DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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

BANDWIDTH INC.

(Name of Registrant as Specified In Its Charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

BANDWIDTH INC.

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

May 23, 2024

LOGO

BANDWIDTH INC.

2230 Bandmate Way

Raleigh, North Carolina 27607

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:30 a.m. Eastern Time on Thursday, May 23, 2024

Dear Stockholders of Bandwidth Inc.:

We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Bandwidth Inc., a Delaware corporation (the “Company”), which will be a virtual meeting and will be held on Thursday, May 23, 2024 at 9:30 a.m. Eastern Time, for the following purposes, as more fully described in the accompanying proxy statement:

To elect two Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024;

To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement; and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

You will be able to attend, vote and submit your questions during the Annual Meeting by registering at www.proxydocs.com/BAND before 9:30 a.m. Eastern Time on May 22, 2024. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

Our board of directors has fixed the close of business on March 27, 2024 as the record date for the Annual Meeting. Only stockholders of record on March 27, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about April 9, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”). The proxy statement and the Annual Report can be accessed directly at the following Internet address: www.proxydocs.com/BAND.

YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet or mail as soon as possible to ensure that your shares are represented, regardless of whether you plan to attend the Annual Meeting. For additional instructions on voting by the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

We sincerely appreciate your continued support.

By order of the Board of Directors,

LOGO

David A. Morken

Co-Founder, Chief Executive Officer and Chairman of the Board

April 9, 2024

Table of Contents


PROCEDURAL MATTERS		1

How do I attend the Annual Meeting?		1

Who can vote at the Annual Meeting?		1

What matters am I voting on?		2

How does the board of directors recommend I vote on these proposals?		2

How many votes are needed to approve each proposal?		3

What is a quorum?		3

How do I vote?		3

How many votes do I have?		4

What happens if I do not vote?		4

What if I return a proxy card or otherwise vote but do not make specific choices?		4

Can I change my vote or revoke my proxy?		4

What is the effect of giving a proxy?		5

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?		5

How are proxies solicited for the Annual Meeting?		5

Where can I find the voting results of the Annual Meeting?		5

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?		6

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?		6

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		8

Nominees for Director		8

Directors Continuing in Office Until the 2025 Annual Meeting		9

Directors Continuing in Office Until the 2026 Annual Meeting		9

Director Independence		9

Board Leadership Structure		10

Board Meetings and Committees		10

Identifying and Evaluating Director Nominees		13

Minimum Qualifications		13

Board Evaluation		13

Board Diversity		14

Stockholder Recommendations and Nominations to the Board of Directors		14

Stockholder and Other Interested Party Communications		14

Environmental, Social and Governance Matters		15

Compensation Committee Interlocks and Insider Participation		17

PROPOSAL NO. 1—ELECTION OF DIRECTORS		18

Nominees		18

Vote Required		18


PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		19

Fees Paid to the Independent Registered Public Accounting Firm		19

Auditor Independence		19

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm		20

Vote Required		20

REPORT OF THE AUDIT COMMITTEE		21

PROPOSAL NO. 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION		22

Vote Required		22

EXECUTIVE OFFICERS		23

EXECUTIVE COMPENSATION		24

Compensation Discussion and Analysis		24

Overview		24

Executive Summary		24

Summary of 2023 Performance		24

2023 Executive Compensation Highlights		25

Objectives, Philosophy and Elements of Executive Compensation		26

How We Determine Executive Compensation		28

Factors Used in Determining Executive Compensation		30

2023 Executive Compensation Program		30

Employment Agreements with Named Executive Officers		33

Equity Benefit Plans		37

Other Features of Our Executive Compensation Program		37

Tax and Accounting Implications		38

Clawback Matters and Insider Trading Policy		38

Analysis of Risks Presented by Our Compensation Policies and Programs		38

COMPENSATION COMMITTEE REPORT		39

EXECUTIVE COMPENSATION INFORMATION		40

Summary Compensation Table		40

2023 Grants of Plan-Based Awards		41

Outstanding Equity Awards at 2023 Fiscal Year-End		42

Option Exercises and Stock Vested in 2023		44

2023 Pension Benefits		44

2023 Nonqualified Deferred Compensation		44

Potential Payments upon Termination or Change in Control		45

2023 CEO Pay Ratio		46

PAY VERSUS PERFORMANCE		47

2023 Pay Versus Performance Table		47

Narrative Disclosure to Pay Versus Performance Table		49


DIRECTOR COMPENSATION		52

Non-Employee Director Compensation Program		52

2023 Director Compensation		53

EQUITY COMPENSATION PLAN INFORMATION		54

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		55

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		57

Transactions with Relay		57

Other Transactions		58

Policies and Procedures for Related Party Transactions		58

OTHER MATTERS		59

Delinquent Section 16(a) Reports		59

2023 Annual Report and SEC Filings		59

iii

BANDWIDTH INC.

PROXY STATEMENT

FOR

2024 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2024 annual meeting of stockholders of Bandwidth Inc., a Delaware corporation (the “Company”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held virtually on Thursday, May 23, 2024, at 9:30 a.m. Eastern Time. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by registering in advance at www.proxydocs.com/BAND before 9:30 a.m. Eastern Time on May 22, 2024 and entering your control number located on your proxy card or Notice (as defined below). Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 9, 2024 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

How do I attend the Annual Meeting?

This meeting will be a virtual meeting and will be held on Thursday, May 23, 2024 at 9:30 a.m. Eastern Time. You are entitled to participate in the Annual Meeting only if: (1) you were a stockholder of the Company as of the close of business on the Record Date (as defined below) or (2) you hold a valid legal proxy for the Annual Meeting because you are a beneficial holder and hold your shares through an intermediary, such as a bank or broker.

As a stockholder, to attend the Annual Meeting, you must register at http://www.proxydocs.com/BAND before 9:30 a.m. Eastern Time on May 22, 2024. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

Who can vote at the Annual Meeting?

Holders of either class of our common stock as of the close of business on March 27, 2024, the record date for the Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 25,020,677 shares of our Class A common stock outstanding and 1,958,027 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our “common stock.”

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and your broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of common stock live at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

What matters am I voting on?

You will be voting on:

●

The election of two Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified (“Proposal No. 1”);

●

A proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024 (“Proposal No. 2”);

●

An advisory, non-binding approval of the compensation of our named executive officers, as disclosed in this proxy statement, in accordance with the rules of the SEC (“Proposal No. 3”); and

●

Any other business as may properly come before the Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

●

“FOR” the election of Brian D. Bailey and Lukas M. Roush as Class I directors;

●

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and

●

“FOR” the advisory approval of the compensation of our named executive officers.

How many votes are needed to approve each proposal?

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.


Proposal No.	Proposal Description	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes

1	Election of directors	Directors will be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present or represented by proxy and entitled to vote on the election of directors. The nominee receiving the most “FOR” votes will be elected as directors; withheld votes will have no effect	None	None

2	Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	“FOR” votes from the holders of a majority of shares present or represented by proxy and entitled to vote on the subject matter	Against	Not applicable⁽¹⁾

3	Advisory approval of the compensation of our named executive officers	“FOR” votes from the holders of a majority of shares present or represented by proxy and entitled to vote on the subject matter	Against	None

⁽¹⁾

This proposal is considered to be a “routine” matter under NASDAQ rules. Accordingly, if you are a street name stockholder and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NASDAQ rules to vote your shares on this proposal.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our third amended and restated bylaws (our “Bylaws”) and Delaware law. The presence, virtually or represented by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

Shares Held of Record. If you hold your shares in your own name as a holder of record with our transfer agent, Equiniti, you may authorize that your shares be voted at the Annual Meeting in one of the following ways:



By Internet		If you received the Notice or a printed copy of the Proxy Materials, follow the instructions in the Notice or on the proxy card.

By Telephone		If you received a printed copy of the Proxy Materials, follow the instructions on the proxy card.

By Mail		If you received a printed copy of the Proxy Materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope.

In Person (Virtual)		You may also vote in person virtually by attending the meeting through www.proxydocs.com/BAND. To attend the Annual Meeting and vote your shares, you must register for the Annual Meeting and provide the control number located on your Notice or proxy card.

If you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee to direct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Class A common stock you owned as of March 27, 2024 and ten votes for each share of Class B common stock you owned as of March 27, 2024.

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 online or by completing a proxy card, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent direction from you.

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 the nominees for director, “For” the ratification of Ernst & Young LLP as independent auditors for our fiscal year ending December 31, 2024, and “For” the advisory approval of executive officer compensation. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using the individual’s best judgment. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Can I change my vote or revoke my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

●

Entering a new vote by Internet;

●

Completing and returning a later-dated proxy card;

●

Notifying R. Brandon Asbill, the Corporate Secretary of Bandwidth Inc., in writing, at Bandwidth Inc., 2230 Bandmate Way, Raleigh, NC 27607; or

●

Attending and voting at the Annual Meeting online (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. Our board of directors has designated David A. Morken, Daryl E. Raiford and R. Brandon Asbill as proxy holders with full power of substitution. When a stockholder’s proxy is properly dated, executed and returned, the shares represented by such proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors, as described above under “What if I return a proxy card or otherwise vote but do not make specific choices?” If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 9, 2024 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

How are proxies solicited for the Annual Meeting?

Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. If you are a street name stockholder, we will reimburse brokers, banks or other nominees for reasonable expenses that they incur in sending our proxy materials to you. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of our proxy materials, such stockholder may contact us at:

Bandwidth Inc.

Attention: Investor Relations

2230 Bandmate Way

Raleigh, NC 27607

Phone: (800) 808-5150

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2025 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 10, 2024. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Bandwidth Inc.

Attention: Investor Relations

2230 Bandmate Way

Raleigh, NC 27607

Our Bylaws also establish a notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our board of directors or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our Bylaws. To be timely for the 2025 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

●

Not earlier than the close of business on January 23, 2025; and

●

Not later than the close of business on February 22, 2025.

If we hold the 2025 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be received by the Corporate Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting, or the tenth day following the day on which public announcement of the date of such annual meeting is first made.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

Holders of our common stock may propose director candidates for consideration by the independent members of our board of directors. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to our General Counsel or legal department at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations and Nominations to the Board of Directors.”

In addition, our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Corporate Secretary:

●

Not earlier than the close of business on January 23, 2025; and

●

Not later than the close of business on February 22, 2025.

In addition to satisfying the foregoing requirements under our 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 that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 24, 2025.

Availability of Bylaws

A copy of our Bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for submitting stockholder proposals and nominating director candidates.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our board of directors. Our board of directors consists of six directors, who are divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that Messrs. Bailey, Murdock, Roush and Suriano, representing four of our six directors, are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NASDAQ Global Select Market.

The following table sets forth the names, ages as of March 31, 2024, and certain other information for the members of our board of directors with a term expiring at the Annual Meeting and for each of the continuing members of our board of directors:


	Class		Age		Position	Director Since		Current Term Expires		Expiration of Term For Which Nominated

Directors with Terms Expiring at the Annual Meeting/Nominees:

Brian D. Bailey⁽¹⁾		I		57	Director		2013		2024		2027

Lukas M. Roush⁽¹⁾⁽²⁾		I		46	Director		2018		2024		2027

Continuing Directors:

John C. Murdock⁽¹⁾		II		59	Director		2016		2025		—

Douglas A. Suriano⁽¹⁾⁽³⁾		II		62	Director		2017		2025		—

David A. Morken		III		54	Co-Founder, Chief Executive Officer, Director, and Chairman		2001		2026		—

Rebecca G. Bottorff		III		56	Chief People Officer and Director		2022		2026		—

⁽¹⁾	Member of the audit and compensation committees.

⁽²⁾	Chairman of the audit committee.

⁽³⁾	Chairman of the compensation committee.

Nominees for Director

Brian D. Bailey has served as a director since 2013. Mr. Bailey is a Co-Founder and Managing Partner of Carmichael Partners, a private investment firm based in Charlotte, North Carolina. Prior to forming Carmichael Partners, he worked in private equity at The Carlyle Group in Washington, D.C., Forstmann Little & Co. in New York and Carousel Capital in Charlotte. In addition to his private equity background, Mr. Bailey previously held investment banking positions at Bowles Hollowell Conner & Co. in Charlotte and CS First Boston in New York and served in several government positions in Washington, D.C. including Special Assistant to the President in the Office of the White House Chief of Staff and Director of Strategic Planning and Policy at the U.S. Small Business Administration. Mr. Bailey also currently serves on the board of directors of FIBA ClubCo LLC, Relay, Inc. and the TDF Foundation. He has previously served on the board of directors of a number of private, public and nonprofit organizations. Mr. Bailey holds a B.A. degree from the University of North Carolina at Chapel Hill and an M.B.A. degree from the Stanford Graduate School of Business.

Mr. Bailey was selected to serve on our board of directors due to his extensive financial acumen, his experience gained from directorships at other companies and his investment banking background.

Lukas M. Roush has served as a director since 2018. Mr. Roush co-founded Sovereign’s Capital, a private equity firm, in 2012 and currently serves as a Managing Partner. Prior to Sovereign’s Capital, Mr. Roush served as Vice President for Sales, Marketing, and Business Development at TransEnterix, a medical device company that developed and commercialized a

minimally invasive surgical system in the United States, Europe, and Asia. Prior to joining TransEnterix, Mr. Roush served as Chief Operating Officer at Liquidia Technologies, a nanotechnology company focused on biopharmaceutical applications. Mr. Roush previously served as global marketing manager for the neurovascular stroke business at Boston Scientific. Mr. Roush also currently serves on the board of directors of Crown Financial Ministries and Brotherhood Mutual Insurance Company. Mr. Roush graduated summa cum laude from Duke University, and later earned his M.B.A. from The Fuqua School of Business.

Mr. Roush was selected to serve on our board of directors due to his sales, marketing and operations leadership background at other companies, his extensive financial qualifications and his experience in private equity including directorships at other companies.

Directors Continuing in Office Until the 2025 Annual Meeting

John C. Murdock joined Bandwidth in 2008 and served as President until December 2018. Mr. Murdock previously served as Bandwidth’s General Counsel. Mr. Murdock also currently serves as a member of the board of directors of Relay, Inc., ArenaCX, Inc. and Double D, LLC (DBA Paper Water Bottle). Prior to joining Bandwidth, Mr. Murdock founded a specialized law firm with a national level complex civil litigation practice. As a Marine officer, Mr. Murdock served on active duty, including combat service in Operation Desert Shield/Storm. Mr. Murdock obtained a B.S. in Finance from Miami University of Ohio, with an NROTC scholarship and a J.D. from the University of Notre Dame Law School.

Mr. Murdock was selected to serve on our board of directors due to his experience as the Company’s former President and former General Counsel, and his general experience in the communications industry.

Douglas A. Suriano has served as a director of Bandwidth since 2017. Until 2019, Mr. Suriano was Senior Vice President and General Manager of Oracle Communications. Mr. Suriano joined Oracle Communications in 2013 as Vice President of Products following Oracle Communications’ acquisition of Tekelec, Inc. At Tekelec, Inc., Mr. Suriano served as Chief Technology Officer and Vice President of Engineering. Prior to Tekelec, Inc., Mr. Suriano served as the Vice President of Engineering at dynamicsoft, Inc. and Chief Information Officer for QAD, Inc. Before QAD, Inc., Mr. Suriano managed the information technology division for the United States Marine Corps. Mr. Suriano holds a B.S. degree from the U.S. Naval Academy and an M.S. in information technology from the U.S. Naval Postgraduate School.

Mr. Suriano was selected to serve on our board of directors due to his leadership experience with companies in the information technology and communications industries.

Directors Continuing in Office Until the 2026 Annual Meeting

David A. Morken. Refer to “Executive Officers” in this proxy statement for Mr. Morken’s biographical information.

Rebecca G. Bottorff. Refer to “Executive Officers” in this proxy statement for Ms. Bottorff’s biographical information.

Director Independence

Our Class A common stock is listed on the NASDAQ Global Select Market. Under the listing requirements and rules of the NASDAQ Global Select Market, independent directors must comprise a majority of our board of directors, subject to specified exceptions. In addition, the rules of the NASDAQ Global Select Market require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of the NASDAQ Global Select Market. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of the NASDAQ Global Select Market.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that Messrs. Bailey, Murdock, Roush and Suriano, representing four of our six directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NASDAQ Global Select Market. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Leadership Structure

Mr. Morken currently serves as both the Chairman of our board of directors and as our Chief Executive Officer. Our non-management directors bring experience, oversight and expertise from outside of the Company, while Mr. Morken brings Company- and industry-specific experience and expertise. As our co-founder and Chief Executive Officer, Mr. Morken is well positioned to identify strategic priorities, lead critical discussion and execute our business plans. We believe the structure of our board of directors and its committees provides effective independent oversight of management, while Mr. Morken’s combined role enables strong leadership and enhances our ability to communicate our message and strategy clearly and consistently to stockholders and other critical stakeholders.

We do not have a lead independent director. Rather, our independent directors provide strong, independent leadership for our audit and compensation committees. Our independent directors meet in executive session after meetings of the board of directors, and have direct access to management as they deem necessary. Currently, independent directors directly oversee such critical matters as the integrity of our financial statements, the compensation of executive management, and the selection of director nominees. Further, the compensation committee conducts an annual performance review of Mr. Morken and, based upon this review, approves Mr. Morken’s annual compensation, including salary, bonus, incentive and equity compensation.

Board Meetings and Committees

Our board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors currently consists of six members.

During our fiscal year ended December 31, 2023, our board of directors held seven meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he had been a director and (ii) the total number of meetings held by all committees of our board of directors on which he served during the periods that he served.

We do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders. We nonetheless encourage, but do not require, our directors to attend. Each of our directors attended our annual meeting of stockholders held on May 18, 2023.

Our board of directors has established an audit committee and a compensation committee. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until as otherwise determined by our board of directors.

Audit Committee

Our audit committee consists of Mr. Roush, who is the chair of the committee, and Messrs. Bailey, Murdock and Suriano. Our board of directors has determined that all members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NASDAQ Global Select Market. Our board of directors has

determined each of Mr. Roush and Mr. Bailey is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 10A-3 of the Exchange Act. The NASDAQ rules require us to have an audit committee composed entirely of independent directors. Our board of directors has affirmatively determined that Messrs. Bailey, Murdock, Roush and Suriano meet the definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 under the Exchange Act and the NASDAQ rules.

Our audit committee provides oversight of our accounting and financial reporting process, the audit of our consolidated financial statements and our internal control function. Among other matters, the audit committee assists the board of directors in oversight of the independent auditors’ qualifications, independence and performance; is responsible for the engagement, retention and compensation of the independent auditors; reviews the scope of the annual audit; reviews and discusses with management and the independent auditors the results of the annual audit and the review of our quarterly consolidated financial statements including the disclosures in our annual and quarterly reports filed with the SEC; establishes procedures for receiving, retaining and investigating complaints received by us regarding accounting, internal accounting controls or audit matters; approves audit and permissible non-audit services provided by our independent auditor; and reviews and approves related party transactions under Item 404 of Regulation S-K. In addition, our audit committee oversees our internal audit function.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NASDAQ Global Select Market. A copy of the charter of our audit committee is available on our website at https://investors.bandwidth.com/corporate-governance/governance-overview.

Our audit committee held four meetings during fiscal year 2023.

Compensation Committee

Our compensation committee consists of Mr. Suriano, who is the chair of the committee, and Messrs. Bailey, Murdock and Roush. All members of our compensation committee are independent under the applicable rules and regulations of the SEC, the NASDAQ Global Select Market, and Section 16 of the Exchange Act.

Our compensation committee adopts and administers the compensation policies, plans and benefit programs for our executive officers. In addition, among other things, our compensation committee annually evaluates, in consultation with the board of directors and our Chief People Officer, the performance of our Chief Executive Officer, reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, and evaluates the performance of these executives in light of those goals and objectives. Our compensation committee also adopts and administers our equity compensation plans and approves all equity awards under such plans.

Our compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors (independent or otherwise) to assist in carrying out its responsibilities and may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. During fiscal year 2023, our compensation committee received and relied upon reports from Radford, a division of Aon plc (“Radford”), whom we retained in 2014, as well as Meridian Compensation Partners (“Meridian”), whom we retained in 2023. Radford and Meridian assisted in evaluating the Company’s 2023 executive compensation and equity compensation practices, including an analysis of the Company’s compensation practices relative to its peer group, and provided other compensation-related advice to the Company. Neither Radford nor Meridian provided services to the Company other than consulting services related to the compensation and benefits of our directors and executives for fiscal year 2023. A separate division of Aon plc performed immaterial insurance brokerage services for the Company in 2023. Our compensation committee analyzed in 2023 whether the work of each of Radford and Meridian as our compensation consultants raised any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, our compensation committee determined that neither the work of Radford nor Meridian, nor the individual compensation advisors employed by Radford and Meridian, creates any conflict of interest pursuant to the SEC rules and NASDAQ listing standards.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NASDAQ Global Select Market. A copy of the charter of our compensation committee is available on our website at https://investors.bandwidth.com/corporate-governance/governance-overview.

Pursuant to our existing Second Amended and Restated 2017 Incentive Award Plan (as amended and/or restated from time to time, the “2017 Plan”), our board of directors may delegate to one or more committees of our directors and/or officers, subject to the limitations imposed under the 2017 Plan, Section 16 of the Exchange Act, stock exchange rules and other applicable laws, all or part of its authority to approve certain grants of equity awards to certain individuals. Our board of directors has delegated such authority to our compensation committee. Pursuant to its charter, our compensation committee may further delegate any or all of its responsibilities to a subcommittee of the Committee.

Our compensation committee held three meetings during fiscal year 2023.

Board’s Role in Risk Oversight

Risk is inherent in every business, and we face a number of risks, including strategic, financial, operational, cybersecurity, legal, compliance and reputational risks. Our management team is charged with the day-to-day management of risk, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of the Company’s internal controls and enterprise risk management framework. In its risk oversight role, our board of directors is responsible for ensuring that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our Chief Executive Officer and other members of the senior management team at regular meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deem appropriate.

Our full board of directors fulfills its risk oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our full board of directors reviews strategic and operational risk in the context of reports from the management team, receives reports on significant committee activities at each board meeting, and evaluates the risks inherent in significant transactions. On an annual basis, our full board of directors receives an Enterprise Risk Management report (the “ERM Report”) that provides management’s assessment of the enterprise risks facing the Company. The ERM Report also contains management’s overall prioritization of the risks accumulated from all functional areas. Our full board of directors also receives additional reports from the management team from time to time regarding various enterprise risks.

While our full board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to internal control over financial reporting and disclosure controls and procedures, and discusses with management and the independent auditor guidelines and recommendations with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our compensation committee assesses risks created by the incentives inherent in our compensation policies.

Executive Sessions of our Independent Directors

The Company’s non-employee directors, who are all independent, participate in executive sessions at each meeting of the board of directors, the audit committee and the compensation committee. Neither our employee directors nor other members of management participate in these executive sessions.

Director Nominations

We do not have a standing nominating committee. In accordance with Rule 5605(e) of the NASDAQ rules, a majority of our independent directors recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Messrs. Bailey, Roush, Suriano and Murdock, and any director under consideration for nomination to another term of service as a director recuses himself as to the vote on his own nomination.

Identifying and Evaluating Director Nominees

The independent members of our board of directors have the responsibility to identify suitable candidates for nomination to the board of directors (including candidates to fill any vacancies that may occur) and to assess their qualifications. Such board members may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that they deem to be appropriate in the evaluation process.

Our board of directors then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and considering the overall composition and needs of our board of directors. Based on the results of the evaluation process, our board approves director nominees for election to the board of directors.

Minimum Qualifications

The independent members of our board of directors use a variety of methods for identifying and evaluating director nominees and consider all facts and circumstances they deem appropriate or advisable. In their identification and evaluation of director candidates, our board of directors considers the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications they consider include:

●

Character, ethics, integrity, and judgment;

●

Independence, skills, education, expertise, business acumen and understanding of our business and industry;

●

Diversity of experience;

●

Potential conflicts of interest and other commitments;

●

The ability to offer advice and guidance to our management team and the ability to make significant contributions to our success; and

●

An understanding of the fiduciary responsibilities required of a director.

Director candidates must have sufficient time available in the judgment of our board of directors to perform all board of director and committee responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our board of directors may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

Board Evaluation

Our board of directors believes that self-evaluations of the board and board committees are important elements of corporate governance, and conducts an annual self-evaluation of the board’s and each committee’s performance to determine whether they are functioning effectively. The board Chairman compiles feedback from all directors with respect to the full board self-evaluation, and the chairman of each committee compiles feedback from committee members with respect to the self-evaluation of that committee. Results are discussed with the committee and the full board of directors, as applicable. Our board of directors believes these evaluations are valuable tools in assessing the board’s effectiveness in performing its oversight responsibilities.

Board Diversity

Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our independent members of our board of directors consider a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our independent members of our board of directors may take into account the benefits of diverse viewpoints.

The Board Diversity Matrix below provides information with respect to the diversity of our board of directors.

Board Diversity Matrix as of April 9, 2024

Total Number of Directors

Female

Male

Non-Binary

Did Not
Disclose
Gender

Part I: Gender Identity

Directors

–

Part II: Demographic Background

African American or Black

–

Alaskan Native or Native American

–

Asian

–

Hispanic or Latinx

–

Native Hawaiian or Pacific Islander

–

White

–

Two or More Races or Ethnicities

–

LGBTQ+

–

Did Not Disclose Demographic Background

–

Stockholder Recommendations and Nominations to the Board of Directors

Stockholders may submit recommendations for director candidates to the independent members of our board of directors by sending the individual’s name and qualifications to our General Counsel at Bandwidth Inc., 2230 Bandmate Way, Raleigh, North Carolina 27607. Our General Counsel will forward all recommendations to the independent members of our board of directors. The independent members of our board of directors will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management. Alternatively, stockholders who would like to nominate a candidate for director (in lieu of making a recommendation to the independent members of our board of directors) must comply with the requirements described in this proxy statement and our Bylaws.

Stockholder and Other Interested Party Communications

Our board of directors provides to every stockholder and any other interested parties the ability to communicate with the board of directors, as a whole, and with individual directors on the board of directors through an established process for stockholder communication. For a stockholder communication directed to the board of directors as a whole, stockholders and other interested parties may send such communication to our General Counsel via U.S. Mail or Expedited Delivery Service to: Bandwidth Inc., 2230 Bandmate Way, Raleigh, North Carolina 27607, Attn: Board of Directors c/o General Counsel.

For a stockholder or other interested party communication directed to an individual director in his capacity as a member of the board of directors, stockholders and other interested parties may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Bandwidth Inc., 2230 Bandmate Way, Raleigh, North Carolina 27607, Attn: [Name of Individual Director].

Our General Counsel, in consultation with appropriate members of our board of directors, as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chairman of our board of directors.

Environmental, Social and Governance Matters

We believe we have a responsibility to be a good corporate citizen that seeks to meet the needs of our stakeholders, including our team members, whom we call “Bandmates”, stockholders, customers and the communities in which we operate. We are mindful of our world and its resources, and believe we have a responsibility to act in a prudent and careful manner with sustainability in mind. We believe these efforts enhance long-term stockholder value.

The following summarizes some of our efforts to positively impact our communities, to create a safe and inclusive workplace for our Bandmates, and to benefit our stakeholders. We also prepare and publish an annual Corporate Social Responsibility Report utilizing the Sustainability Accounting Standards Board (“SASB”) framework. You may view our 2023 Corporate Social Responsibility Report on the investor relations portion of our website at https://investors.bandwidth.com. Our board of directors oversees our environmental, social, and governance initiatives.

Environmental

We are dedicated to environmental sustainability, and continue to integrate environmental sustainability into our business practices. Our Bandwidth communications cloud powers countless tools that allow people to work and connect wherever they are. We power companies like Cisco, Google, Microsoft, Zoom, and many others whose products eliminate the need for face-to-face meetings and the environmental impact of travel and commuting. We also consider sustainability factors as we evaluate our data center footprint. Our new global headquarters in Raleigh, North Carolina aligns with leading environmental standards, including the incorporation of features such as light pollution reduction, electric car charging stations, enhanced indoor air quality strategies, and environmentally sensitive watershed management. We further intend to actively track, and work to minimize, energy and water usage for this location. We seek to promote the recycling of everything we reasonably can in our offices, including paper, plastic, aluminum, and other materials.

Social

We aim to support the communities where we operate through company-sponsored activities and through our Bandwidth Cares program, which is an employee-driven initiative to identify and support the communities where we live and work. Since the inception of Bandwidth Cares, Bandmates have contributed more than 10,000 hours of volunteer time and raised money for dozens of charities.

We foster our culture of connection by encouraging Bandmates to take time during the workday to participate in community events. We reward community engagement with extra vacation days. Our “Go! Do! Days” initiative provides each Bandmate with a day off for individual activism or community service.

Our “Whole Person Promise”

While we will always be mission-first, our Bandmates focus on ensuring that we deliver on our mission for the customers we proudly serve, and are critical to the achievement of our goals and success. We have created a unique, service-oriented culture, centered on meaningful work, lifting each other up, and investing in the bodies, minds, and spirits of our Bandmates. We make a “whole person promise” to our Bandmates to offer them meaningful work and programs that ensure they can find the work/life balance necessary to enjoy a healthy and fulfilling life. We have developed a variety of programs to help Bandmates develop and maintain their bodies, minds, and spirits, including a 90-minute fitness lunch, an on-site gym or paid gym memberships, and team challenges that include fitness components. We engage Bandmates with career development opportunities, transformational projects, hack-a-thons, “Big Idea” events, leadership training, customer care training, lunch-and-learn presentations, and periodic outside speakers. In 2023 we launched a new online Whole Person Platform to help our Bandmates make healthy living fun in all areas of mind, body and spirit. We require Bandmates to utilize all of their time off, and we “embargo” Bandmates when they are on vacation, which means they cannot communicate or email with the company, and vice versa, until their vacation is over.

While we are exceptionally proud of the team we have assembled, we also acknowledge that there is important work for us to do to continue developing a more diverse and inclusive team. We believe diverse and inclusive teams are more innovative and make better business decisions. At Bandwidth, we say, “Your Music Matters.” We celebrate differences and encourage our Bandmates to be their authentic selves. We support Bandmates who wish to create communities that help improve connections and nurture a sense of belonging. These communities help us approach each other with genuine respect and curiosity and help us “love our Bandmates” with understanding and empathy.

Our “Your Music Matters” program builds outreach programs and initiatives to fill our recruiting funnel with diverse candidates who possess the “Bandwidth Edge”—smart, common sense, hardworking, honest, competitive energy and emotional intelligence. We build external and internal campaigns to fill the recruiting funnel using our talented Bandmates, creative local and non-local outreach partnerships, and virtual platforms to connect with talent who come from different backgrounds, skills, abilities and experiences.

We believe the benefits that we offer each of our Bandmates are an important component of our Whole Person Promise. These benefits, which vary based on country location and applicable laws, include: robust medical, dental and vision benefits, for which we pay 100% of the premiums; 401(k); industry leading parental leave; and access to nutrirional and mental health resources.

In our Whole Person Promise, the “whole person” includes the families of our Bandmates. Supporting families and normalizing parenthood in the corporate environment has always been part of our vision. In 2023 we opened our Ohana Child Development Center (“Ohana”) at our headquarters in Raleigh, North Carolina, serving our employees’ children between ages 12 weeks through 5 years old. Ohana seeks to reduce the friction between work and family life by keeping the youngest children in close proximity to a parent, and is offered to our employees at market competitive tuition rates.

In 2023, Bandwidth was once again ranked by the Triangle Business Journal as one of the Best Places to Work in the Research Triangle area of North Carolina. Winners were determined based on employee engagement survey results measuring 30 drivers of workplace culture and satisfaction.

Governance Policies and Practices

Code of Business Conduct and Ethics and Whistleblower Policy

Our board of directors has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”) that applies to all our employees, officers, and directors, including our Chief Executive Officer, President, Chief Financial Officer, and other executive and senior financial officers. Our Code of Ethics addresses conflicts of interest, fair dealing, compliance with laws, rules, and regulations, gifts and entertainment, anti-money laundering, political contributions, health and safety, discrimination and harassment, compliance, reporting, and investigations. Our integrity earns the trust of our stakeholders, including our Bandmates, stockholders, and customers, and this Code of Ethics serves as the foundation of our culture of integrity.

Our employees receive annual training regarding our Code of Ethics, and violation of our Code of Ethics may result in disciplinary action, up to and including termination of employment or service relationship.

You may view our Code of Ethics on the investor relations portion of our website at https://investors.bandwidth.com and you may also obtain a copy of the Code of Ethics without charge by contacting our Corporate Secretary at Bandwidth Inc., 2230 Bandmate Way, Raleigh, North Carolina 27607. We intend to disclose any amendments to our Code of Ethics, or waivers of its requirements, on our website or in filings under the Exchange Act, as required by the applicable rules and exchange requirements. We did not grant any waivers with respect to provisions of our Code of Ethics during 2023.

Our Whistleblower Policy helps our Bandmates, independent contractors, vendors, customers, and others, to make us aware of any practices, procedures or circumstances that raise concern about the integrity of our financial disclosures, books and records. We have engaged an independent third party to maintain a compliance hotline where employees, independent

contractors, vendors, customers, and others can raise concerns on a confidential and anonymous basis. Team members also can discuss issues or complaints with their manager, members of our People Services team, or, under some circumstances, directly with our audit committee.

Our board of directors and our audit committee each receive regular reports and updates regarding matters related to our Code of Ethics, our whistleblower compliance hotline, and our compliance program.

Data Privacy and Security

Our customers depend on us to preserve the confidentiality, privacy, and security of their communications, as well as other information about our customers. Many of the services our customers utilize constitute “customer proprietary network information” (“CPNI”). Federal law requires that we preserve the confidentiality of our customers’ CPNI, subject to very limited exceptions. Each year we train our Bandmates regarding our obligations to preserve the confidentiality of our customers’ CPNI. While the laws governing CPNI have applied to us for many years, the regulation of data privacy continues to evolve in the United States and abroad. For example, the European Union’s implementation of the General Data Protection Regulation (“GDPR”) heightened the privacy expectations for many companies across the globe. In 2020, the California Consumer Privacy Act (“CCPA”) became effective. Many other states are drafting similar laws. We have implemented policies and procedures that facilitate compliance with applicable privacy laws, including the CCPA and the GDPR. We also work to use privacy by design in our review and building processes.

We receive frequent requests from law enforcement for customer information. In the United States, except in limited circumstances, we often do not have “end user information” or “personally identifiable information” regarding specific end users of our services.

Our Bandmates receive data privacy and security training annually. We also provide additional training to our software development teams based on industry standards.

See the section titled “Cybersecurity” in our Annual Report for additional information on our management of cybersecurity risk management and strategy, cybersecurity governance, and education and awareness.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has at any time during the past year been one of our officers or employees. None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. See the section titled “Certain Relationships and Related Party Transactions” for information about related party transactions involving members of our compensation committee or their affiliates.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is currently composed of six members. In accordance with our third amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in the control of the Company.

Nominees

Our board of directors has approved Brian D. Bailey and Lukas M. Roush as the nominees for election as Class I directors at the Annual Meeting. If elected, Messrs. Bailey and Roush each will serve as a Class I director until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified. Each of Mr. Bailey and Mr. Roush is currently a director of the Company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. Bailey and Mr. Roush. We expect that each of Mr. Bailey and Mr. Roush will accept such nomination; however, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Vote Required

The election of directors requires a plurality of the voting power of the shares of our common stock be present in person or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES NAMED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Ernst & Young LLP (“E&Y”), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2024. During our fiscal year ended December 31, 2023, E&Y served as our independent registered public accounting firm.

Notwithstanding the appointment of E&Y, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of the Company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of E&Y as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Our audit committee is submitting the appointment of E&Y to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of E&Y will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of E&Y, our board of directors may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to the Company by E&Y for our fiscal years ended December 31, 2023 and 2022.


Name	2022		2023

Audit Fees⁽¹⁾	$	1,798,900	$	1,936,578

Audit-Related Fees⁽²⁾	$	43,500	$	0

Tax Fees⁽³⁾	$	288,303	$	0

All Other Fees⁽⁴⁾	$	311,240	$	172,041

Total Fees	$	2,441,943	$	2,108,619

⁽¹⁾

Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report, services that are customarily provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years, and the review of the financial statements included in our quarterly reports.

⁽²⁾

Audit-Related Fees for fiscal year 2022 consisted primarily of fees for professional services rendered in connection with other SEC matters.

⁽³⁾

Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include consultation on tax matters and assistance regarding federal, state and international tax compliance.

⁽⁴⁾

All Other Fees for fiscal year 2022 included professional services rendered in connection with a review of our sales and telecommunications tax processes and the liquidation of certain legal entities. All Other Fees for fiscal year 2023 included professional services rendered in connection with a review of our sales and telecommunications tax processes.

Auditor Independence

In our fiscal year ended December 31, 2023, there were no other professional services provided by E&Y, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of E&Y.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all audit, internal control-related services and permissible non-audit services performed by our independent registered public accounting firm to ensure that the provision of such services does not impair the public accountants’ independence. Our audit committee has pre-approved all services performed by E&Y since the adoption of our pre-approval policy.

Vote Required

The ratification of the appointment of E&Y as our independent registered public accounting firm for our fiscal year ending December 31, 2024 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions, if any, will have the effect of a vote against this proposal. Broker non-votes, if any, will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors that meets the listing standards of the NASDAQ Global Select Market and the rules and regulations of the SEC. The audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NASDAQ Global Select Market. A copy of the charter of the audit committee is available on our website at https://investors.bandwidth.com/corporate-governance/governance-overview. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee’s performance on an annual basis.

The audit committee provides oversight of our accounting and financial reporting process, the audit of our consolidated financial statements, and our internal control function. With respect to our financial reporting process, our management establishes and maintains internal controls and prepares our consolidated financial statements. Our independent registered public accounting firm, E&Y, performs an independent audit of our consolidated financial statements. The audit committee oversees these activities. The audit committee does not prepare our financial statements, which is the responsibility of management.

Consistent with the audit committee’s oversight function, the audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with the Company’s management. The audit committee has discussed with E&Y the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee also has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence.

Based on the audit committee’s review and discussions with management and E&Y, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Lukas M. Roush, Chairman

Brian D. Bailey

John C. Murdock

Douglas A. Suriano

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Our board of directors recognizes the interests our investors have in the compensation of our named executive officers. In recognition of that interest and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Rule 14a-21 under the Exchange Act, we are providing our stockholders with the opportunity to vote to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules.

This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, we believe that our compensation policies and decisions are based on principles that reflect a “pay-for-performance” philosophy and are strongly aligned with our stockholders’ interests and consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.

Accordingly, our board of directors is asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because the vote is advisory, the result will not be binding on our board of directors or compensation committee. Nevertheless, the views expressed by our stockholders, whether through this say-on-pay vote or otherwise, are important to management, our board of directors and our compensation committee, and, accordingly, our board of directors and our compensation committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Vote Required

Advisory (non-binding) approval of Proposal No. 3 requires the approval of the holders of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

EXECUTIVE OFFICERS

David A. Morken is the Co-Founder, Chairman and CEO of Bandwidth. Mr. Morken is also the Co-Founder, Chairman of the board of directors, and former CEO of Relay, Inc. (formerly Republic Wireless, Inc.) Mr. Morken is a Co-Founder of the non-profit Durham Cares. Prior to founding Bandwidth in 1999, Mr. Morken served on active duty in the Marine Corps as a Judge Advocate and Headquarters Company Commander. Mr. Morken received a B.A. in Political Science from Oral Roberts University and a J.D. from the University of Notre Dame Law School.

Mr. Morken was selected to serve on our board of directors as our Co-Founder and due to his extensive knowledge of the Company, our business, and our industry.

R. Brandon Asbill joined Bandwidth in January 2021 as General Counsel, and oversees all legal matters for the Company, providing strategic counsel to senior leadership and Bandwidth’s board of directors. Before joining Bandwidth, Mr. Asbill served for 12 years as Vice President & Assistant General Counsel at Red Hat, Inc., a leading global provider of open source, enterprise IT solutions. While at Red Hat, Mr. Asbill led teams that completed over 20 acquisitions with an aggregate value of more than $1.5 billion. Before joining Red Hat, Mr. Asbill spent seven years at General Electric Company’s GE Energy business advising senior leaders on acquisitions, divestitures and other strategic corporate transactions. Mr. Asbill earned an A.B. in History from Princeton University and a J.D. from the University of Georgia School of Law.

Anthony F. Bartolo joined Bandwidth in February 2022 as Chief Operating Officer, and is responsible for global day-to-day operations, leading corporate strategy, sales, marketing, product, operations, R&D and technology. Before joining Bandwidth, Mr. Bartolo was Executive Vice President and Chief Product Officer at Avaya Holdings Corporation, where he led the company’s transition to a SaaS-based business model. Before joining Avaya, Mr. Bartolo held several executive roles at Tata Communications Limited, including President of Mobility and Chief Product Officer. Mr. Bartolo’s earlier experience includes President and CEO of Skyrider, a social and peer-to-peer networking start-up, Vice President and General Manager of the Wireless and RFID Divisions at Symbol Technologies, Inc. (acquired by Motorola) and leadership roles at Nortel Networks, Inc. Mr. Bartolo earned a bachelor’s degree in engineering with honors from RMIT University in Melbourne.

Rebecca G. Bottorff has served as Chief People Officer of Bandwidth since 2010 and as a director of Bandwidth since January 2022. As Chief People Officer, Ms. Bottorff leads our People Services team and helps shape Bandwidth’s corporate culture. Prior to joining Bandwidth, Ms. Bottorff served as President of Venture Savvy Consulting Group, an executive coaching and management consulting firm. Prior to Venture Savvy Consulting Group, Ms. Bottorff served as the Vice President of Human Resources of Motricity where she was instrumental in the scaling of the company’s business operations. Prior to Motricity, Ms. Bottorff served as the Vice President of Human Resources of Konover Property Trust, a publicly traded real estate investment trust. Ms. Bottorff earned a B.A. in Sociology from the University of Cincinnati.

Ms. Bottorff was selected to serve on our board of directors due to her extensive knowledge of the Company and our business.

Daryl E. Raiford joined Bandwidth in July 2021 as Chief Financial Officer, overseeing global financial and accounting functions along with investor relations and corporate development. Mr. Raiford previously served as Chief Financial Officer for Ribbon Communications, and prior to that, for GENBAND. Prior to GENBAND, Mr. Raiford served as Vice President and Chief Accounting Officer, and then as Vice President of Business Transformation, at Freescale Semiconductor in Austin, Texas. Prior to Freescale Semiconductor, Mr. Raiford was Chief Financial Officer of Travelport Worldwide Limited, a UK-based global travel distribution firm. Prior to Travelport Worldwide Limited, Mr. Raiford served as Vice President, Finance and Administration, Americas for Hewlett Packard, and Corporate Controller for Compaq Computer Corporation until its acquisition by Hewlett Packard. Earlier in his career, Mr. Raiford served for ten years at Price Waterhouse in London and Houston. Mr. Raiford is a Certified Public Accountant, and earned a B.B.A. in Accounting from The University of Texas at Austin.

Kade Ross joined Bandwidth in 2002 and serves as Chief Information Officer, responsible for Bandwidth’s information technology, data governance, analytics, service management and security functions. Mr. Ross has also held various other roles within Bandwidth, including in enterprise sales, people services and facilities management. Mr. Ross earned a B.S. degree from the University of North Carolina at Chapel Hill.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis summarizes our executive compensation philosophy and objectives, discusses our executive compensation policies, and describes how and why our compensation committee arrived at specific compensation decisions for 2023 for our named executive officers.

Our named executive officers for 2023 were:


Name	Age	Position(s)

David A. Morken	54	Chief Executive Officer (principal executive officer)

Daryl E. Raiford	61	Chief Financial Officer (principal financial officer)

Anthony F. Bartolo	54	Chief Operating Officer

R. Brandon Asbill	57	General Counsel and Secretary

Rebecca G. Bottorff	56	Chief People Officer

Executive Summary

Summary of 2023 Performance

For our fiscal year ended December 31, 2023, we achieved strong financial results that provide context for stockholders reviewing our executive compensation disclosures, including:

●

Revenue increased 5% to $601 million in 2023, from $573 million in 2022. Revenue increased 17% to $573 million in 2022, from $491 million in 2021.

●

Gross profit was $236 million in 2023, $238 million in 2022, and $214 million in 2021. Non-GAAP gross profit (as defined below) was $261 million in 2023, $260 million in 2022, and $235 million in 2021. Non-GAAP gross margin (as defined below) was 55% in 2023, 55% in 2022, and 52% in 2021.

●

Net (loss) income was $(16) million in 2023, $20 million in 2022, and $(27) million in 2021. Non-GAAP net income (as defined below) was $23 million in 2023, $15 million in 2022, and $26 million in 2021.

●

Adjusted EBITDA (as defined below), a Non-GAAP measurement of operating performance, was $48 million in 2023, $35 million in 2022, and $50 million in 2021.

●

Free cash flow (as defined below) was $19 million in 2023, $(11) million in 2022, and $4 million in 2021.

Each of Adjusted EBITDA, Non-GAAP gross margin and Revenue was an element of our incentive compensation plan for 2023.

Each of Non-GAAP gross profit, Non-GAAP gross margin, Non-GAAP net income, and Adjusted EBITDA is a Non-GAAP financial measure that is prepared as a complement to our financial results prepared in accordance with United States generally accepted accounting principles (“GAAP”).

We calculate Non-GAAP gross margin by dividing Non-GAAP gross profit by cloud communications revenue, which is revenue less pass-through messaging surcharges. In our calculation of Non-GAAP gross profit and Non-GAAP gross margin, we eliminate the impact of depreciation and amortization, amortization of acquired intangible assets related to acquisitions,

stock-based compensation, pass-through messaging surcharges, and all non-cash items, because we do not consider them indicative of our core operating performance. The exclusion of these items facilitates comparisons of our operating performance on a period-to-period basis. Management uses Non-GAAP gross profit and Non-GAAP gross margin to evaluate operating performance and to determine resource allocation among our various service offerings. We believe Non-GAAP gross profit and Non-GAAP gross margin provide useful information to investors and others to understand and evaluate our operating results in the same manner as our management and board of directors and allows for better comparison of financial results among our competitors. Non-GAAP gross profit and Non-GAAP gross margin may not be comparable to similarly titled measures of other companies because other companies may not calculate Non-GAAP gross profit and Non-GAAP gross margin or similarly titled measures in the same manner we do.

We define Non-GAAP net income as net income or loss adjusted for certain items affecting period to period comparability. Non-GAAP net income excludes stock-based compensation, amortization of acquired intangible assets related to acquisitions, amortization of debt discount and issuance costs for convertible debt, acquisition-related expenses, impairment charges of intangibles assets, if any, net cost associated with early lease terminations and leases without economic benefit, (gain) loss on sale of business, net (gain) loss on extinguishment of debt; gain on business interruption insurance recoveries, non-recurring items not indicative of ongoing operations and other, and estimated tax impact of the foregoing adjustments, net of valuation allowances.

We define Adjusted EBITDA as net income or losses from continuing operations, adjusted to reflect the addition or elimination of certain income statement items, including, but not limited to: income tax (benefit) provision, interest (income) expense, net, depreciation and amortization expense, acquisition-related expenses, stock-based compensation expense, impairment of intangible assets, if any, (gain) loss on sale of business, net cost associated with early lease terminations and leases without economic benefit, net (gain) loss on extinguishment of debt, gain on business interruption insurance recoveries, and non-recurring items not indicative of ongoing operations and other. Adjusted EBITDA is a key measure used by management to understand and evaluate our core operating performance and trends to generate future operating plans and to make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates comparisons of our operating performance on a period-to-period basis.

Free cash flow represents net cash provided by or used in operating activities less net cash used in the acquisition of property, plant and equipment and capitalized development costs of software for internal use. We believe free cash flow is a useful indicator of liquidity and provides information to management and investors about the amount of cash generated from our core operations that can be used to invest in our business. Free cash flow has certain limitations because it is subject to working capital timing, it does not represent the total increase or decrease in the cash balance for the period, it does not take into consideration investment in long-term securities, nor does it represent residual cash flows available for discretionary expenditures. Therefore, it is important to evaluate free cash flow along with our consolidated statements of cash flows.

Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for a more detailed discussion of our 2023 financial results and, beginning on page 75 of that Annual Report, a discussion regarding, and reconciliation of, each of the Non-GAAP financial measures described above to the most directly comparable financial measure prepared in accordance with GAAP.

2023 Executive Compensation Highlights

The important features of our executive compensation program for 2023 included the following:

●

We tie a substantial portion of executive pay to performance. We believe that a substantial portion of our named executive officers’ compensation should be variable, at risk, and tied directly to our measurable performance. For 2023, 75% of our Chief Executive Officer’s target total compensation, which includes equity compensation, and an average of 69% of our other named executive officers’ target total compensation was linked to performance.

●

We generally target our executive compensation levels at or above the medians of market benchmarks. We design our executive compensation program to provide competitive pay levels to attract,

motivate, and retain talented executives. Our 2023 cash and equity compensation levels are generally competitive with the 50^th percentile among our peer companies and other companies surveyed by our compensation consultant.

●

We link executive bonuses to corporate objectives. Our annual performance-based bonus opportunities for all of our named executive officers depend on our achievement of annual corporate objectives we establish each year and the individual executive officer’s contributions towards our achievement of these annual corporate objectives.

●

We emphasize long-term equity incentives. Equity awards are fundamental to our executive compensation program, and we generally believe equity-based awards align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders, and by encouraging our executive officers to remain in our long-term employ. Equity awards comprise the primary “at-risk” portion of our named executive officer compensation package. In 2018, we discontinued the use of stock options as a form of equity award, and began solely granting restricted stock units (“RSUs”). We believe granting RSUs subject to vesting conditions based on the executive officer’s continued employment is an appropriate award structure, as it aligns the interests of our executive officers with those of shareholders while also not being reliant solely on stock price appreciation to provide value to the recipient.

●

Our equity awards granted to our executive officers generally have multiple-year vesting requirements, consistent with our retention objectives, although we have granted some equity awards with time-based vesting of less than one year to our directors and executive officers. We also granted fully vested RSUs in March 2024 to our executive officers as payment for bonuses earned with respect to the 2023 fiscal year under our 2023 MBO Bonus Plan (defined below).

●

We do not provide our executive officers with any special health or welfare benefits. Our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees.

●

We generally do not provide executive fringe benefits or perquisites to our executives, such as car allowances or tax reimbursement payments. Our executives can utilize certain financial advice services that we make available to all employees.

●

Our compensation committee retained independent third-party compensation consultants for guidance in making compensation decisions. The compensation consultants advised the compensation committee on market practices, including identifying a peer group of companies and their compensation practices. The compensation consultants helped our compensation committee regularly assess the Company’s individual and total compensation programs against these peer companies, the general marketplace, and other industry data points.

●

We prohibit hedging and pledging of Company stock.

Objectives, Philosophy and Elements of Executive Compensation

Our mission is to develop and deliver the power to communicate. Our customers utilize our voice calling, text messaging, and 911 solutions utilizing the software and communications network that we develop and deliver. We seek to grow, expand our geographical footprint, and create new solutions for our customers.

Our executive compensation program supports the achievement of our mission by:

●

Attracting, motivating, incentivizing and retaining employees at the executive level who contribute to our long-term success;

●

Providing compensation packages to our executives that are competitive and reward the achievement of our business objectives; and

●

Effectively aligning our executives’ interests with those of our stockholders by awarding a significant portion of compensation in the form of long-term equity incentives that provide value based on the growth of sustainable long-term value for our stockholders.

Our executive compensation program primarily consists of base salary, annual performance-based bonuses, and long-term equity incentive compensation. We also provide our executive officers with benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in employee benefit plans. This chart summarizes the three main elements of our executive compensation program, as well as their respective objectives and key features.


Element of Compensation	Objectives	Key Features
Annual Base Salary (fixed)	● Provides financial stability and security through a fixed amount of cash for performing job responsibilities.	● We establish fixed cash compensation, which we periodically review and adjust if and when appropriate. ● We determine each executive officer’s fixed cash compensation based on a variety of factors, including the executive officer’s performance, experience, skills, position, and scope of responsibility, as well as the competitive marketplace for executive talent specific to our industry. ● We also consider our performance and the market data provided by our independent compensation consultant.

Annual Performance Bonus (at-risk short-term incentive)	● Motivates and rewards the achievement of our annual corporate objectives and individual contributions.	● We establish target bonus amounts, which we periodically review and adjust if and when appropriate, unless established by an employment agreement. ● Our compensation committee determines each executive officer’s target bonus based upon a variety of factors, including the executive officer’s anticipated impact on our company and our achievement of our corporate objectives, the individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals, and competitive bonus opportunities in our industry. ● We generally communicate each executive officer’s target bonus at the beginning of the year, unless established by an employment agreement. Our compensation committee determines each executive officer’s actual bonus amounts after the end of the year, based on the achievement of our annual corporate objectives and the executive’s achievement of his or her individual performance objectives.

Long-Term Equity Incentive (at-risk long-term incentives)	● Motivates and rewards the achievement of our long-term corporate objectives and performance. ● Aligns our executives’ interests with our stockholders’ interests in growing sustainable long-term value. ● Attracts and retains highly qualified executives and encourages their continued employment over the long term.	● We generally review equity incentives annually for existing executives, considering our performance and the market data provided by our independent compensation consultant. ● We also generally review equity incentives as appropriate during the year for new hires, promotions, or other special circumstances. ● We believe equity incentives enhance executive retention and periodically reward significant achievement. ● We determine individual awards based on a variety of factors, including current corporate and individual performance and market data provided by our independent compensation consultant. ● Since January 2018, our equity incentives have consisted solely of RSUs.

We believe we provide competitive compensation to each of our executive officers that offers significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that our approach appropriately blends short-term and long-term incentives to maximize stockholder value.

We do not have formal policies for allocating compensation among salary, annual performance bonus awards, and equity grants, among short-term and long-term compensation, or among cash and non-cash compensation. Our compensation

committee establishes a total compensation program for each named executive officer that balances current, short-term, and long-term incentive compensation, and cash and non-cash compensation, which our compensation committee believes will allow our executive compensation program to appropriately support the achievement of our corporate objectives. Our compensation committee generally has structured a substantial portion of the named executive officers’ total target compensation to consist of annual performance-based bonus opportunities and long-term equity awards to align the executive officers’ incentives with our corporate objectives and our stockholders’ interest in the growth of sustainable long-term value.

How We Determine Executive Compensation

Role of our Compensation Committee, Management and the Board

Our executive compensation program is administered and overseen by our compensation committee, in consultation with our board of directors, including with respect to the Company’s compensation policies, plans and programs, administration of Company equity plans and its responsibilities related to the compensation of the Company’s executive officers, directors, and senior management, as appropriate. For more information about the compensation committee’s oversight of the executive compensation program, see the section titled “Board of Directors and Corporate Governance—Board Meetings and Committees—Compensation Committee” beginning on page 11 of this proxy statement. Our compensation committee consists solely of independent members of our board of directors.

Our compensation committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines, annually, the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers. In particular, our compensation committee determines appropriate target levels and performance measures and the allocation between short-term and long-term compensation and between cash and equity-based awards, in order to establish an overall compensation program it believes is appropriate for each named executive officer. Our compensation committee does not delegate authority to approve executive officer compensation. Our compensation committee also may make decisions throughout the year for new hires, promotions, or other special circumstances as it determines appropriate. Our compensation committee does not maintain a formal policy regarding the timing of equity awards to our executive officers, and generally approves the grant of equity awards to executive officers at a regularly scheduled meeting or by written consent consistent with discussion at a prior regularly scheduled meeting.

Our compensation committee works with and receives information and analyses from management, including members of our Finance, Legal, and People Services teams, and considers and evaluates this information to determine the structure and amount of compensation to be paid to our executive officers, including our named executive officers. Our compensation committee also works with and receives input from our Chief Executive Officer. Outside of the presence of any other named executive officers, our Chief Executive Officer evaluates and provides to the compensation committee executive officer performance assessments, recommendations and proposals regarding executive officer compensation programs, and decisions affecting base salaries, performance bonuses, equity compensation, and other compensation-related matters. Our compensation committee retains the final authority to set compensation for all named executive officers. Our Chief Executive Officer discusses his own performance and compensation with the compensation committee, but he does not participate in the committee’s deliberations. Our compensation committee meets in executive session without the Chief Executive Officer to evaluate his performance and determine his compensation.

From time to time, our compensation committee may invite members of management, other employees, and outside advisors or consultants to make presentations, provide financial or other background information or advice, or otherwise participate in compensation committee meetings. Members of management, including our Chief Executive Officer, may attend portions of our compensation committee’s meetings.

Our Finance, Legal, and People Services teams work closely with our Chief Executive Officer to design and develop recommended executive compensation for our named executive officers and other senior executives, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer data comparisons and other briefing materials, and ultimately to implement the decisions of the compensation committee.

Role of Compensation Consultant

The work of Radford and Meridian, as consultants to the compensation committee, included advising on the Company’s compensation practices relative to its peer group, a compensation risk assessment, review of executive officer and director compensation, the development of a new peer group to be used for 2023 executive and director compensation, and general advice to the compensation committee throughout 2023 on the market positioning of the Company’s compensation programs.

Our compensation committee analyzed in 2023 whether the work of either Radford or Meridian as compensation consultants raised any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, our compensation committee determined that the work of Radford and Meridian, and the individual compensation advisors employed by them, does not create any conflict of interest pursuant to the SEC rules and NASDAQ listing standards.

Use of Competitive Market Compensation Data

Our compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, our compensation committee directed Radford to develop a proposed list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with whom we compete for top talent.

As directed by our compensation committee, Radford developed our peer group in consultation with our management team and our compensation committee. The compensation committee, in consultation with Radford and with management, approved a group of companies that would be appropriate peers based on our industry focus and size (based on employee headcount, revenues and market capitalization), as well as companies with whom we compete for talent. The peer group used by our compensation committee in making executive pay decisions for 2023 was as follows:

8x8

Cogent Communications

Model N

PROS

Shutterstock

Upland Software

Alarm.com

Domo

PagerDuty

QuinStreet

SolarWinds

LivePerson

Appian

Everbridge

Paylocity

RingCentral

Telos

Workiva

Calix

Five9

Ping Identity

Twilio

Yext

Two companies were removed from our peer group for 2023 due to pending acquisitions: Sailpoint Technologies and Vonage. Liveperson was added to our peer group for 2023, as our compensation committee deemed it an appropriate peer due to its favorable comparison to our industry and size. Using data compiled from the public filings of these peer companies and data from Radford’s national survey of companies similar to us, which we refer to as peer, or “benchmarking,” data, Radford completed an assessment of our executive compensation to inform our compensation committee’s determinations regarding executive compensation for 2023. Radford prepared, and the compensation committee reviewed, a range of market data reference points (generally at the 25th, 50th and 75th percentiles of the market data) with respect to base salary, performance bonuses, equity compensation (valued based both on an approximation of grant date fair value and as well as ownership percentage), total target cash compensation (base salary and the annual target performance bonus) and total direct compensation (total target cash compensation and equity compensation) with respect to each of our executive officers. The compensation committee does not have a defined percentile of market to target executive compensation levels, although our executive compensation levels generally fall at or above the medians of market ranges. Our compensation committee considers market data as only one factor when making compensation decisions. Our compensation committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

Consideration of Annual Say-on-Pay Vote on Executive Compensation

Our compensation committee considered the results of the non-binding stockholder advisory vote on the compensation of our named executive officers conducted at the May 18, 2023 annual meeting of stockholders. As reported in our current report on Form 8-K, filed with the SEC on May 22, 2023, approximately 93% of the votes cast on the proposal expressed support for

the compensation program offered to our named executive officers as disclosed in last year’s proxy statement (the “Say-on-Pay Vote”). Accordingly, our compensation committee made no changes to our executive compensation program as a result of the 2023 Say-on-Pay Vote. Further, our board of directors has elected to conduct the Say-on-Pay Vote annually, thereby giving our stockholders the opportunity to provide feedback on the compensation of our named executive officers each year. We will conduct our annual Say-on-Pay Vote as described in Proposal No. 3 of this proxy statement at the 2024 Annual Meeting of Stockholders. Our board of directors and our compensation committee will consider the outcome of the Say-on-Pay Vote, as well as any feedback received throughout the year, when making compensation decisions for our named executive officers in the future.

Factors Used in Determining Executive Compensation

Our compensation committee sets the compensation of our executive officers at levels it determines to be competitive and appropriate for each executive officer, using the professional experience and judgment of our compensation committee members. Our compensation committee does not make compensation decisions by using a formulaic approach or rigid benchmarks. Our compensation committee believes executive compensation decisions require consideration of a multitude of factors that vary from year to year. Our compensation committee generally takes into consideration the following factors when making executive compensation decisions:

Company performance and existing business needs;

Each named executive officer’s individual performance, scope of job function and the criticality of the skill set of the named executive officer to the Company’s future performance;

The need to attract new talent to our executive team and retain existing talent in a highly competitive industry where we compete for top talent;

Alignment of named executive officer compensation with short-term and long-term Company performance;

Recommendations of the Company’s Chief Executive Officer, other than with respect to his own compensation;

A range of market data reference points, as described above under “Use of Competitive Market Compensation Data”; and

Recommendations, data and analyses from our compensation committee’s independent compensation consultant on compensation policy determinations for our executive officers.

2023 Executive Compensation Program

Base Salary

The base salaries of our named executive officers are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities and to provide a fixed base of cash compensation. Base salary is a visible and stable fixed component of our compensation program. Our compensation committee may adjust base salaries based on a number of factors, including experience, responsibilities, individual contributions, number of years in the position and competitive data. In addition, our compensation committee may evaluate our named executive officers’ base salaries, together with other components of their compensation, to ensure that the executive’s total compensation is consistent with our overall compensation philosophy and market practices of our compensation peer group.

In November 2022, our compensation committee reviewed the base salaries of our named executive officers, and determined that base salary levels would be increased as described in the table below, due to each named executive officer’s performance, scope of role and competitiveness to market. These base salary increases were effective as of January 1, 2023.


Executive	2022 Base Salary ($)	2023 Base Salary ($)	Percentage Increase in Base Salary from December 31, 2022 (%)

David A. Morken	494,235	516,476	4.5

Daryl E. Raiford	425,000	437,750	3.0

Anthony F. Bartolo⁽¹⁾	400,000	420,000	5.0

R. Brandon Asbill	357,217	371,505	4.0

Rebecca G. Bottorff	351,439	367,254	4.5

⁽¹⁾

The base salary for Mr. Bartolo for 2022 has been annualized given his commencement of employment with us in February 2022.

Annual Performance Bonus

Our compensation committee believes that the payment of annual incentive compensation provides motivation necessary to retain the named executive officers and reward them for short-term company performance. On January 30, 2023, our compensation committee approved the adoption of our 2023 “Management by Objective” Bonus Plan (the “2023 MBO Bonus Plan”) for our executive officers, including the named executive officers. The 2023 MBO Bonus Plan encourages our named executive officers to contribute to the profitability, growth and increased value of the Company.

Amounts payable under our 2023 MBO Bonus Plan were determined as follows:

●

Each executive officer has a target incentive compensation amount (the “Individual Target Bonus”).

●

In January 2023, our compensation committee established Adjusted EBITDA, Non-GAAP Gross Margin and Revenue as the corporate performance objectives (collectively, the “Corporate Objectives”) under the 2023 MBO Bonus Plan, and also set target performance levels for and the respective weighting of each Corporate Objective. Each executive officer’s individual objectives for 2023 were generally based on the executive officer’s role and its relationship to and areas of potential impact on our strategic business imperatives, such as achieving Company financial objectives, improving efficiencies, increasing customer opportunities and satisfaction, developing and managing a talented workforce, and managing compliance.

●

Following the conclusion of the 2023 calendar year, our compensation committee:

assessed our financial results for 2023, and determined the degree of achievement of each Corporate Objective. Based on the respective weighting of each Corporate Objective, our compensation committee determined an overall corporate achievement percentage for the 2023 MBO Bonus Plan (the “Corporate Achievement Percentage”); and

determined each executive officer’s achievement of the executive officer’s individual objectives, expressed as a percentage of the applicable performance goal (the “Individual Achievement Percentage”). Our Chief Executive Officer provided to our compensation committee performance assessments for each executive officer (other than himself) and his recommendations for each executive officer’s Individual Achievement Percentage.

●

Each executive officer’s individual bonus under the 2023 MBO Bonus Plan was calculated as follows:

The executive officer’s Individual Target Bonus, multiplied by

The Corporate Achievement Percentage, multiplied by

The executive officer’s Individual Achievement Percentage.

The Individual Target Bonus under the 2023 MBO Bonus Plan for each named executive officer was as follows:


Executive		Target Bonus ($)

David A. Morken		$516,476

Daryl E. Raiford		$328,313

Anthony F. Bartolo		$315,000

R. Brandon Asbill		$185,753

Rebecca G. Bottorff		$183,627

Following the conclusion of the 2023 calendar year, our compensation committee determined that the Corporate Achievement Percentage for 2023 was 87.7%. Our compensation committee then determined the Individual Achievement Percentage for each of Messrs. Morken, Raiford, Bartolo and Asbill, and Ms. Bottorff. The Corporate Achievement Percentage and Individual Achievement Percentage yielded bonuses under the 2023 MBO Bonus Plan for our named executive officers as follows:


Executive		2023 MBO Bonus Earned ($)

David A. Morken		418,524

Daryl E. Raiford		296,568

Anthony F. Bartolo		255,260

R. Brandon Asbill		162,905

Rebecca G. Bottorff		169,093

Bonuses to our named executive officers for amounts earned with respect to the 2023 fiscal year under our 2023 MBO Bonus Plan were paid in the form of fully vested shares of common stock which were issued to the named executive officers on March 1, 2024. These shares had a grant date value equal to 110% of the value of the 2023 MBO Bonuses earned by our named executive officers, and these amounts are included in the “Stock Awards” column in the 2023 Summary Compensation Table in this proxy statement.

Equity Awards

Prior to our November 2017 initial public offering, we granted equity awards in the form of stock options. We utilized stock options because they provided value only if our equity value increased, and the stock options only vested if the executive officer continued in our employment. Beginning in 2018, we determined that it was advisable to utilize RSUs to align with peer company practices. In addition to aligning with market practice, we believe the use of RSUs improves the balance and risk profile of our compensation program as this form of award does not rely solely on stock price appreciation to provide value to the recipient. These awards are generally subject to vesting dependent on the executive officer’s continued employment.

During 2023, our compensation committee did not have a formal policy for determining the value or type of equity-based awards to grant to our named executive officers. Rather, equity grants to our named executive officers were considered, evaluated and approved by our compensation committee as a component of each named executive officer’s total compensation, taking into account the compensation benchmarking conducted by our compensation consultant, the individual officer’s responsibilities and performance, and the recommendations of the Chief Executive Officer (except as to his own award of equity-based compensation).

In November 2023, our compensation committee approved customary RSU grants for the named executive officers. These RSU’s vest over 3 years, with 1/3 vesting on the first anniversary of the date of grant, and the remainder vesting in equal quarterly installments over the following 2 years.

In May 2023, we also granted our Chief Financial Officer, Daryl Raiford, an additional award of 127,226 RSUs having an aggregate value as of the grant date of $1,500,000.

In August 2023, we granted our Chief People Officer, Rebecca Bottorff, 17,844 RSUs having an aggregate value as of the grant date of $250,000, in recognition of Ms. Bottorff’s leadership over several years in the planning, design and development of, and our relocation to, our new global headquarters campus in Raleigh, North Carolina.

The following table summarizes the equity grants made to our named executive officers during the 2023 fiscal year:


Executive		Total RSUs Granted in 2023 (# of RSUs)

David A. Morken		92,725

Daryl E. Raiford		195,993

Anthony F. Bartolo		65,978

R. Brandon Asbill		50,023

Rebecca G. Bottorff		67,295

Refer to the 2023 Grants of Plan-Based Awards table below for additional information, including vesting schedules, regarding the equity awards issued to our named executive officers in 2023.

Employment Agreements with Named Executive Officers

David A. Morken

We entered into an employment agreement with David A. Morken as of January 1, 2015, and amendments thereto on March 9, 2017 and February 26, 2024 (collectively, as amended, the “Morken Agreement”). The Morken Agreement automatically renewed on January 1, 2024, and will automatically renew for additional one-year periods unless either Mr. Morken or we give at least 60 days’ notice of non-renewal to the other party.

The Morken Agreement entitles Mr. Morken to receive a base salary and the opportunity to earn an annual performance-based bonus, with a target of 100% of base salary, subject to the achievement of individual and company performance goals to be mutually agreed by the compensation committee of the board of directors and Mr. Morken at the beginning of each calendar year. Under the terms of the Morken Agreement prior to its amendment on February 26, 2024 (the “Prior Severance Terms”), in the event Mr. Morken’s employment was terminated (i) by us other than for Cause, (ii) by Mr. Morken for Good Reason, or (iii) by Mr. Morken for any reason within 12 months following a change of control of the Company that is not approved by at least a majority of our board of directors (an “Unapproved Change in Control”), then, subject to his execution of a general release of claims in our favor, Mr. Morken was entitled to receive 150% of his then-current base salary plus 150% of his target bonus for the year of termination, payable over an 18 month period following the termination. If Mr. Morken was terminated by us other than for Cause, he was also entitled to receive company-paid basic medical insurance premiums for 18 months following his termination and a lump sum equal to 18 months of premiums for the term life insurance coverage then in effect.

Following the amendment of the Morken Agreement on February 26, 2024 and in lieu of the severance benefits described above, if Mr. Morken’s employment is terminated by the Company other than for Cause (as defined in the Morken Agreement) or if Mr. Morken resigns for Good Reason (as defined in the Morken Agreement) (either, a “Morken Qualifying Termination”), then, subject to his execution of a general release of claims in our favor, Mr. Morken will receive (i) severance payments equal to 150% (or, if the Morken Qualifying Termination occurs within 12 months following a change in control of the Company or Mr. Morken resigns for any reason within 12 months following an Unapproved Change in Control, 300%) of his base salary, plus (ii) 150% (or, if the Morken Qualifying Termination occurs within 12 months following a change in control of the Company or Mr. Morken resigns for any reason within 12 months following an Unapproved Change in Control, 300%) of his target annual cash incentive bonus, payable over an 18 month period following the termination (or a 36 month period if the termination occurs within 12 months following a change in control of the Company). Mr. Morken will also be entitled to receive a healthcare stipend for 18 months (or 36 months if the Morken Qualifying Termination occurs within twelve months following a change in control or Mr. Morken resigns for any reason

within 12 months following an Unapproved Change in Control), grossed up for taxes, in an amount sufficient to facilitate his purchase of healthcare coverage and a lump sum amount equal to 18 months (or 36 months if the Morken Qualifying Termination occurs within twelve months following a change in control or Mr. Morken resigns for any reason within 12 months following an Unapproved Change in Control) of premiums for the term life insurance coverage then in effect.

The Morken Agreement provides that any then outstanding and unvested stock options or shares of restricted stock will immediately vest, and the options will be exercisable for the remainder of their full original term, upon the earliest of (i) Mr. Morken’s death during the term of the Morken Agreement, (ii) a change in control of the Company, or (iii) a Morken Qualifying Termination.

Mr. Morken has agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from competing with us or soliciting our employees or customers during his employment and for 12 months following termination of his employment.

If payments to Mr. Morken from us would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments would be reduced to the extent necessary to avoid the payment of any excess parachute payments and to avoid Mr. Morken being subject to the excise tax imposed by Section 4999 of the Code.

Mr. Morken has also entered into an Indemnification and Advancement Agreement with the Company.

Daryl E. Raiford

We entered into an employment agreement with Daryl E. Raiford on July 6, 2021, and an amendment to the employment agreement with Mr. Raiford on March 25, 2022 (collectively, as amended, the “Raiford Agreement”). The Raiford Agreement automatically renewed on December 31, 2023 and will automatically renew for additional one-year periods unless either Mr. Raiford or we give at least 60 days’ notice of non-renewal to the other party.

The Raiford Agreement entitles Mr. Raiford to receive a base salary and the opportunity to earn an annual performance-based bonus with a target of 75% of base salary, subject to the achievement of individual and company performance goals established by the compensation committee of the board of directors upon the recommendation of our Chief Executive Officer at the beginning of each calendar year.

If Mr. Raiford’s employment is terminated by the Company other than for Cause (as defined in the Raiford Agreement) or if Mr. Raiford resigns for Good Reason (as defined in the Raiford Agreement) (either, a “Raiford Qualifying Termination”), then, subject to his execution of a general release of claims in our favor, Mr. Raiford will receive (i) severance payments equal to 100% (or, if the Raiford Qualifying Termination occurs within 12 months following a change in control of the Company, 150%) of his base salary, plus (ii) 100% (or, if the Raiford Qualifying Termination occurs within 12 months following a change in control of the Company, 150%) of his target annual cash incentive bonus, payable over a 12 month period following the termination (or an 18 month period if the termination occurs within 12 months following a change in control of the Company). Mr. Raiford will also be entitled to receive a lump sum equal to twelve months (or eighteen months if the Raiford Qualifying Termination occurs within twelve months following a change in control) of premiums for basic medical insurance and the term life insurance coverage then in effect.

Upon a Raiford Qualifying Termination not in connection with a change in control, any unvested RSUs or other time-based equity award held by Mr. Raiford will become vested as to the portion (if any) that is scheduled to vest within the 6 months following Mr. Raiford’s termination. Any unvested RSUs or other time-based equity awards held by Mr. Raiford will become fully vested upon his death or upon change in control of the Company.

Mr. Raiford has agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from competing with us or soliciting our employees or customers during his employment and for 12 months following a termination of his employment.

If payments to Mr. Raiford from us would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments would be reduced to the extent necessary to avoid the payment of any excess parachute payments and to avoid Mr. Raiford being subject to the excise tax imposed by Section 4999 of the Code.

Mr. Raiford has also entered into an Indemnification and Advancement Agreement with the Company.

Anthony F. Bartolo

We entered into an employment agreement with Anthony F. Bartolo on February 22, 2022, and an amendment to the employment agreement with Mr. Bartolo on March 24, 2022 (collectively, as amended, the “Bartolo Agreement”). The Bartolo Agreement automatically renewed on December 31, 2022 and will automatically renew for additional one-year periods unless either Mr. Bartolo or we give at least 60 days’ notice of non-renewal to the other party.

The Bartolo Agreement entitles Mr. Bartolo to receive a base salary and the opportunity to earn an annual performance-based bonus with a target of 75% of base salary, subject to the achievement of individual and company performance goals established by the compensation committee of our board of directors upon the recommendation of our Chief Executive Officer at the beginning of each calendar year. Mr. Bartolo was granted an initial grant of RSUs in connection with his commencing employment with the Company. These initial RSUs vest in four equal annual installments following the date his employment with us commenced, subject to Mr. Bartolo’s continued service to the Company. The Bartolo Agreement also provides for a $700,000 signing bonus, which was paid as to 50% at the commencement of his employment with the Company, and the remaining 50% on the first anniversary thereof.

If Mr. Bartolo’s employment is terminated by the Company other than for Cause (as defined in the Bartolo Agreement) or if Mr. Bartolo resigns for Good Reason (as defined in the employment agreement) (either, a “Bartolo Qualifying Termination”), then, subject to his execution of a general release of claims in our favor, Mr. Bartolo will receive severance payments equal to (i) 100% (or, if the Bartolo Qualifying Termination occurs within 12 months following a change in control of the Company, 150%) of his base salary, plus (ii) 100% (or, if the Bartolo Qualifying Termination occurs within 12 months following a change in control of the Company, 150%) of his target annual cash incentive bonus, plus (iii) any unpaid portion of his signing bonus, plus (iv) a monthly healthcare stipend, grossed up for taxes, for premiums for medical insurance, payable over a 12 month period following the termination (or an 18 month period if the termination occurs within 12 months following a change in control of the Company).

Upon a Bartolo Qualifying Termination not in connection with a change in control, any unvested RSUs or other time-based equity award held by Mr. Bartolo will become vested as to the portion (if any) that is scheduled to vest within the 6 months following Mr. Bartolo’s termination. Any unvested RSUs or other time-based equity awards held by Mr. Bartolo will become fully vested upon his death or upon a change in control of the Company. If payments to Mr. Bartolo from us would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments would be reduced to the extent necessary to avoid the payment of any excess parachute payments and to avoid Mr. Bartolo being subject to the excise tax imposed by Section 4999 of the Code.

Mr. Bartolo has also entered into an Indemnification and Advancement Agreement with the Company.

R. Brandon Asbill

In connection with his commencement of employment with us, we entered into an offer letter agreement with R. Brandon Asbill, dated December 17, 2020 providing for Mr. Asbill’s base salary and bonus opportunity upon joining the Company.

On February 24, 2022, we entered into an employment agreement with Mr. Asbill (the “Asbill Agreement”), which supersedes the offer letter. The Asbill Agreement automatically renewed on December 31, 2023 and will automatically renew for additional one-year periods unless either Mr. Asbill or we give at least 60 days’ notice of non-renewal to the other party.

The Asbill Agreement entitles Mr. Asbill to receive a base salary and the opportunity to earn an annual performance-based bonus with a target of 50% of base salary, subject to the achievement of individual and company performance goals established by the compensation committee of the board of directors upon the recommendation of our Chief Executive Officer at the beginning of each calendar year.

If Mr. Asbill’s employment is terminated by the Company other than for Cause (as defined in the Asbill Agreement) or if Mr. Asbill resigns for Good Reason (as defined in the Asbill Agreement) (either, an “Asbill Qualifying Termination”), then, subject to his execution of a general release of claims in our favor Mr. Asbill will receive (i) severance payments equal to 100% of his base salary, plus (ii) 100% of his target annual cash incentive bonus, plus (iii) an amount sufficient to facilitate his purchase of health care coverage of his choice comparable to his then-current coverage for a period of 12 months, with a gross up for taxes, plus (iv) an amount sufficient to reimburse him for 12 months of premiums for the continuation of his term life insurance coverage then in effect, with a gross up for taxes. The severance payments will be payable over a 12 month period following Mr. Asbill’s termination.

Upon an Asbill Qualifying Termination not in connection with a change in control, any unvested RSUs or other time-based equity award held by Mr. Asbill will become vested as to the portion (if any) that is scheduled to vest within the 6 months following Mr. Asbill’s termination. Any unvested RSUs or other time-based equity awards held by Mr. Asbill will become fully vested upon his death or upon a Qualifying Termination within 12 months following a change in control of the Company.

Mr. Asbill has agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from competing with us or soliciting our employees or customers during his employment and for 12 months following termination of his employment.

If payments to Mr. Asbill from us would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments would be reduced to the extent necessary to avoid the payment of any excess parachute payments and to avoid Mr. Asbill being subject to the excise tax imposed by Section 4999 of the Code.

Mr. Asbill has also entered into an Indemnification and Advancement Agreement with the Company.

Rebecca G. Bottorff

We entered into an employment agreement with Rebecca G. Bottorff on December 6, 2019 (the “Bottorff Agreement”), which automatically renewed on December 31, 2023 and which will automatically renew for additional one-year periods unless either Ms. Bottorff or we give at least 60 days’ notice of non-renewal to the other party.

The Bottorff Agreement entitles Ms. Bottorff to receive a base salary and the opportunity to earn an annual performance-based bonus with a target of 50% of base salary, subject to the achievement of individual and company performance goals established by the compensation committee of our board of directors upon the recommendation of our Chief Executive Officer at the beginning of each calendar year.

If Ms. Bottorff’s employment is terminated by the Company other than for Cause (as defined in the Bottorff Agreement) or if Ms. Bottorff resigns for Good Reason (as defined in the Bottorff Agreement), then, subject to her execution of a general release of claims in our favor Ms. Bottorff will receive (i) severance payments equal to 100% of her base salary, plus (ii) 100% of her target annual cash incentive bonus, plus (iii) an amount sufficient to facilitate her purchase of health care coverage of her choice comparable to her then-current coverage for a period of 12 months. The severance payments will be payable over a 12 month period following Ms. Bottorff’s termination. In addition, Ms. Bottorff will also be entitled to receive a lump sum equal to twelve months of premiums for the term life insurance coverage then in effect for Ms. Bottorff.

Under the Bottorff Agreement, any unvested restricted stock or stock options held by Ms. Bottorff will vest in full upon her death or upon a change in control of the Company.

Ms. Bottorff has agreed to refrain from disclosing our confidential information during or at any time following her employment with us and from competing with us or soliciting our employees or customers during her employment and for 12 months following termination of her employment.

If payments to Ms. Bottorff from us would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments would be reduced to the extent necessary to avoid the payment of any excess parachute payments and to avoid Ms. Bottorff being subject to the excise tax imposed by Section 4999 of the Code.

Ms. Bottorff has also entered into an Indemnification and Advancement Agreement with the Company.

Equity Benefit Plans

For more information on our current equity compensation program and decisions regarding the grants of equity awards in 2023 for our named executive officers, see “Compensation Discussion and Analysis – 2023 Executive Compensation Program – Annual Performance Bonus” and “Compensation Discussion and Analysis – 2023 Executive Compensation Program – Equity Awards.”

Other Features of Our Executive Compensation Program

401(k) Plan, Welfare and Health Benefits

We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may make voluntary contributions from their eligible pay, up to certain applicable annual limits set by the Internal Revenue Code of 1986, as amended (the “Code”). In 2023, we matched 100% of employee contributions, up to 4% of earnings with an annual maximum company matching contribution of $12,200 in matching contributions per calendar year for each employee. Such employee contributions are immediately and fully vested; Company matching contributions vest over three years ratably. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code.

In addition, we provide other benefits to our executive officers, including the named executive officers, on the same basis as to all of our full-time employees. These benefits include, but are not limited to, medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans.

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

We do not currently view perquisites or other personal benefits as a significant component of our executive compensation program. We do not generally provide perquisites or other personal benefits to our executive officers, including the named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. However, we pay the premiums for term life insurance and disability insurance, subject to certain limitations, for all of our full-time employees, including our named executive officers.

In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee.

Tax and Accounting Implications

Accounting for Stock-Based Compensation

Under Financial Accounting Standard Board ASC Topic 718 (“ASC 718”), we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.

Deductibility of Executive Compensation

Under Section 162(m) of the Code, a public company generally may not deduct compensation in excess of $1 million paid to its Chief Executive Officer and other covered officers. In determining the form and amount of compensation for our Chief Executive Officer and other named executive officers, our compensation committee considers a variety of factors and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program, even if the compensation is not deductible by us for tax purposes.

Clawback Matters and Insider Trading Policy

Clawback Policy

In October 2023, we adopted a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) to comply with Rule 10D-1 of the Exchange Act and corresponding NASDAQ listing standards. In the event we are required to restate our financial results, the Clawback Policy mandates we recover any portion of incentive-based compensation that was erroneously received by any current or former executive officer of the Company within the three fiscal years preceding such restatement, to the extent the amount of that compensation exceeds what such executive officer would have received based on our restated financial results.

Policy Prohibiting Hedging and Pledging of Our Equity Securities

Our insider trading policy prohibits all of our employees (including our executive officers), directors, consultants and contractors from engaging in short sales, hedging of stock ownership positions, and transactions involving derivative securities relating to our common stock. In addition, none of our employees (including our executive officers), directors, consultants or contractors may pledge our securities as collateral for loans or hold our securities in margin accounts.

Analysis of Risks Presented by our Compensation Policies and Programs

The compensation committee has reviewed our compensation policies and practices to assess whether they encourage employees to take inappropriate risks. The compensation committee has reviewed and assessed our compensation philosophy, terms and practices, including the mix of fixed and variable, short and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice. The compensation committee believes the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; rather, it believes the mix of short-term compensation (in the form of salary and annual bonus, if any, which is based on a variety of performance factors) and long-term compensation (in the form of stock options or RSUs) prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our stockholders. Our insider trading policy and prohibition against hedging and pledging of our stock also protect against short-term decision making.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with members of management. Based on such review and discussion, the compensation committee has recommended to the board of directors that the section titled “Executive Compensation” be included in this proxy statement.

Respectfully submitted by the members of the compensation committee of the board of directors:

Compensation Committee

Douglas A. Suriano, Chairman

Brian D. Bailey

John C. Murdock

Lukas M. Roush

EXECUTIVE COMPENSATION INFORMATION

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2023, 2022 and 2021:

2023 Summary Compensation Table


Name and Principal Position	Year		Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾		Total ($)

David A. Morken		2023		516,476		—		1,443,445	—		15,714		1,975,635
Chief Executive Officer		2022		494,235		—		3,770,123	514,993		20,141		4,799,492
Chief Executive Officer		2021		470,700		—		2,429,906	464,110		19,968		3,384,684
Daryl E. Raiford⁽⁵⁾		2023		437,750		—		2,462,983	—		19,378		2,920,111
Chief Financial Officer		2022		425,000		—		2,277,598	335,459		12,200		3,050,257
Chief Financial Officer		2021		201,231		—		2,413,539	188,018		16,694		2,819,481
Anthony F. Bartolo		2023		420,000		350,000		980,283	—		15,270		1,765,552
Chief Operating Officer		2022		335,185		350,000		3,519,946	273,444		13,136		4,491,711
R. Brandon Asbill		2023		371,505		—		709,538	—		16,657		1,097,701
General Counsel		2022		357,216		—		1,434,939	185,179		13,874		1,991,208
General Counsel		2021		300,917		—		909,401	181,796		10,988		1,403,102
Rebecca G. Bottorff⁽⁶⁾		2023		367,254				946,742	—		16,689		1,330,685
Chief People Officer		2022		351,439		—		1,186,696	186,762		14,778		1,739,675
		2021		316,517		—		466,633	198,535		14,470		996,155

⁽¹⁾

The amount in this column for each of 2022 and 2023 represents a $350,000 installment of a $700,000 signing bonus paid to Mr. Bartolo. See “Compensation Discussion and Analysis – Employment Agreements with our Named Executive Officers” for further details.

⁽²⁾

Amounts in this column reflect the aggregate grant date fair value of the shares underlying RSUs granted in the applicable year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for stock-based compensation transactions. The assumptions we used in valuing these equity awards are described in Note 11 to our consolidated financial statements included in our Annual Report and do not necessarily correspond to the actual economic value recognized or that may be recognized by the named executive officers. The amounts in this column for the 2023 fiscal year include amounts earned by the named executive officers under our 2023 MBO Bonus Plan and paid in the form of fully vested shares of Class A common stock issued to the named executive officers on March 1, 2024 with a grant date value equal to 110% of the amount earned. See “Compensation Discussion and Analysis – 2023 Executive Compensation Program – Annual Performance Bonus” for further information.

⁽³⁾

Amounts in this column for each of the 2022 and 2021 fiscal years represent amounts earned by the named executive officers under our MBO Bonus Plan with respect to such fiscal year, but paid in the subsequent fiscal year in cash. See “Compensation Discussion and Analysis – 2023 Executive Compensation Program – Annual Performance Bonus” for further information.

⁽⁴⁾

Amounts in this column for 2023 represent premiums for supplemental disability insurance coverage paid by the Company and matching contributions to our 401(k) savings plan made by the Company on the named executive officer’s behalf. See “Compensation Discussion and Analysis – Other Features of Our Executive Compensation Program” for more information on premiums for supplemental disability insurance coverage paid by the Company and matching contributions to our 401(k) savings plan.

⁽⁵⁾

Amounts in the “Stock Awards” column for 2023 for Mr. Raiford include RSUs having an aggregate value as of the grant date of $1,500,000 awarded to Mr. Raiford in May 2023.

⁽⁶⁾

Amounts in the “Stock Awards” column for 2023 for Ms. Bottorff include RSUs having an aggregate value as of the grant date of $250,000 awarded to Ms. Bottorff in November 2023 in recognition of Ms. Bottorff’s leadership over several years in the planning, design and development of, and our relocation to, our new global headquarters campus in Raleigh, North Carolina.

2023 Grants of Plan-Based Awards

The following table shows certain information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2023.

Grants of Plan-Based Awards in Fiscal 2023


Name	Grant Type	Grant Date	Estimated Possible Payouts Under Equity Incentive Plan Awards⁽¹⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽²⁾	Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾
Name	Grant Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)		Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾

David A. Morken	MBO Bonus Plan	12/31/23	485,476	568,124	850,535	—	—
	RSU Grant	11/28/23	—	—	—	92,725	983,068

Daryl E. Raiford	MBO Bonus Plan	12/31/23	308,779	361,144	541,717	—	—
	RSU Grant	5/30/23	—	—	—	127,226	1,407,692
	RSU Grant	11/28/23	—	—	—	68,767	729,066

Anthony F. Bartolo	MBO Bonus Plan	12/31/23	296,258	346,500	519,750	—	—
	RSU Grant	11/28/23	—	—	—	65,978	699,497

R. Brandon Asbill	MBO Bonus Plan	12/31/23	174,701	204,328	306,285	—	—
	RSU Grant	11/28/23	—	—	—	50,023	530,342

Rebecca G. Bottorff	MBO Bonus Plan	12/31/23	172,701	201,990	302,985	—	—
	RSU Grant	8/28/23	—	—	—	17,844	236,461
	RSU Grant	11/28/23	—	—	—	49,451	524,278

⁽¹⁾

The amounts set forth in these columns represent the threshold, target and maximum bonus amounts for each named executive officer for fiscal year 2023 under our 2023 MBO Bonus Plan, assuming an individual achievement score of 100%, and do not represent either additional or actual compensation earned by the named executive officers for the year ended December 31, 2023. The amount of the actual payments under the 2023 MBO Bonus Plan are included in the “Stock Awards” column of the “Summary Compensation Table” above, as such payments were made in the form of fully vested shares of Class A common stock issued to the named executive officers on March 1, 2024 with a grant date value of 110% of the amount earned by the named executive officers under the 2023 MBO Bonus Plan. For more information about our 2023 MBO Bonus Plan, see “Compensation Discussion and Analysis – 2023 Executive Compensation Program – Annual Performance Bonus.”

⁽²⁾

Represent RSUs granted under our 2017 Plan. RSUs granted on May 30, 2023 to Mr. Raiford vest as follows: (1) one-third on May 30, 2024; and (2) remaining two-thirds quarterly thereafter on each of August 30, 2024, November 30, 2024, March 2, 2025, May 30, 2025, August 30, 2025, November 30, 2025, March 2, 2026, and May 30, 2026. RSUs granted on August 28, 2023 to Ms. Bottorff vest as follows: (1) one-third on August 28, 2024; and (2) remaining two-thirds quarterly thereafter on each of November 28, 2024, February 28, 2025, May 28, 2025, August 28, 2025, November 28, 2025, February 28, 2026, May 28, 2026, and August 28, 2026. The RSUs granted on November 28, 2023 to each of Mr. Morken, Mr. Raiford, Mr. Bartolo, Mr. Asbill, and Ms. Bottorff vest as follows: (1) one-third on November 28, 2024; and (2) remaining two-thirds quarterly thereafter on each of February 28, 2025, May 28, 2025, August 28, 2025, November 28, 2026, February 28, 2026, May 28, 2026, August 28, 2026, and November 28, 2026, in each case subject to the officer’s continued service with us through the applicable vesting date. See “Compensation Discussion and Analysis – 2023 Executive Compensation Program – Equity Awards” for additional information about these awards.

⁽³⁾

The dollar amounts in this column represent the aggregate grant date fair value of RSUs granted to the named executive officers in fiscal year 2023. These amounts have been calculated in accordance with ASC 718. The assumptions we used in valuing these awards are described in Note 11 to our consolidated financial statements included in our Annual Report, and do not necessarily correspond to the actual economic value recognized or that may be recognized by our named executive officers.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table sets forth certain information about outstanding and unexercised stock options and unvested RSUs for each named executive officer as of December 31, 2023.

Outstanding Equity Awards at December 31, 2023


		Stock Awards
Executive	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares of Units of Stock that Have Not Vested ($)⁽¹⁾

David A. Morken	1/2/2020⁽²⁾	2,102	30,416
	1/2/2020⁽³⁾	4,632	67,025
	11/2/2020⁽⁴⁾	317	4,587
	1/2/2021⁽⁵⁾	2,042	29,548
	1/2/2021⁽⁶⁾	5,071	73,377
	1/3/2022⁽⁷⁾	8,751	126,627
	1/3/2022⁽⁸⁾	16,459	238,162
	11/28/2022⁽⁹⁾	33,889	490,374
	11/28/2023⁽¹⁰⁾	92,725	1,341,731
	12/31/2023⁽¹⁶⁾	22,251	321,972

Daryl E. Raiford	7/21/2021⁽¹¹⁾	9,380	135,729
	1/3/2022⁽⁷⁾	6,584	95,270
	1/3/2022⁽⁸⁾	6,538	94,605
	11/28/2022⁽⁹⁾	25,133	363,675
	5/30/2023⁽¹²⁾	127,226	1,840,960
	11/28/2023⁽¹⁰⁾	68,767	995,058
	12/31/2023⁽¹⁶⁾	15,757	228,004

Anthony F. Bartolo	3/21/2022⁽¹³⁾	78,288	1,132,827
	11/28/2022⁽⁹⁾	24,114	348,930

	11/28/2023⁽¹⁰⁾	65,978	954,702
	12/31/2023⁽¹⁶⁾	13,571	196,372

R. Brandon Asbill	1/18/2021⁽¹⁴⁾	2,905	42,035
	1/3/2022⁽⁷⁾	4,744	68,646
	1/3/2022⁽⁸⁾	2,463	35,640
	11/28/2022⁽⁹⁾	18,283	264,555
	11/28/2023⁽¹⁰⁾	50,023	723,833
	12/31/2023⁽¹⁶⁾	8,661	125,325

Rebecca G. Bottorff	1/2/2020⁽²⁾	1,141	16,510
	11/2/2020⁽⁴⁾	106	1,534
	1/2/2021⁽⁵⁾	1,030	14,904
	1/3/2022⁽⁷⁾	4,667	67,531
	11/28/2022⁽⁹⁾	18,073	261,516
	8/28/2023⁽¹⁵⁾	17,844	258,203
	11/28/2023⁽¹⁰⁾	49,451	715,556
	12/31/2023⁽¹⁶⁾	8,990	130,085

⁽¹⁾

The value of the RSUs shown in the table is calculated using a closing price of our Class A common stock as reported on the Nasdaq Global Select Market on December 29, 2023 (the last trading day of 2023), which was $14.47.

⁽²⁾

RSUs vest as follows: (1) 12.5% quarterly on each of March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020; and (2) approximately 16.7% annually thereafter on January 2, 2022, January 2, 2023, and January 2, 2024, in each case subject to the officer’s continued service with us through the applicable vesting date.

⁽³⁾

RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on January 2, 2021, subject to Mr. Morken’s continued service with us through the applicable vesting date.

⁽⁴⁾

RSUs vest as follows: (1) 12.5% quarterly on each of February 2, 2021, May 2, 2021, August 2, 2021, and November 2, 2021; and (2) approximately 16.7% annually thereafter on November 2, 2023, November 2, 2024, and November 2, 2025, in each case subject to the officer’s continued service with us through the applicable vesting date.

⁽⁵⁾

RSUs vest as follows: (1) 12.5% quarterly on each of March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021; and (2) approximately 16.7% annually thereafter on January 2, 2023, January 2, 2024, and January 2, 2025, in each case subject to the officer’s continued service with us through the applicable vesting date.

⁽⁶⁾

RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on January 2, 2022, subject to Mr. Morken’s continued service with us through the applicable vesting date.

⁽⁷⁾

RSUs vest as follows: (1) 12.5% quarterly on each of March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022; and (2) approximately 16.7% annually thereafter on January 3, 2024, January 3, 2025, and January 3, 2026, in each case subject to the officer’s continued service with us through the applicable vesting date.

⁽⁸⁾

RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on January 3, 2023, subject to the officer’s continued service with us through the applicable vesting date.

⁽⁹⁾

RSUs vest as follows: (1) one-third on November 28, 2023; and (2) remaining two-thirds quarterly thereafter on each of February 28, 2024, May 28, 2024, August 28, 2024, November 28, 2024, February 28, 2025, May 28, 2025, August 28, 2025, and November 28, 2025, in each case subject to the officer’s continued service with us through the applicable vesting date.

⁽¹⁰⁾

RSUs vest as follows: (1) one-third on November 28, 2024; and (2) remaining two-thirds quarterly thereafter on each of February 28, 2025, May 28, 2025, August 28, 2025, November 28, 2025, February 28, 2026, May 28, 2026, August 28, 2026, and November 28, 2026, in each case subject to the officer’s continued service with us through the applicable vesting date.

⁽¹¹⁾

RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on July 21, 2022, subject to Mr. Raiford’s continued service with us through the applicable vesting date.

⁽¹²⁾

RSUs vest as follows: (1) one-third on May 30, 2024; and (2) remaining two-thirds quarterly thereafter on each of August 30, 2024, November 30, 2024, March 2, 2025, May 30, 2025, August 30, 2025, November 30, 2025, March 2, 2026, and May 30, 2026, subject to Mr. Raiford’s continued service with us through the applicable vesting date.

⁽¹³⁾

RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on March 21, 2023, subject to Mr. Bartolo’s continued service with us through the applicable vesting date.

⁽¹⁴⁾

RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on January 18, 2022, subject to Mr. Asbill’s continued service with us through the applicable vesting date.

⁽¹⁵⁾

RSUs vest as follows: (1) one-third on August 28, 2024; and (2) remaining two-thirds quarterly thereafter on each of November 28, 2024, February 28, 2025, May 28, 2025, August 28, 2025, November 28, 2025, February 28, 2026, May 28, 2026, and August 28, 2026, subject to Ms. Bottorff’s continued service with us through the applicable vesting date.

⁽¹⁶⁾

Reflects the number of fully-vested shares of Class A common stock granted to each named executive officer on March 1, 2024 in respect of amounts earned by such named executive officer for fiscal year 2023 under our 2023 MBO Bonus Plan. The market value set forth in this table does not correspond to the actual economic value recognized by such named executive officer upon issuance of such shares. For more information about our 2023 MBO Bonus Plan, see “Compensation Discussion and Analysis – 2023 Executive Compensation Program – Annual Performance Bonus” and the Summary Compensation Table in this proxy statement.

Option Exercises and Stock Vested in 2023

The following table shows, for our named executive officers, the number of shares of our Class A common stock acquired upon the vesting of RSUs during the fiscal year ended December 31, 2023. No shares of our Class A common stock were acquired upon the exercise of stock options during the fiscal year ended December 31, 2023.


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽¹⁾

David A. Morken		31,479		637,478

Daryl E. Raiford		18,771		255,268

Anthony F. Bartolo		30,227		542,717

R. Brandon Asbill		10,620		150,267

Rebecca G. Bottorff		13,042		181,685

⁽¹⁾

The value realized on vesting of the RSUs is calculated by multiplying the number of shares vested by the closing price of our Class A common stock as reported on the Nasdaq Global Select Market on the applicable vesting dates.

2023 Pension Benefits

None of our named executive officers participated in any defined benefit pension plans in 2023.

2023 Nonqualified Deferred Compensation

None of our named executive officers participated in any non-qualified deferred compensation plans in 2023.

Potential Payments upon Termination or Change in Control

The following table provides an estimate of the value of the compensation and benefits due to each of our named executive officers assuming a termination resulting from death, a change in control, a termination not in connection with a change in control, and a termination in connection with a change in control, effective as of December 31, 2023, under our agreements with each of our named executive officers. (See “Employment Agreements with Named Executive Officers” above.) The actual amounts to be paid can only be determined at the time of such event. We determined the value of the accelerated vesting of RSUs based on a per share price of $14.47, which was the closing price of our Class A common stock on the NASDAQ Global Select Market on December 29, 2023.


Named Executive Officer	Death ($)⁽¹⁾		Change in Control ($)⁽²⁾		Termination Not In Connection with a Change in Control ($)⁽³⁾		Termination in Connection with a Change in Control ($)⁽⁴⁾
David A. Morken:

● Cash Severance		—		—		1,549,427		3,098,853

● Benefits continuation		—		—		65,724		131,447

● Value of accelerated RSUs		2,401,846		2,401,846		2,401,846		2,401,846
Daryl E. Raiford

● Cash Severance		—		—		766,063		1,149,094

● Benefits continuation		—		—		28,540		42,809

● Value of accelerated RSUs		3,525,297		3,525,297		767,836		3,525,297
Anthony Bartolo

● Cash Severance		—		—		735,000		1,102,500

● Benefits continuation		—		—		41,775		62,662

● Value of accelerated RSUs		2,436,459		2,436,459		464,834		2,436,459
R. Brandon Asbill

● Cash Severance		—		—		557,258		557,258

● Benefits continuation		—		—		1,470		1,470

● Value of accelerated RSUs		1,134,708		—		121,910		1,134,708
Rebecca G. Bottorff

● Cash Severance		—		—		550,881		550,881

● Benefits continuation⁽⁵⁾		—		—		28,357		28,357

● Value of accelerated RSUs		1,335,755		1,335,755		—		1,335,755

⁽¹⁾

All RSUs vest upon death of the named executive officer pursuant to his or her employment agreement.

⁽²⁾

All RSUs held by the named executive officers, other than Mr. Asbill, vest in full upon a change in control of the Company.

⁽³⁾

Assumes a resignation by the named executive officer for “good reason” or a termination by the Company “without cause”, as defined in each named executive officer’s employment agreement.

⁽⁴⁾

Assumes a resignation by the named executive officer for “good reason” or a termination by the Company “without cause” within 12 months following a change in control; provided, that with respect to Mr. Morken, his resignation may be for any reason within 12 months following a change in control not approved by a majority of the Company’s board of directors.

⁽⁵⁾

For Ms. Bottorff, benefits continuation payments are applicable only in connection with her termination by the Company “without cause” and not for her resignation for “good reason”.

2023 CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of Mr. Morken, our Chief Executive Officer, to the annual total compensation of our median employee (as described below).

Below is (i) the 2023 annual total compensation of our CEO, (ii) the 2023 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio:



CEO Annual Total Compensation*	$	1,975,635

Median Employee Annual Total Compensation	$	117,518

CEO to Median Employee Pay Ratio		17:1

*	This annual total compensation corresponds to the total compensation figure for Mr. Morken in the Summary Compensation Table.

Methodology

We used the following methodology to determine our 2023 CEO Pay Ratio:

●

We Determined the Employee Population. We began with our global employee population (excluding our CEO) as of December 31, 2023, including full-time, part-time, and seasonal or temporary workers, employed by our company or consolidated subsidiaries. We also excluded third-party contractors and consultants in accordance with SEC rules.

●

We Identified the Median Employee. We calculated compensation for each employee as (a) annual base salary as of December 31, 2023, plus (b) bonus payments earned in 2023 (paid in March 2024), plus (c) equity awards granted in 2023, plus (d) any commission or short-term incentive payments earned in 2023. We excluded employer health insurance contributions and the value of other benefits, consistent with the methodology used in our Summary Compensation Table. We converted the compensation of employees outside of the United States to United States Dollars, and we made no adjustments for cost of living. For employees who were employed on December 31, 2023 but who were not employed for all of 2023, we annualized compensation paid to such employees during 2023. Using this methodology, we identified the median employee.

●

We Calculated the Compensation of the Median Employee. Our median employee’s annual total compensation for 2023, calculated in a manner consistent with the methodology used to prepare the Summary Compensation Table, was $117,518.

●

We Calculated the Compensation of our CEO. Our CEO’s annual total compensation, which is equal to the amount reported in the 2023 Summary Compensation Table, was $1,975,635.

●

We Calculated the 2023 CEO Pay Ratio. We calculated our 2023 CEO Pay Ratio by dividing (a) our CEO’s annual total compensation for 2023 by (b) our median employee’s annual total compensation for 2023.

Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our records and the methodology described above. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

PAY VERSUS PERFORMANCE

2023 Pay Versus Performance Table

The following table sets forth information concerning the compensation of our named executive officers (“

NEOs

”) for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year:


Year	Summary Compensation Table Total for PEO ($)		Compensation Actually Paid to PEO ($) (1)			Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($) (1)		Value of Initial Fixed $100 Investment Based on:				Net Income ($)			Adjusted EBITDA ($)
Year	Summary Compensation Table Total for PEO ($)		Compensation Actually Paid to PEO ($) (1)					Average Compensation Actually Paid to Non-PEO NEOs ($) (1)		Total Shareholder Return ($)		Peer Group Total Shareholder Return ($) (2)		Net Income ($)			Adjusted EBITDA ($)
2023		1,975,635		1,477,924			1,778,512		1,499,184		22.59		210.85		(16,343,000	)		48,170,000
2022		4,799,492		1,377,062			2,818,213		1,899,901		35.83		134.82		19,570,000			34,618,000
2021		3,384,684		(670,833	)		1,594,716		54,250		112.04		189.64		(27,362,000	)		49,600,000
2020		3,703,155		8,980,482			1,377,243		4,174,765		239.92		142.21		(43,977,000	)		26,176,000

(1)

Amounts represent compensation actually paid to our chief executive officer (“

PEO

”) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:


Year	PEO	Non-PEO NEOs
2023	David A. Morken	Daryl E. Raiford, Anthony F. Bartolo, R. Brandon Asbill, and Rebecca G. Bottorff
2022	David A. Morken	Daryl E. Raiford, Anthony F. Bartolo, R. Brandon Asbill, and Rebecca G. Bottorff
2021	David A. Morken	Daryl E. Raiford, Jeffrey A. Hoffman, R. Brandon Asbill, Rebecca G. Bottorff, and Scott Mullen
2020	David A. Morken	Jeffrey A. Hoffman, W. Christopher Matton, Noreen Allen and Rebecca G. Bottorff

Table of Contents

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as set forth below with respect to the 2023 fiscal year:


	2023
Adjustments	PEO	Average Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	(983,068)	(1,031,834)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	1,341,731	1,372,078
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date	—	—
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	(621,270)	(431,312)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	(235,104)	(188,260)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	—	—
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date	—	—
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY	—	—
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY	—	—
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	—	—
TOTAL ADJUSTMENTS	(497,711)	(279,328

SEC Form DEF 14A filed by Bandwidth Inc.