd Clark and Gary Nelson are Class I directors whose terms expire at the conclusion of the Annual Meeting. Each of Mr. Clark and Mr. Nelson has not been nominated for re-election at the Annual Meeting. The Company thanks Mr. Clark and Mr. Nelson for their many years of dedicated service to the Company. The Company has nominated Joseph Payne for election as a Class I director to fill one of the vacancies caused by the departures of Mr. Clark and Mr. Nelson. Mr. Payne was initially recommended to the Nominating & Corporate Governance Committee by the Company’s Chief Executive Officer. In addition, to rebalance the Board classes so that they are as nearly equal in number as possible, on March 30, 2025, the Board (1) approved the reduction of the size of the Board from nine to eight directors and the reduction of the size of Class II from four to three directors, effective upon the election of directors at the Annual Meeting, (2) determined that one of the Company’s directors should be reclassified from Class II (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders) to Class I (standing for election at the Annual Meeting) and (3) accepted the resignation of Mr. Osnoss as a Class II director (effective upon the election of directors at the Annual Meeting) and nominated Mr. Osnoss to stand for election as a Class I director at the Annual Meeting.
After giving effect to the addition of Joseph Payne and the reclassification of Mr. Osnoss from Class II to Class I, three Class I directors are to be elected at the Annual Meeting: Maria Alvarez, Raphael Osnoss, and Joseph Payne. The Class II directors, whose terms will expire at the 2026 Annual Meeting of Stockholders, are Charles Kane, Alex Shootman and Brian R. Smith, and the Class III directors, whose terms will expire at the 2027 Annual Meeting of Stockholders, are Steve Mitchell and Barbara Yastine. If elected at the Annual Meeting, each of the Class I nominees would serve until the 2028 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until each such director’s earlier death, resignation or removal.
Directors are elected by a plurality of the votes cast. Accordingly, the three nominees receiving the highest number of “For” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. Proxies cannot be voted for a greater number of persons than the nominees named. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
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Set forth below is certain biographical information for each nominee and each director whose term will continue after the Annual Meeting.
| Name |
Age
|
Director Class
|
Independent | Audit Committee | Compensation Committee | Information Systems Audit Committee | Nominating & Corporate Governance Committee | |||||||||||||||||||||||||||||||||||||
| Maria Alvarez | 60 | Class I | ü | Chair | ||||||||||||||||||||||||||||||||||||||||
| Raphael Osnoss | 38 | Class I | ü | Chair | ü | |||||||||||||||||||||||||||||||||||||||
|
Joseph P. Payne
(1)
|
60 | Class I | ü | ü | ü | |||||||||||||||||||||||||||||||||||||||
| Charles Kane | 67 | Class II | ü | Chair | ||||||||||||||||||||||||||||||||||||||||
| Alex Shootman | 59 | Class II | ||||||||||||||||||||||||||||||||||||||||||
| Brian R. Smith | 59 | Class II | ü | ü | ü | Chair | ||||||||||||||||||||||||||||||||||||||
| Steven Mitchell | 55 | Class III | ü | ü | ||||||||||||||||||||||||||||||||||||||||
| Barbara Yastine | 65 | Class III | ü | ü | ü | |||||||||||||||||||||||||||||||||||||||
(1)
Upon his election to the Board, effective as of the conclusion of the Annual Meeting, Mr. Payne will be appointed to serve on the Audit and Compensation Committees of the Board.
NOMINEES FOR ELECTION TO CLASS I
Maria Alvarez
has served on our Board since January 1, 2023. Ms. Alvarez currently serves as VP, AI Platform and AI Division at Microsoft Corporation, a technology company, and has served in senior roles at Microsoft since 2011, including as General Manager, Shared Engineering Services, AI & Research Group. Before joining Microsoft, Ms. Alvarez served as Chief Technology Officer and Product Head at Panda Security, a cybersecurity software company, and she previously held senior roles at Yahoo! Inc., Hewlett Packard Company and Symantec Corporation. She currently serves as an independent board member of BB Imaging, a private company that offers diagnostic ultrasound services, and previously served on the board of directors of Workfront, Inc., a privately held SaaS software company. Ms. Alvarez brings to the Board expertise in product strategy, operational and technical excellence, international leadership, and digital transformation. She has extensive experience in software development in the security, search advertising and AI industries. Ms. Alvarez holds a M.S. in Computer Science from California Polytechnic University Pomona.
Raphael “Raph” Osnoss
has served on our Board since December 2017. Mr. Osnoss is a Managing Director at General Atlantic and focuses on the firm’s investments in the Financial Services sector. Prior to joining General Atlantic, Mr. Osnoss was an Associate at Berkshire Partners, a private equity firm, from 2010 to 2012. Previously, he was an Analyst in the Investment Banking Division of Goldman Sachs from 2008 to 2010. He currently serves on the boards of EngageSmart, a SaaS platform for customer engagement and payments, Tripleseat, a provider of software to the hospitality industry, Creative Planning, a wealth management firm, Hostaway, a SaaS platform for the vacation rental industry, and Avant, a financial technology company. He previously served on the board of directors of Insurity, Inc., a cloud-based solutions and data analytics company, and Amount, a loan origination and banking software provider. He also serves on the board of Edible Schoolyard NYC, a food and education-focused charitable organization. Mr. Osnoss holds a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School. We believe Mr. Osnoss is qualified to serve on our Board because of his knowledge of technology and the financial services industry.
Joseph P. Payne
currently is a Group Leader at Enterprise Software CEO Roundtable, a learning and development group for CEOs of $100 million+ software companies. From 2015 to 2024 Mr. Payne was the president and CEO of Code42 Software, a leader in Insider Risk Management, which focuses on reducing the risk of data leakage from insiders. Mr. Payne sold that business to Mimecast in August of 2024. Mr. Payne is a seasoned executive with more than 30 years of leadership in high-growth software companies. He has broad experience as a software CEO delivering solutions to enterprises across numerous industries. He currently serves on the board of directors of First Focus Campaign for Children, a non-partisan, not-for-profit advocacy organization. He previously served on the boards of Code42, Dealertrack (NASDAQ: TRAK), Cornerstone OnDemand (NASDAQ: CSOD), Workfront, TrackMaven, Plex, e-Security, eGrail, Ecutel, and Eloqua (NASDAQ: ELOQ). As CEO of Eloqua, Mr. Payne led the team to a successful IPO and a subsequent acquisition by Oracle. Mr. Payne is a magna cum laude graduate of Duke University and a graduate of the Fuqua School of Business where he was a Fuqua Scholar. We believe Mr. Payne is qualified to serve on our Board because of his extensive background as a software CEO and experience as an executive as well as previous public company board service.
CLASS II DIRECTORS
CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
Charles “Chuck” Kane
has served on our Board since October 2019. Mr. Kane is a senior lecturer of International Finance at the MIT Sloan Graduate Business School of Management at the Massachusetts Institute of Technology, a position he has held since 2006. Since November 2006, Mr. Kane also serves as the Chairman of One Laptop Per Child, a non-profit organization that provides computing and Internet access for students in the developing world, for whom he served as President and Chief Operating Officer
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from 2008 until 2009. Mr. Kane served as Executive Vice President and Chief Administrative Officer of Global BPO Services Corp., from July 2007 until March 2008, and as Chief Financial Officer of Global BPO from August 2007 until March 2008. Prior to joining Global BPO, he served as Chief Financial Officer of RSA Security Inc. from May 2006 until RSA was acquired by EMC Corporation in October 2006. From July 2003 until May 2006, he served as Chief Financial Officer of Aspen Technology, Inc. Mr. Kane currently serves on the boards of directors of Progress Software Corporation (PRGS), a software company that specializes in the integration of business applications and Symbotic Inc. (SYM), an automation technology company. Mr. Kane previously served on the boards of directors of RealPage, Inc. (RP), Carbonite, Inc. (CARB), Demandware, Inc. (DWRE), Borland Software Inc. (BORL) and Netezza Corporation (NZ). Mr. Kane holds a B.B.A. in accounting from the University of Notre Dame and an M.B.A. in international finance from Babson College. We believe Mr. Kane is qualified to serve on our Board because of his background in finance and accounting and experience as an executive and a public company director.
Alex Shootman
has served as our Chief Executive Officer, President and as a director on our Board since November 2021. Mr. Shootman brings to Alkami more than 20 years of executive leadership experience growing and scaling enterprise software companies across multiple industries. Most recently, he served as President and Chief Executive Officer of Workfront, a cloud-based enterprise work management software company, from July 2016 until its acquisition by Adobe Inc. in December 2020, after which he continued to lead the Workfront team as Vice President and General Manager of Workfront within Adobe until July 2021. Prior to joining Workfront, from September 2013 to June 2016, he served as President, Worldwide Field Operations at Apptio, Inc., a provider of cloud-based technology business management software. He also served as President of Eloqua Corp., an enterprise SaaS company acquired by Oracle Corporation, from March 2009 to September 2013. Mr. Shootman has also held executive leadership positions at IBM Corporation, BMC Software, Vignette Corporation and TeleTech Holdings. We believe Mr. Shootman is qualified to serve on our Board because of his knowledge and executive experience, including as a result of his service as our President and Chief Executive Officer.
Brian R. Smith
has served on our Board since September 2011. Mr. Smith is the founder of S3 Ventures, a venture capital firm, and has served as its Managing Director since 2005. Previously, he founded and served as Chairman and Chief Executive Officer of Crossroads Systems, Inc. Mr. Smith currently serves on the boards of Liquibase, Inc., an enterprise software provider, SpectraWave, a medical device company, Alleviant Medical, a medical device company, Endovascular Engineering, a medical device company, and VUV Analytics, Inc., a spectroscopy provider. Mr. Smith earned a B.S. in electrical engineering with honors from the University of Cincinnati and an M.S. in electrical engineering from Purdue University. We believe Mr. Smith is qualified to serve on our Board because of his experience as an investor and as an executive and board director.
CLASS III DIRECTORS
CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS
Steven Mitchell
has served on our Board since October 2014. Mr. Mitchell has served as the Chief Executive Officer of Argonaut Private Capital L.P., a private equity firm, since July 2016, prior to which he was the Managing Director of Argonaut Private Equity, LLC, since November 2004. Prior to joining Argonaut, Mr. Mitchell was a principal in both Radical Incubation and 2929 Entertainment. Mr. Mitchell serves on the boards of Aspen Aerogels, Inc. (ASPN), an energy technology company, and StepStone Group, Inc. (STEP), an investment firm. From 1996 to 1999, Mr. Mitchell was a corporate attorney at Gibson, Dunn & Crutcher LLP. Mr. Mitchell holds a B.B.A. in marketing from Baylor University and a J.D. from University of San Diego School of Law. We believe that Mr. Mitchell is qualified to serve on our Board because of his experience as an investment manager and a board director.
Barbara Yastine
has served on our Board since October 2020. Ms. Yastine served as Co-Chief Executive Officer of Lebenthal Holdings LLC (“Lebenthal”), a private asset management firm, from September 2015 to June 2016. She previously served as Chair, President and Chief Executive Officer of Ally Bank from March 2012 to June 2015 and as Chair of Ally Bank and Chief Administrative Officer of Ally Financial from May 2010 to March 2012. Prior to joining Ally Financial, she served as a Principal of Southgate Alternative Investments beginning in June 2007. She served as Chief Financial Officer for investment bank Credit Suisse First Boston from October 2002 to August 2004. From 1987 through 2002, Ms. Yastine worked at Citigroup and its predecessor companies. Ms. Yastine also serves on the board of directors of AXIS Capital Holdings Limited (AXS), an insurance holding company, Zions Bancorporation, N.A. (ZION), a bank holding company, and Primerica, Inc. (PRI), an insurance and financial services sales company. She served on the board of directors of First Data Corporation (FDC) from September 2016 to July 2019. She received a B.A. in journalism and an M.B.A. from New York University. We believe Ms. Yastine is qualified to serve on our Board because of her experience as an executive and board director in the financial services and investment industries.
Involvement in Certain Legal Proceedings
Barbara Yastine, one of our directors, was the Co-Chief Executive Officer and a director of Lebenthal for approximately nine months from September 2015 to June 2016. In November 2017, approximately 17 months after Ms. Yastine left that position, Lebenthal and certain of its subsidiaries filed voluntary petitions for bankruptcy under Chapter 7 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York.
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
DIRECTOR INDEPENDENCE
Under the rules of The Nasdaq Stock Market LLC (“Nasdaq”), independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.
Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that, with the exception of Mr. Shootman, each member of our Board is an “independent director” as defined under the rules of Nasdaq. The Board also determined that our director nominee, Mr. Payne, qualifies as an “independent director” under the rules of Nasdaq. Mr. Shootman is not considered independent by virtue of his current position as our President and Chief Executive Officer. In making this determination, our Board reviewed and discussed information provided by the directors and by us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Person Transactions.”
LEADERSHIP STRUCTURE OF THE BOARD
Our Amended and Restated Bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairperson of the Board and Chief Executive Officer and to implement a lead director in accordance with its determination regarding which structure would be in the best interests of our Company. Currently, the roles of Chairperson of the Board and Chief Executive Officer are separated. Our Board has appointed Brian R. Smith to serve as Chairperson of the Board, which we believe provides strong independent leadership on our Board while allowing our Chief Executive Officer to focus more on his executive role.
Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Our stockholders would be notified of a combination of the Chairperson and Chief Executive Officer role promptly upon the Board’s decision to do so.
COMMUNICATIONS FROM STOCKHOLDERS
Any stockholder or other interested party who wishes to communicate with our Board or any individual director may send written communications to our Board or such director c/o Corporate Secretary, Alkami Technology, Inc., 5601 Granite Parkway, Suite 120, Plano, TX 75024, or via email to legal@alkami.com. The communication must include the stockholder’s name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such communications to the appropriate director or directors, or committee of our Board, based on the subject matter.
ROLE OF BOARD IN RISK OVERSIGHT PROCESS
Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks we face. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents analysis of our short- and long-term risk exposures and the steps taken by management to mitigate or eliminate such risks, including our internal control environment.
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Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. While our Board is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial and enterprise risk exposures and the steps our management has taken to monitor and control these exposures, including reviews undertaken by our internal audit function. The Audit Committee also approves or disapproves of any related person transactions. The Nominating and Corporate Governance Committee of our Board (the “Nominating and Corporate Governance Committee”) monitors the effectiveness of our Corporate Governance Guidelines. The Compensation Committee of our Board (the “Compensation Committee”) assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. The Information Systems Audit Committee of our Board (the “Information Systems Audit Committee”) meets quarterly with our Chief Information Security Officer (“CISO”) and our Chief Compliance Officer (“CCO”) (each of whom report to our Chief Legal Officer) and monitors, among other things, our information technology and data privacy security risks and our annual technology risk assessment.
Although our CISO resigned in January of 2025, we have elevated an internal candidate to the role of interim CISO while we search for a replacement. As designed, our CISO and CCO are members of the management team and are primarily responsible for assessing and managing our material risks from cybersecurity threats, as well as our overall cybersecurity risk management program. As designed, our CISO is responsible for supervising both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our interim CISO’s experience includes over 20 years of helping to build global cybersecurity programs in various industries. Our CCO, who is responsible for our technology risk management program, has over 25 years of experience building and leading risk management and compliance programs in large institutions across multiple geographies.
MEETINGS OF THE BOARD OF DIRECTORS
The Board met five times during 2024. Each director attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served, held during the portion of 2024 for which he or she was a director or committee member. As required under applicable Nasdaq Listing Rules, in 2024, the Company’s independent directors met regularly in executive sessions at which only independent directors were present. The Company does not have a formal policy requiring the members of our Board to attend its annual meetings of stockholders, although directors are encouraged to attend annual meetings. Six of our Board members attended the 2024 annual meeting of stockholders.
INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS
The Board has four standing committees: an Audit Committee, a Compensation Committee, an Information Systems Audit Committee and a Nominating and Corporate Governance Committee. Our Board has adopted charters for each of its committees, which can be found in the “Corporate Governance” section of our corporate website at https://investors.alkami.com/documents-and-charters. The Board may also establish other committees as it deems necessary or appropriate from time to time. Members serve on these committees until their resignation or until otherwise determined by our Board.
The composition and functions of each committee are described below.
Audit Committee
The Audit Committee oversees our accounting and financial reporting process. Among other matters, the Audit Committee:
•
appoints our independent registered public accounting firm;
•
evaluates the independent registered public accounting firm’s qualifications, independence and performance;
•
determines the engagement of the independent registered public accounting firm;
•
reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services;
•
reviews and approves all related party transactions on an ongoing basis;
•
establishes procedures for the receipt, retention and treatment of any complaints received by the Company regarding
accounting, internal accounting controls or auditing matters;
•
discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;
•
approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
•
discusses on a periodic basis, and as appropriate, with management, the Company’s policies and procedures with respect to risk assessment and risk management;
•
reviews our financial statements and our Management’s Discussion and Analysis of Financial Condition and Results of Operations to be included in our annual and quarterly reports to be filed with the SEC;
•
reviews and discusses earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;
•
investigates any reports received through the ethics helpline and reports to the Board periodically with respect to any information received through the ethics helpline and any related investigations; and
•
reviews the Audit Committee charter and the Audit Committee’s performance on an annual basis.
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Our Audit Committee consists of Mr. Kane, Mr. Nelson and Ms. Yastine. Our Board has determined that all members are independent under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The chair of our Audit Committee is Mr. Kane. Our Board has determined that each of Mr. Kane, Mr. Nelson and Ms. Yastine is an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. Our Board has also determined that each member of our Audit Committee can read and understand fundamental consolidated financial statements, in accordance with applicable requirements.
The Audit Committee met four times in 2024.
Report of the Audit Committee of the Board of Directors
The Audit Committee oversees our independent registered public accounting firm and assists our Board in fulfilling its oversight responsibilities on matters relating to the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements, including the effectiveness of our internal control systems.
In fulfilling its oversight responsibilities, the Audit Committee:
•
reviewed and discussed our financial statements as of and for the fiscal year ended December 31, 2024 with management and Ernst & Young LLP;
•
discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;
•
received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence; and
•
discussed the independence of Ernst & Young LLP with that firm.
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to our Board, and our Board approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. The Audit Committee also appointed Ernst & Young LLP as our independent registered public accounting firm for fiscal year ending December 31, 2025.
Submitted by the Audit Committee:
Charles Kane, Chair
Gary Nelson and
Barbara Yastine
Compensation Committee
The Compensation Committee oversees policies relating to the compensation and benefits of our officers and employees. The Compensation Committee has engaged an independent third party, FW Cook, to provide recommendations regarding the structure, amounts and forms of director and executive compensation. Although the Compensation Committee has the authority to delegate its responsibilities to a subcommittee, it has not done so. The Compensation Committee reviews and approves or recommends corporate goals and objectives relevant to compensation of our executive officers (other than our Chief Executive Officer), evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The Compensation Committee also reviews and approves or makes recommendations to our Board regarding the issuance of incentive compensation and equity-based plans and arrangements to our executive officers (other than our Chief Executive Officer). Although the Compensation Committee has the authority to delegate certain of these responsibilities to one or more officers of the Company, it has not done so. The Compensation Committee reviews the performance of our Chief Executive Officer and makes recommendations to our Board with respect to his compensation, and our Board retains the authority to make compensation decisions relative to our Chief Executive Officer. The Compensation Committee also oversees the administration of the Company’s Policy for Recovery of Erroneously Awarded Compensation; reviews and makes recommendations to the Board regarding director compensation; reviews and approves employment agreements and severance agreements for executive officers of the Company; periodically works with the Chief Executive Officer to evaluate the Company’s succession plans for the Chief Executive Officer and other executive officers; and reviews and evaluates, on an annual basis, the Compensation Committee charter and the Compensation Committee’s performance. Our Compensation Committee consists of Mr. Nelson, Mr. Osnoss and Mr. Smith. Our Board has determined that all members are independent under the Nasdaq Listing Rules. The chair of our Compensation Committee is Mr. Osnoss.
The Compensation Committee met four times in 2024. Our Chief Executive Officer does not participate in the determination of his own compensation or the compensation of directors. However, our Chief Executive Officer makes recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees,
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and he participates in the Compensation Committee’s deliberations about their compensation. No other executive officers participate in the determination of the amount or form of the compensation of executive officers or directors.
Compensation Committee Interlocks and Insider Participation
During 2024, Mr. Nelson, Mr. Osnoss and Mr. Smith served on the Compensation Committee. None of the members of the Compensation Committee who served during all or a portion of 2024 is currently, or has been at any time, one of our officers or employees or had any relationship that is required to be disclosed as a transaction with a related person, other than Gary Nelson, who served as Alkami’s Manager from 2009 to 2011 and Chief Executive Officer from 2011 to 2013. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or on our Compensation Committee.
Information Systems Audit Committee
The Information Systems Audit Committee oversees information technology and data privacy security risks, reviews our cyber resilience program, reviews our business continuity planning and practices and disaster preparedness, advises the Board on operations-related compliance practices and associated compliance monitoring and testing programs, meets periodically with management and our Chief Information Security Officer and our Chief Compliance Officer to assess the operations-related compliance policies and procedures, conducts investigations into operations-related compliance matters as necessary and oversees our responses to and compliance with operations-related regulatory requirements, requests and orders. The Information Systems Audit Committee reviews and evaluates, on an annual basis, the Information Systems Audit Committee charter and the Information Systems Audit Committee’s performance. Our Information Systems Audit Committee consists of Ms. Alvarez, Mr. Clark, and Mr. Nelson. The chair of our Information Systems Audit Committee is Mr. Clark.
The Information Systems Audit Committee met four times in 2024.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board and its committees. The Nominating and Corporate Governance Committee has historically engaged a third party to assist in identifying potential Board candidates. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and making recommendations to our Board concerning governance matters. The Nominating and Corporate Governance Committee reviews and evaluates, on an annual basis, the Nominating and Corporate Governance Committee charter and the Nominating and Corporate Governance Committee’s performance. Our Nominating and Corporate Governance Committee consists of Mr. Mitchell, Mr. Osnoss and Mr. Smith. Our Board has determined that all members are independent under the Nasdaq Listing Rules. The chair of our Nominating and Corporate Governance Committee is Mr. Smith.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Doug Linebarger, Corporate Secretary, Alkami Technology, Inc., 5601 Granite Pkwy #120, Plano, TX 75024. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
The Nominating and Corporate Governance Committee met four times in 2024.
Board Composition
Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. The Nominating and Corporate Governance Committee, in recommending director candidates for election to the Board, and the Board, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. In evaluating director candidates, the Nominating and Corporate Governance Committee and the Board may also consider the following criteria as well as any other factor that they deem to be relevant:
•
The candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company;
•
The candidate’s experience as a board member of other companies, including service of the board of directors of another publicly held company;
•
The candidate’s professional and academic experience relevant to the Company’s industry;
•
The strength of the candidate’s leadership skills;
•
The candidate’s experience in finance and accounting and/or executive compensation practices;
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•
Whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; and
•
The diversity of viewpoints, background, experience and other characteristics that a candidate would bring.
Our Board will evaluate each individual in the context of the Board as a whole, with the objective of ensuring that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of our business and structure.
CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a written code of business conduct and ethics (the “Code”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions, and agents and representatives. The full text of our Code is posted on our website at https://investors.alkami.com/documents-and-charters. Any waiver of our Code for our directors or executive officers may be made only by the Board. Waivers of our Code for other employees or consultants may be made only by the Company’s Chief Legal Officer and will be reported to the Company’s Audit Committee. We will disclose any future amendments to certain provisions of our Code, or waivers of such provisions applicable to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and agents and representatives, on our website identified above.
INSIDER TRADING COMPLIANCE POLICY
We have adopted an insider trading compliance policy that governs the purchase, sale, and other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards of the Nasdaq Global Select Market. A copy of our Insider Trading Compliance Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and has further directed that management submit the appointment of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young has served as the Company’s auditor since 2017. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Although not required by law or our governing documents, the Audit Committee is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Ernst & Young LLP or another firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year, if they determine that such a change would be in the best interests of the Company and its stockholders.
The affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required to ratify the appointment of Ernst & Young LLP.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2024 and 2023 by Ernst & Young LLP, the Company’s independent registered public accounting firm.
|
Fiscal Year
Ended December 31,
|
|||||||||||
|
2024
|
2023 | ||||||||||
|
Audit Fees
(1)
|
$ | 2,459,768 | $ | 1,596,608 | |||||||
|
Audit-Related Fees
|
— | — | |||||||||
|
Tax Fees
(2)
|
— | — | |||||||||
|
All Other Fees
(3)
|
7,200 | 8,150 | |||||||||
|
Total Fees
|
$ | 2,466,968 | $ | 1,604,758 | |||||||
(1)
Audit Fees consisted of fees for audit services, primarily related to the audit of our annual consolidated financial statements and internal control over financial reporting; the review of our quarterly consolidated financial statements; comfort letters and consents, and assistance with and review of other documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the PCAOB.
(2)
Tax fees comprised fees for a variety of permissible services relating to tax compliance and tax advice.
(3)
All other fees were paid for transaction-related advisory services and an online technical accounting research tool.
All fees described above were pre-approved by the Audit Committee in accordance with the pre-approval policies and procedures set forth below.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, Ernst & Young LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
The Audit Committee has determined that the rendering of services other than audit services by Ernst & Young LLP is compatible with maintaining the registered public accounting firm’s independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our Common Stock as of March 17, 2025 by:
(i)
each of our directors, nominees and NEOs;
(ii)
all executive officers and directors of the Company as a group; and
(iii)
all those known by the Company to be beneficial owners of more than five percent of our Common Stock.
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within 60 days of March 17, 2025. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown that they beneficially own, subject to community property laws where applicable. Common Stock subject to options currently exercisable or exercisable within 60 days of March 17, 2025 is deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but is not deemed outstanding for computing the percentage of any other person.
Our calculation of the percentage of beneficial ownership is based on 103,000,820 shares of our Common Stock outstanding at March 17, 2025. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Alkami Technology, Inc., 5601 Granite Parkway, Suite #120, Plano, TX 75024.
| Beneficial Ownership | |||||||||||||||||
|
Name of Beneficial Owner
|
Number of Shares | Percentage | |||||||||||||||
| Greater than 5% Stockholders: | |||||||||||||||||
| S3 Ventures Fund III, L.P. | 14,218,240 | (1) | 13.8% | ||||||||||||||
| General Atlantic | 9,680,049 | (2) | 9.4% | ||||||||||||||
| Named Executive Officers, Directors and Nominees: | |||||||||||||||||
| Alex Shootman | 500,390 | (3) | * | ||||||||||||||
| W. Bryan Hill | 96,182 | (4) | * | ||||||||||||||
| Douglas Linebarger | 63,193 | (5) | * | ||||||||||||||
| Brian R. Smith | 14,759,961 | (1) (6) | 14.3% | ||||||||||||||
| Todd Clark | 42,202 | (7) | * | ||||||||||||||
| Charles Kane | 74,864 | (8) | * | ||||||||||||||
| Steven Mitchell | 2,598,629 | (9) | 2.5% | ||||||||||||||
| Gary Nelson | 370,944 | (10) | * | ||||||||||||||
| Raphael Osnoss | 34,731 | (2) (11) | * | ||||||||||||||
| Barbara Yastine | 73,531 | (12) | * | ||||||||||||||
| Maria Alvarez | 41,192 | (13) | * | ||||||||||||||
|
Joseph Payne
|
— | (14) | * | ||||||||||||||
| Stephen Bohanon | 647,437 | (15) | * | ||||||||||||||
| All directors, nominees and executive officers as a group (12 persons) | 18,655,819 | 18.1% | |||||||||||||||
•
Represents less than one percent.
(1)
Based solely on the Schedule 13G/A filed by S3 Ventures Fund III, L.P. and affiliates ("S3 Fund III") on February 6, 2025, S3 Fund III and Brian R. Smith may be deemed to have shared voting and shared dispositive power over 14,218,240 shares of Common Stock. Mr. Smith is the managing director of S3 Ventures III, L.L.C., which is the General Partner of S3 Ventures GPLP III, L.P., which is the general partner of S3 Fund III. Mr. Smith also has sole voting and dispositive power over an additional 541,721 shares of Common Stock. The address of the principal business office of each of S3 Fund III and Mr. Smith is 6300 Bridgepoint Pkwy, Building 1, Suite 405, Austin, TX, 78730.
(2)
Based on the Schedule 13G/A filed by General Atlantic, L.P. ("GA L.P.") on February 10, 2025, GA L.P. may be deemed to have shared voting and shared dispositive power over 9,673,196 shares of Common Stock. The total amount listed in the table also includes 6,853 restricted stock units vesting within 60 days held by Raphael Osnoss, a member of our board of directors, who is an employee of General Atlantic Service Company, L.P. (“GASC”), solely for the benefit of GASC. The address of GA L.P. is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY, 10055.
(3)
Reflects 500,390 shares of Common Stock held as of March 17, 2025.
(4)
Reflects 88,832 shares of Common Stock held as of March 17, 2025 and 7,350 stock options that are currently exercisable.
(5)
Reflects 58,968 shares of Common Stock held as of March 17, 2025 and 4,225 stock options that are currently exercisable.
(6)
Reflects 494,710 shares of Common Stock held as of March 17, 2025, 40,158 shares issuable pursuant to deferred stock units that are vested or potentially issuable, 6,853 restricted stock units vesting within 60 days, and 14,218,240 shares with S3 Ventures Fund III, L.P.
18
(7)
Reflects 605 shares of Common Stock held as of March 17, 2025, 34,744 shares issuable pursuant to deferred stock units that are vested or potentially issuable and 6,853 restricted stock units vesting within 60 days.
(8)
Reflects 29,211 shares issuable pursuant to deferred stock units that are vested or potentially issuable, 38,800 shares issuable pursuant to stock options that are currently exercisable and 6,853 restricted stock units vesting within 60 days.
(9)
Reflects 2,521,611 shares held by ARG Private Equity II, LLC (“APE II”). Mr. Mitchell, a member of the Company’s board of directors, serves as an adviser to APE II and may be deemed to have beneficial ownership of the shares held by APE II. The business address for APE II is 6733 South Yale Avenue, Tulsa, Oklahoma, 74136. Also reflects 35,759 shares of Common Stock held as of March 17, 2025, 34,406 shares issuable pursuant to deferred stock units that are vested or potentially issuable and 6,853 restricted stock units vesting within 60 days.
(10)
Reflects 364,091 shares of Common Stock held as of March 17, 2025 and 6,853 restricted stock units vesting within 60 days.
(11)
Reflects 27,878 shares issuable pursuant to deferred stock units that are vested or potentially issuable and 6,853 restricted stock units vesting within 60 days.
(12)
Reflects 66,678 shares of Common Stock held as of March 17, 2025 and 6,853 restricted stock units vesting within 60 days.
(13)
Reflects 34,339 shares issuable pursuant to deferred stock units that are vested or potentially issuable and 6,853 restricted stock units vesting within 60 days.
(14)
Board of Director Nominee.
(15)
Reflects 640,087 shares of Common Stock held as of March 17, 2025 and 7,350 stock options that are currently exercisable.
19
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to our executive officers as of February 28, 2025. Biographical information for each executive officer is provided below the table, other than for Mr. Shootman, whose biographical information is provided above under “Class II Directors.”
| Name |
Age
|
Position(s)
|
||||||||||||
|
Alex Shootman
|
59 |
Chief Executive Officer
|
||||||||||||
| W. Bryan Hill | 58 | Chief Financial Officer | ||||||||||||
| Douglas A. Linebarger | 54 | Chief Legal Officer | ||||||||||||
W. Bryan Hill
has served as our Chief Financial Officer and Treasurer since April 2019. Prior to joining Alkami, from 2007 to 2019, Mr. Hill served in several accounting and finance roles at RealPage, Inc., a property management software company, with the most recent being Executive Vice President, Chief Financial Officer and Treasurer from May 2014 to February 2019. Mr. Hill previously served as Senior Vice President and Chief Accounting Officer of formerly publicly traded DynCorp International, Inc. (acquired by Cerberus Capital Management in 2010), a provider of outsourced services to civilian and military government agencies, from 2005 to 2007. From 2000 to 2005, Mr. Hill held the position of Vice President and Chief Accounting Officer and various other financial management positions at SourceCorp, Incorporated, a document and information outsourcing solution provider. Mr. Hill received his B.B.A. from Texas Christian University and has been a Certified Public Accountant in the state of Texas since 1996.
Douglas A. Linebarger
has served as our Chief Legal Officer and Secretary since March 2018 and previously served as our Vice President, General Counsel and Secretary from April 2015 to March 2018. Prior to joining Alkami, from 2013 until 2015, Mr. Linebarger served as General Counsel and Secretary at One Network Enterprises, a global supply chain software company. From January 2007 until its acquisition by Dell Technologies Inc. in January 2013, Mr. Linebarger served as General Counsel and Secretary of Credant Technologies, a leading provider of data protection software solutions. Earlier in his career, Mr. Linebarger was an associate in the Corporate and Securities Section of the law firm Jenkens & Gilchrist, P.C. Mr. Linebarger holds a B.B.A. in Business from Baylor University and a J.D. from Baylor University School of Law.
20
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires the Company’s directors, officers and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities of the Company.
Based solely on our review of such reports submitted on EDGAR and written representations from the Company’s directors and officers, the Company believes that, for the fiscal year ended December 31, 2024, the Section 16(a) filing requirements were complied with by all persons subject to Section 16(a) of the Exchange Act, with the exception of (1) a late Form 4 for Stephen Bohanon due to an administrative error (filed on April 15, 2024) related to the exercise of stock options that occurred on April 9, 2024; (2) a late Form 4 for Brian R. Smith due to an administrative error (filed on January 7, 2025) related to his charitable donation on December 26, 2024; and (3) a late Form 4 for George B. Kaiser due to an administrative error (filed on December 3, 2024) related to his sale of shares of Common Stock on November 8, 2024 in a registered, underwritten secondary offering of Common Stock.
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (CD&A) discusses our compensation policies and determinations that apply to our named executive officers. When we refer to our NEOs, we are referring to the following individuals whose 2024 compensation is set forth below in the Summary Compensation Table and subsequent compensation tables.
| Name | Position | ||||
|
Alex Shootman
|
Chief Executive Officer | ||||
| W. Bryan Hill | Chief Financial Officer | ||||
|
Stephen Bohanon
1
|
Chief Strategy Officer | ||||
| Douglas A. Linebarger | Chief Legal Officer | ||||
1
Mr. Bohanon ceased serving as an executive officer on December 5, 2024, but remains our Chief Strategy Officer.
While the discussion in the CD&A is focused on our NEOs, many of our executive compensation programs apply broadly across our executive ranks.
EXECUTIVE SUMMARY
2024 Business Highlights
•
GAAP total revenue of $333.8 million, an increase of 26.1% year-over-year
•
GAAP net loss of $40.8 million, down from $62.9 million in 2023
•
Ended the year with 20.0 million digital users, an increase of 2.5 million users year-over-year
•
Adjusted EBITDA
1
of $26.9 million, up from $(1.6) million in 2023
•
Generated cash flow from operating activities of $18.6 million, up from $(17.5) million in 2023
(1)
Adjusted EBITDA is a non-GAAP financial measure. For information on Adjusted EBITDA, a reconciliation to net loss, the most directly comparable GAAP financial measure, as calculated by Alkami Technology, Inc., please see Part II, Item 7: "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025.
KEY 2024 COMPENSATION ACTIONS
Our goal is to retain and attract experienced and talented executive officers and to motivate them to achieve our short-term and long-term financial, operational and strategic objectives that we believe produce and promote stockholder value. To achieve this goal, we strive to strongly emphasize a culture of pay for performance in order to provide incentives and accountability for our executive officers in working toward the achievement of our objectives.
The primary elements of our total direct compensation program for the NEOs and a summary of the actions taken by the Compensation Committee during 2024 are set forth below.
21
| Compensation Component | Link to Business and Talent Strategies | 2024 Compensation Actions | ||||||
| Base Salary | • Competitive base salaries help attract and retain executive talent. | • Merit-based increases for 2024 were established at 4% | ||||||
| Annual Cash Incentive Compensation | • Focus executives on achieving annual financial results that are key indicators of financial and operational performance. | • Annual cash incentive awards were earned above target at an average of 125.1% due to company performance | ||||||
| Long-Term Equity Incentive Compensation | • Restricted stock units provide focus on stock price performance and align our NEOs’ interests with the interests of our stockholders while vesting serves our talent retention objectives. |
• 2024 annual equity-based awards consisted of restricted stock units (RSUs).
• RSUs generally vest over four years, in equal quarterly installments. |
||||||
EXECUTIVE COMPENSATION PRACTICES
The Compensation Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation philosophies and objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:
|
☑
Pay for the performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation
|
☒
We do not provide tax gross-ups
|
||||
|
☑
Pre-established annual bonus plan performance goals that are aligned with creation of stockholder value
|
☒
We do not allow hedging or short sales of our securities
|
||||
|
☑
Review executive compensation practices of relevant peer group
|
☒
We do not allow pledging of our securities
|
||||
|
☑
Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company
|
|||||
|
☑
Double-trigger vesting acceleration for equity awards in the event of a change in control
|
|||||
|
☑
Clawback policy
|
|||||
|
☑
Annual say-on-pay vote
|
|||||
HOW WE DETERMINE EXECUTIVE COMPENSATION
Our Executive Compensation Philosophy and Objectives
The Compensation Committee believes that our executive compensation program should reward actions and behaviors that drive stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses heavily on variable, performance-based incentives that create a balanced focus on our short-term and long-term financial, operational and strategic goals. To that end, the Compensation Committee’s goal is to implement an executive compensation program that is built upon the following objectives:
•
Provide competitive target total direct compensation, while emphasizing a pay-for-performance culture;
•
Align executives with long-term stockholder interests through equity compensation;
•
Link realized compensation to financial metrics affecting long-term returns;
•
Balance short-term financial results with long-term strategic objectives;
•
Allow flexibility for recognizing significant individual achievements;
•
Ensure strong governance, regulatory compliance, and risk management practices; and
•
Promote internal pay equity.
22
Oversight Responsibilities for Executive Compensation
The table below summarizes the key oversight responsibilities for executive compensation.
|
|
|
|||||||||||||||||||
|
Compensation Committee
|
•
Establishes executive compensation philosophy
|
|||||||||||||||||||
|
•
Approves incentive compensation programs and target performance expectations for annual cash incentives under the Senior Executive Bonus Plan (SEBP) and long-term incentive (LTI) awards
|
||||||||||||||||||||
|
|
•
Approves all compensation actions for the NEOs, other than our CEO, including base salary, target and actual SEBP awards, LTI grants
|
|||||||||||||||||||
|
All Independent Board Members
|
•
Assess performance of the CEO
•
Approves all compensation actions for our CEO, including base salary, target and actual SEBP awards and LTI grants
|
|||||||||||||||||||
|
Independent Committee
Consultant — FW Cook
|
•
Provides independent advice, research and analytical services on a variety of subjects to the Compensation Committee, including compensation of executive officers, nonemployee director compensation and executive compensation trends
|
|||||||||||||||||||
|
|
•
Participates in Compensation Committee meetings as requested and communicates with the Chair of the Compensation Committee between meetings
|
|||||||||||||||||||
|
|
•
Reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise its independence or objectivity
|
|||||||||||||||||||
|
CEO and Management
|
•
Management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the CEO, and provides these recommendations to the Compensation Committee, which makes the final decisions, with advice from FW Cook, as appropriate
•
Responsible for the administration of the compensation programs once Compensation Committee decisions are finalized
|
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|
•
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•
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•
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•
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•
Health Catalyst
|
•
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||||||
Based on data compiled by FW Cook at the time of the peer group review, our revenues (trailing four quarters), market capitalization as of June 30, 2024, and operating income were at the 34th, 81st and 26th percentiles, respectively, in relation to the peer group.
As an additional reference, our Compensation Committee also uses data from the Radford Global Technology executive compensation survey (Radford Survey) to evaluate the competitive market when formulating its recommendation for, or approving, the total direct compensation packages for our executive officers. The Radford Survey provides compensation market intelligence and is widely used within the technology industry. The Compensation Committee does not review the specific companies included in the
23
Radford Survey and the data presented to the Compensation Committee is general and not specific to any particular subset of companies.
2024 NAMED EXECUTIVE OFFICER COMPENSATION
Base Salary
Base salaries are a fixed amount paid to each executive for performing his or her normal duties and responsibilities. We determine the amount based on the executive’s overall performance, level of responsibility, pay grade, competitive compensation practices data, and comparison to other company executives. Our NEOs received the following annual salary increases in fiscal year 2024:
| 2023 Base Salary | Increase % | 2024 Base Salary | ||||||||||||||||||
|
| ||||||||||||||||||||