Document

DEF 14A 1 definitiveproxystatement.htm DEFINITIVE PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under 240.14a-12

COUPA SOFTWARE INCORPORATED

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

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

Table of Contents

April 11, 2022

You are cordially invited to virtually attend the 2022 Annual Meeting of Stockholders of Coupa Software Incorporated that will be held on Wednesday, May 25, 2022 at 12:00 p.m. Pacific Time.

Details regarding the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our fiscal 2022 Annual Report. We encourage you to read this information carefully.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card, if you have requested one. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you virtually attend our webcast of the meeting. Please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail regarding each of these voting options.

Thank you for your ongoing support of Coupa.


			Very truly yours,

			Robert Bernshteyn
			Chief Executive Officer, Director and Chair of the Board

Table of Contents

COUPA SOFTWARE INCORPORATED

1855 S. Grant Street

San Mateo, CA 94402

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2022 annual meeting of stockholders of Coupa Software Incorporated will be held at the date, time and place indicated below.


Time and Date:						Wednesday, May 25, 2022 at 12:00 p.m. Pacific Time.

Place:						Live webcast at www.virtualshareholdermeeting.com/COUP2022. Please see additional information about our virtual meeting in the section entitled Questions and Answers About this Proxy Statement, the Annual Meeting and Voting Procedures beginning on page 1.

Items of Business:						1)To elect the three directors named in the proxy statement accompanying this notice to serve as the Class III directors until the annual meeting held in 2025 and until their successors are duly elected and qualified. 2)To ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending January 31, 2023. 3)To hold an advisory (non-binding) vote to approve named executive officer compensation. These items of business are more fully described in the proxy statement accompanying this notice.

Adjournments and Postponements:						Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Record Date:						You are entitled to vote if you were a stockholder of record as of the close of business on March 29, 2022.

Voting:						Your vote is very important. Whether or not you plan to virtually attend the annual meeting, we encourage you to read the proxy statement and vote on the Internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers About This Proxy Statement, the Annual Meeting and Voting Procedures.

A Notice of Internet Availability of Proxy Materials (Notice) will be mailed to stockholders of record on or about April 13, 2022. The Notice contains instructions on how to access our proxy statement for our 2022 Annual Meeting of Stockholders and our fiscal 2022 annual report to stockholders on Form 10-K (together, the proxy materials). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of the proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.proxyvote.com.

Table of Contents

If you have any questions regarding this information or the proxy materials, please visit our website at http://investors.coupa.com or contact our investor relations department at ir@coupa.com.

All stockholders are cordially invited to virtually attend the webcast of the Annual Meeting.


			By order of the board of directors,

			Robert Bernshteyn Chief Executive Officer, Director and Chair of the Board

This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about April 13, 2022.

Table of Contents

TABLE OF CONTENTS


						Page
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT, THE ANNUAL MEETING AND VOTING PROCEDURES						1

About this Proxy Statement						1
Regarding Voting Procedures						2
Regarding the Annual Meeting						3

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON M AY 2 5, 2022						4

PROXY STATEMENT SUMMARY						5

BOARD OF DIRECTORS & CORPORATE GOVERNANCE						8

Governance Framework						8
Code of Conduct						8
Board Structure, Size and Composition						9
Director Independence						10
Board Leadership Structure						11
Board Committees						11
Identifying and Evaluating Director Candidates						14
Meetings of the Board of Directors						15
Board Oversight of Risk						16
Director Compensation						16
Stockholder Communications with the Board of Directors						18
PROPOSAL ONE—ELECTION OF DIRECTORS						18

OUR CULTURE, VALUES AND ESG PROGRAM						24

Culture and Values						24
Environmental, Social, Governance (ESG)						24
Impact of Our Core Business						25
Coupa Cares						26
Diversity, Equity, and Inclusion						27
Environmental Sustainability						27

AUDIT COMMITTEE MATTERS						28

PROPOSAL TWO—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						28
Audit Committee Report						30

EXECUTIVE OFFICER COMPENSATION						31

Table of Contents


Information about our Executive Officers						31
Compensation Discussion and Analysis						32
Compensation Committee Report						49
Fiscal 2022 Summary Compensation Table						49
Fiscal 2022 Grants of Plan-Based Awards Table						50
Outstanding Equity Awards at 2022 Fiscal Year-End Table						51
Fiscal 2022 Option Exercises and Stock Vested Table						53
Fiscal 2022 Potential Payments Upon Termination or Change in Control Benefits						53
CEO Pay Ratio Disclosure						55
PROPOSAL THREE—ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION						57
Equity Compensation Plan Information						58

STOCK OWNERSHIP INFORMATION						59

Security Ownership of Certain Beneficial Owners and Management						59
Delinquent Section 16(a) Reports						61

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS						62

Transactions Since Beginning of Fiscal 2022						62
Policies and Procedures for Related Party Transactions						62

PROCEDURAL MATTERS						64

Annual Meeting						64
Voting						65
Costs of Solicitation						67
Inspector of E lections						68
Additional Information about the Proxy Materials						68

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS						69

OTHER MATTERS						70

Table of Contents

Questions and Answers About this Proxy Statement, the Annual Meeting and Voting Procedures

This proxy statement is furnished in connection with solicitation of proxies by our board of directors for use at the 2022 annual meeting of stockholders (the “Annual Meeting”) to be held at 12:00 p.m. Pacific Time on Wednesday, May 25, 2022, and any postponements or adjournments thereof.

The Annual Meeting will be held exclusively via live webcast. The Annual Meeting will be accessible at www.virtualshareholdermeeting.com/COUP2022. Stockholders will be able to attend the Annual Meeting, vote shares electronically, listen to the proceedings and submit questions, all via the live webcast.

To attend the Annual Meeting via the live webcast, you will need the 16-digit control number that appears on the proxy card or on the voting instructions that accompanied your proxy materials. Additional directions for participating in the Annual Meeting are available at the website identified above. We encourage stockholders to allow ample time for online check-in. Please note that because the Annual Meeting is being held via live webcast, stockholders will not be able to attend the Annual Meeting in person.

Beginning on or about April 13, 2022, we will mail to our stockholders of record a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials. As used in this proxy statement, the terms “Coupa,” the ‘‘Company,’’ “we,” “us,” and “our” mean Coupa Software Incorporated and its subsidiaries unless the context indicates otherwise.

The information included in this Question and Answer section is explained in more detail towards the end of this Proxy Statement in the section entitled “Procedural Matters.”

ABOUT THIS PROXY STATEMENT


Q:			Why am I receiving these proxy materials?

A:			You are receiving these proxy materials from us because you were a stockholder of record at the close of business on March 29, 2022 (the “Record Date”). Our board of directors is providing these proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting to be held on Wednesday, May 25, 2022 at 12:00 p.m. Pacific Time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth herein. The notice of Annual Meeting, this proxy statement and accompanying form of proxy card are being made available to you on or about April 13, 2022. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

Q:			What is included in the proxy materials?

A:			The proxy materials include: •This proxy statement for the Annual Meeting; •Our fiscal 2022 Annual Report to Stockholders, which consists of our Annual Report on Form 10-K for the year ended January 31, 2022; and •The proxy card or a voting instruction form for the Annual Meeting, if you have requested that the proxy materials be mailed to you.

Table of Contents



Q:			What information is contained in this proxy statement?

A:			The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance, and certain other required information.

Q:			How can I get electronic access to the proxy materials?

A:			Our proxy materials are available at www.proxyvote.com and at http://investors.coupa.com. Our website addresses in this proxy statement are included as inactive textual references only. The information contained on or accessible through these websites is not incorporated by reference into this proxy statement.

			Important—You can find directions on how to instruct us to send future proxy materials to you by email at www.proxyvote.com.
			We strongly encourage you to consider choosing to receive future proxy materials by email. Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

REGARDING VOTING PROCEDURES


Q:			How can I vote my shares at the Annual Meeting?

A:			Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting. Shares held beneficially in street name may be voted at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card, if you have requested one, or follow the voting directions described below, so that your vote will be counted if you later decide not to attend the meeting.

Q:			How can I vote my shares without attending the Annual Meeting?

A:			Stockholder of record—If you are a stockholder of record, there are three ways to vote without attending the Annual Meeting: •Via the Internet—You may vote by proxy via the Internet by following the instructions provided in the Notice or, if you requested printed copies of the proxy materials by mail, by following the instructions provided in the proxy card. •By Telephone—You may vote by proxy via telephone by following the instructions provided in the Notice or, if you requested printed copies of the proxy materials via mail, by calling the toll-free number found on the proxy card. •By Mail—If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided. Beneficial owners—If you are a beneficial owner holding shares through a bank, broker or other nominee, please refer to your Notice or other information forwarded by your bank or broker to see which voting options are available to you.

Table of Contents

REGARDING THE ANNUAL MEETING


Q:			How will the Annual Meeting be conducted?

A:			The Annual Meeting will be held exclusively online via live webcast. While you will not be able to attend the meeting at a physical location, we are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting, including voting shares electronically and submitting questions during the virtual meeting. As in prior years, shareholders will also be able to vote prior to the virtual meeting. We are excited to continue employing the latest technology to provide expanded access, allowing shareholders to participate from any location around the world, at no cost to them.

Q:			Can I attend the Annual Meeting?

A:			So long as you were a stockholder of record or a beneficial owner as of March 29, 2022, you are invited to virtually attend the Annual Meeting, which will be held exclusively via live webcast. Online check-in begins at approximately 11:45 a.m. Pacific Time on the date of the Annual Meeting at www.virtualshareholdermeeting.com/COUP2022. You will also be required to provide the 16-digit control number that appears on the proxy card or on the voting instructions provided. The meeting will begin promptly at 12:00 p.m. Pacific Time.

Q:			What proposals will be voted on at the Annual Meeting?

A:			At the Annual Meeting, stockholders will be asked to vote: (1)To elect the three directors identified in this proxy statement to serve as Class III directors until the annual meeting held in 2025 and until their successors are duly elected and qualified; (2)To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023; and (3)To approve named executive officer compensation (on an advisory basis) for the fiscal year ended January 31, 2022.

Q:			What is the voting requirement to approve each of the proposals?

A:			Proposal One—The election of directors requires a plurality vote of the shares of common stock voted in person or by proxy at the meeting. This means that the three nominees who receive the largest number of votes cast “FOR” such nominees are elected as directors. As a result, any shares not voted “FOR” a nominee (whether as a result of withholding, abstention or a broker non-vote) will not be counted in the nominee’s favor. You may vote “FOR” or “WITHHOLD" on each of the nominees for election as a director. Proposal Two—The affirmative vote of a majority in voting power of all votes cast by holders of stock present or represented at the meeting is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. Abstentions will have no effect on the outcome of this proposal. Proposal Three—The affirmative vote of a majority in voting power of all votes cast by holders of stock present or represented at the meeting is required to approve (on an advisory basis) named executive officer compensation. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstensions and broker non-votes will have no effect on the outcome of this proposal.

Table of Contents


Q:			How does the board of directors recommend that I vote?

A:			Our board of directors unanimously recommends that you vote your shares: •FOR the three nominees for election as Class III directors; •FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023; and •FOR the approval (on an advisory basis) of our named executive officer compensation.

Q:			How do I submit questions for the meeting?

A:			We value stockholder engagement and encourage questions. After accessing the Annual Meeting as a shareholder of record or beneficial owner as described above under Regarding Voting Procedures, questions may be submitted in the "Ask a Question" box on the bottom-left of the screen, then click the "Submit" button. Those who attend the Annual Meeting as a guest will not have the option to submit questions during the meeting. We intend to answer all questions submitted that are pertinent to the Company and the items being voted on by stockholders during the Annual Meeting as time permits and in accordance with our meeting procedures. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to meeting matters and therefore will not be answered. Substantially similar questions will be answered only once due to time constraints.

Q:			What if I experience technical difficulties?

A:			The virtual meeting platform is fully supported across most internet browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plug-ins. Participants should ensure that they have a sufficient internet connection wherever they intend to participate in the meeting. Online check-in will begin at approximately 11:45 a.m. Pacific Time, 15 minutes prior to the start of the meeting, to allow time for you to log in and test your system and internet connectivity. We encourage you to access the meeting prior to the start time. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON

MAY 25, 2022.

The proxy statement and annual report to stockholders are available at www.proxyvote.com.

Table of Contents

Proxy Statement Summary

The following is a summary of certain key information in our Proxy Statement. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review the full Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2022. In this Proxy Statement, we refer to Coupa Software Incorporated as ‘‘Coupa,’’ the ‘‘Company,’’ ‘‘we,’’ "our" or ‘‘us,’’ and we refer to our fiscal year ended January 31, 2022 as ‘‘fiscal 2022’’ or ‘‘FY22.’’

Voting Matters and Board Recommendations

The table below includes a brief description of each matter to be voted upon at the Annual Meeting, along with the voting recommendation of our board of directors, or ‘‘Board.’’


Proposal No.	Description of Matter	Board Recommendation
1	To elect Robert Bernshteyn, Frank van Veenendaal and Kanika Soni to serve as Class III directors until the annual meeting held in 2025 and until their successors are duly elected and qualified.	FOR
2	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending January 31, 2023.	FOR
3	To approve named executive officer compensation (on an advisory basis).	FOR

Fiscal 2022 Highlights

Fiscal 2022 Achievements

Some of our business achievements during fiscal 2022 included the following:

•Revenue—Total revenue grew to $725.3 million, an increase of 34% from the previous year. Subscription revenues were $634.0 million, an increase of 35% from the previous year.

•Balance Sheet & Liquidity—Cash and cash equivalents were $506.5 million, short-term investments were $223.0 million, and total deferred revenue was $491.4 million, as of January 31, 2022.

•Cash Flow—Operating cash flows were $168.1 million for fiscal 2022.

•Acquisition—We completed the acquisition of Pana Industries, Inc. in February 2021, a corporate travel booking solution company, and continued to integrate travel and expense technology into our platform through such acquisition.

•Cumulative Spend Under Management—Surpassed $3.3 trillion in cumulative spend under management.

•Employees—The number of our full-time employees worldwide increased to 3,076 on January 31, 2022, up from 2,615 a year earlier.

COVID-19 Response

The COVID-19 pandemic caused us to modify our business practices. Focusing on the safety and well-being of our employees and their families, at the beginning of the pandemic, we closed our offices globally and required our employees to work remotely. Since the second quarter of fiscal 2022, we have implemented a phased-in approach in re-opening certain of our offices and invited our employees to return to work on a voluntary basis if they wished to do so. The health and well-being of our workforce remains our top priority while we work to ensure the productivity and enablement of our workforce.

Table of Contents

Board of Directors Snapshot

Our board of directors is divided into three classes with staggered three-year terms. The charts and tables below set forth certain information concerning the skills and attributes of the current members of our board of directors. The charts and tables below reflect our board of directors as of the date of this proxy statement and do not take into effect first time nominee, Kanika Soni.

Note: Figures are rounded and include public and private companies as well as non-profit organizations

Table of Contents

The chart above shows, for each listed attribute, the number of directors determined to possess such attribute. Determinations were generally made by the nominating and corporate governance committee of the board of directors, based on each director’s reported professional experience, educational credentials and other considerations.

Table of Contents

Board of Directors & Corporate Governance

GOVERNANCE FRAMEWORK

Our business is conducted by our employees, managers, and officers, under the direction of the chief executive officer, or CEO, and the oversight of the board of directors, or Board. The Board is elected by the stockholders to oversee management in its duties. The Board is the ultimate decision-making body of the Company, except with respect to matters reserved to the stockholders. In fulfilling their responsibilities, both management and the Board are informed by their fiduciary duties under SEC rules and regulations, the listing rules of the Nasdaq Global Select Market, or “Nasdaq,” the exchange on which our common stock is listed, and other applicable laws.

In addition to its general oversight of management, the Board performs a number of specific functions, which are explained in more detail in our Corporate Governance Guidelines, including the following:

•selecting the Chair of the Board and lead independent director, if applicable;

•selecting the chief executive officer;

•selecting the Company’s other officers;

•evaluating management performance and compensation;

•overseeing management succession planning;

•formulating Company strategy;

•overseeing risk management;

•managing potential conflicts of interest; and

•ensuring the integrity of financial reporting.

Certain areas of oversight, including with respect to executive compensation, director nominations and audit matters, are the sole or primary responsibility of our independent directors, or committees that consist solely of a subset of the independent directors, as specified in our Corporate Governance Guidelines and committee charters.

These principles establish the basic framework under which our Board has adopted and implemented more detailed policies and practices with respect to Board composition, Board independence, Board and committee evaluations, executive compensation, stockholder engagement, risk oversight and more.

Copies of our current corporate governance documents and policies, including our Corporate Governance Guidelines, Code of Conduct, and committee charters, are available on the Investor Relations section of our website at http://investors.coupa.com. The Board periodically reviews these corporate governance documents and policies and revises them when the Board determines it would serve the interests of the Company and its stockholders to do so, such as in response to changing governance practices or legal requirements.

CODE OF CONDUCT

Our board of directors has adopted a Code of Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior officers. Our Code of Conduct includes standards that are designed to deter wrongdoing and to promote, among other things:

Table of Contents

•honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications;

•compliance with applicable governmental laws, rules and regulations;

•the prompt internal reporting of violations of the code to appropriate persons; and

•accountability for adherence to the code.

The Code of Conduct includes an enforcement mechanism designed to ensure prompt and consistent enforcement of the code, protection for persons reporting questionable behavior, clear and objective standards for compliance, and a fair process by which to determine violations.

The full text of our Code of Conduct is posted on the Corporate Governance—Governance Documents portion of our website at http://investors.coupa.com. We intend to disclose future amendments to, or waivers of, our Code of Conduct, at the same location on our website identified above. Our Code of Conduct constitutes a “code of conduct” within the meaning of Rule 5610 of the Nasdaq listing rules and a “code of ethics” within the meaning of Section 406(b) of the Sarbanes-Oxley Act of 2002 and applicable SEC regulations.

BOARD STRUCTURE, SIZE AND COMPOSITION

Our board of directors is currently composed of seven members, of whom six directors—Mses. Brennan and Campbell and Messrs. Siboni, Stansbury, Thompson and van Veenendaal—are independent within the meaning of the Nasdaq listing rules, as explained in more detail below under “Director Independence.” Our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Because the three-year terms for the three classes of directors are staggered, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor or the earlier of his or her death, disqualification, resignation or removal.

Our Board believes the classified board structure continues to be in the best interests of our stockholders because, among other reasons:

•it promotes the continuity of leadership and stability of the strategic course and business plan approved (and modified from time to time) by our Board, which management executes under the Board’s direction;

•it encourages long-term strategic planning and the pursuit of initiatives that our Board believes will enhance long-term value for our stockholders; and

•it enables our Board to balance more effectively short-term pressures against our long-term objectives.

The classification of our Board may have the effect of delaying or preventing changes in our control or management and may discourage a third party from making a tender offer or attempting to obtain control of our company. Our Board has determined that, given our limited operating history as a public company, our rapid growth, the market opportunity for our services and the continuing evolution of our industry, among other factors, the benefits outweigh the risks of a classified board structure at this time. Our Board considers the appropriateness of the classified Board structure for our Company on a regular basis, and no less than annually.

Table of Contents

The Board periodically reviews its size and assesses its ability to function effectively, including based on its size, composition, expertise and other factors, and determines whether any changes to the size of the Board are appropriate. During fiscal 2022, we maintained the size of our board at seven members. We believe that the current size of our Board continues to be suitable for our company based on the size and complexity of our operations, the length of our operating history, and the mix of independent and non-independent directors on our Board. In particular, we believe that too large of a Board could, among other things, impede the agility required for our current phase of rapid growth and scaling. In the future, as we continue to grow, we expect to bring in additional perspectives and continue to increase the diversity of experiences and backgrounds represented by our Board members. While we do not currently have a formal policy on Board refreshment, we will continue to proactively recruit and retain skilled board members, taking into account the length of our operating history, the size and complexity of our operations, and the mix of independent and non-independent directors on our Board.

DIRECTOR INDEPENDENCE

The Nasdaq listing rules generally require that a majority of the members of a listed company’s board of directors be independent. In addition, Nasdaq rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. The independent directors perform several other important governance functions. For example, our Corporate Governance Guidelines provide for the independent members of our Board to meet in executive session (i.e., without the CEO or other members of management present) at each regularly scheduled Board meeting, and at such other times as may be requested by an independent director. We have established procedures that enable stockholders and other interested parties to communicate directly with our independent directors, as discussed in more detail below.

Under Nasdaq rules, a director may only qualify as an “independent director” if that director is neither an officer nor employee of a company, and if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has affirmatively determined that our six non-employee directors are “independent” as that term is defined under Nasdaq rules.

Audit committee members must satisfy more stringent independence requirements under the Nasdaq rules and must also meet the criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under these Nasdaq and SEC rules, in addition to the basic independence requirements, a member of an audit committee of a listed company:

•may not have participated in the preparation of the financial statements of the company or any current subsidiary of the company at any time during the past three year;

•may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (a) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (b) or be an affiliated person of the listed company or any of its subsidiaries; and

•must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement.

Compensation committee members are also subject to additional requirements regarding their independence from management. The Nasdaq rules require that, in affirmatively determining the independence of any director who will serve on the compensation committee, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the listed company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

•the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by the company to the director; and

•whether the director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Table of Contents

Our Board has determined that:

•each member of our audit committee qualifies as an independent director pursuant to Rule 10A-3 and satisfies the independence requirements for audit committee members under the Nasdaq rules; and

•each member of our compensation committee satisfies the independence requirements for compensation committee members under the Nasdaq rules.

The committees and their composition are discussed below under “—Board Committees.” Our Corporate Governance Guidelines are posted on the Corporate Governance—Governance Documents portion of our website at http://investors.coupa.com.

BOARD LEADERSHIP STRUCTURE

Pursuant to our Corporate Governance Guidelines, our Board may separate or combine the roles of the chair of the board of directors, or "Chair," and Chief Executive Officer when and if it deems it advisable and in the best interests of the Company and our stockholders to do so. These roles are currently combined as our Board is currently chaired by Mr. Bernshteyn, who is also our Chief Executive Officer. The Board believes that it is in the best interest of Coupa and its stockholders for Mr. Bernshteyn to serve in both roles given his knowledge of our company and industry.

In addition, pursuant to our Corporate Governance Guidelines, if the Chair of our board of directors is not an independent director, the board of directors will appoint a Lead Independent Director. The responsibilities of the Lead Independent Director include:

•to facilitate communication between management, the independent directors and the Chair of our Board;

•to participate in setting agendas for Board meetings;

•to preside at executive sessions of the Board; and

•other responsibilities under various other Board policies and programs.

Our Board has appointed Mr. Siboni as the current Lead Independent Director. He has served in this capacity since August 2016.

Our Board believes that having a combined Chair and Chief Executive Officer, along with a Lead Independent Director, provides a well-functioning and effective balance between strong leadership and appropriate safeguards, facilitating efficient decision-making while enabling effective oversight by independent directors. Our Chief Executive Officer is likely to be more familiar with our industry, our day-to-day operations, and our strategy, than a non-employee Chair would be; and our Board believes that the Chair should draw on this knowledge to provide leadership for the Board and help focus its discussions, review and oversight of the Company’s strategy, business, and operating and financial performance. Our Board also believes that a single Chair and Chief Executive Officer provides strong and reliable leadership for our Company, while reducing the risk of uncertainty or conflict when the roles are separated. Having a single voice at the highest level of leadership is particularly important for a company like ours, which is growing rapidly and believes that it must continue to teach and promote its culture and core values in order to scale successfully. Lastly, Coupa has a strong, experienced Lead Independent Director who is able to provide similar benefits to those associated with an independent Chair. Mr. Siboni's background and qualifications can be found under the "Information Regarding Our Other Directors" section below.

BOARD COMMITTEES

Our Board has established three main standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Our Board and its committees set schedules for meeting throughout the year and can also hold special meetings and act by written consent from time to time, as appropriate. Our Board has delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full Board. Each member of each committee of our Board qualifies as an independent director in accordance with Nasdaq listing rules.

Table of Contents

Each committee of our Board has a written charter approved by our board of directors. Copies of each charter are posted on the Corporate Governance—Governance Documents portion of our website at http://investors.coupa.com.

The table below sets forth some of the key responsibilities of each committee (which are explained in more detail later on in this section) and information regarding certain attributes of the committees during our 2022 fiscal year.


	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Size	Three members	Three members	Three members
Members	Roger Siboni Leslie Campbell Tayloe Stansbury	Frank van Veenendaal Tayloe Stansbury Scott Thompson	Leslie Campbell Roger Siboni Michelle Brennan
Chair	Roger Siboni	Frank van Veenendaal	Leslie Campbell
Certain Key Responsibilities	•Oversee accounting practices, system of internal controls, disclosure controls and processes, audit and financial reporting processes. •Review our interim and year-end operating results with management and our independent registered public accounting firm. •Establish procedures for handling complaints and anonymous employee submissions regarding accounting, internal controls and other matters. •Appoint and oversee work of our independent registered public accounting firm. •Review and approve significant related party transactions.	•Discharge the responsibilities of our board of directors relating to compensation policies and programs. •Evaluate the performance of our CEO and determine our CEO’s compensation. •Determine the compensation of our other executive officers in consultation with our CEO. •Administer our stock-based compensation plans, including granting equity awards and approving modifications of the awards.	•Oversee the nomination of directors. •Identify, evaluate and make recommendations of nominees to our board of directors. •Evaluate the performance of our Board and individual directors. •Review developments in corporate governance practices. •Evaluate the adequacy of our governance practices and make recommendations to the Board. •Evaluate trends and issues relating to ESG matters. •Evaluate our ESG-related programs, policies and practices.
No. of Meetings in fiscal year 2022	Nine	Five	Four
Miscellaneous	Each of Mr. Siboni and Ms. Campbell is a financial expert under applicable SEC regulations.	Each member is a “non-employee director” under Rule 16b-3 of the Exchange Act.	—

Table of Contents

Audit Committee

Each member of the audit committee is independent under the rules and regulations of the SEC and the listing rules of Nasdaq applicable to audit committee members. Each member can read and understand fundamental financial statements. Our board of directors has determined that each of Ms. Campbell and Mr. Siboni qualifies as an audit committee financial expert within the meaning of SEC regulations and that each meets the financial sophistication requirements of Nasdaq. The Board intends to consider and appoint an independent director to the Audit Committee following the 2022 Annual Meeting.

The audit committee of our Board oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, our audit committee is responsible for reviewing our disclosure controls and processes and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions will be approved by our audit committee before we enter into them, as required by applicable rules and listing standards.

Compensation Committee

The members of our compensation committee are Messrs. van Veenendaal, Thompson and Stansbury. Mr. van Veenendaal serves as chair of the compensation committee.

Our board of directors has determined that each member of the compensation committee qualifies as independent under Rule 10C-1 of the Exchange Act and related Nasdaq listing rules. Each member is also a “non-employee director” as such term is defined under Rule 16b-3 of the Exchange Act.

The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation policies and programs. Among other things, specific responsibilities of our compensation committee include evaluating the performance of our Chief Executive Officer and determining our Chief Executive Officer’s compensation. The compensation committee also determines the compensation of our other executive officers in consultation with our Chief Executive Officer. In addition, our compensation committee administers our stock-based compensation plans, including granting equity awards and approving modifications of such awards. Our compensation committee also reviews and approves various other compensation policies and matters.

Our executive officers may make recommendations on the form and amount of executive compensation, but the compensation committee makes the final decision and is not bound by executive officer recommendations. Our compensation committee has delegated authority to our Chief Executive Officer to grant options and restricted stock units under certain specified guidelines.

Compensation Committee Interlocks and Insider Participation

As noted above, during the year ended January 31, 2022 and currently, the compensation committee of our board of directors is comprised of Messrs. van Veenendaal, Thompson and Stansbury. None of our executive officers serves, or served during the year ended January 31, 2022, as a member of the board or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our Board or our compensation committee.

Table of Contents

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Mses. Campbell and Brennan and Mr. Siboni, each of whom is independent under the rules and regulations of the SEC and Nasdaq. Ms. Campbell, who is not standing for re-election, serves as chair of the nominating and corporate governance committee. The Board intends to appoint a new Chair of our Nominating and Corporate Governance Committee following the 2022 Annual Meeting.

The nominating and corporate governance committee oversees the nomination of directors, including, among other things, identifying, evaluating and making recommendations of nominees to our Board and evaluates the performance of our Board and individual directors. Our nominating and corporate governance committee is also responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our governance practices and making recommendations to our Board concerning corporate governance matters. The committee is also responsible for evaluating trends and issues relating to environmental, social and governance ("ESG") matters and evaluating our ESG-related programs, policies and practices in order to support the sustainable growth of our business.

IDENTIFYING AND EVALUATING DIRECTOR CANDIDATES

Criteria for Evaluating Candidates

General

In general, our nominating and corporate governance committee recommends nominees to our Board to fill vacancies on the Board as they occur, in addition to identifying prospective candidates to fill new seats. Such candidates may be identified in a number of ways, including through business relationships, contacts of the Company’s directors and executive officers and through external recruiting firms. The nominating and corporate governance committee also considers recommendations for nomination from other interested parties, including stockholders and other resources.

When considering potential candidates for membership on our board of directors, our nominating and corporate governance committee evaluates candidates holistically, with no specific minimum qualifications or maximum cut-offs. The nominating and corporate governance committee follows the guidelines in our Policies and Procedures for Director Candidates, in order to assess a candidate's expertise, experience and character.

In addition to these candidate qualities, our nominating and corporate governance committee considers the current size and composition of the board of directors in its evaluation of candidates for membership. The Board believes that factors such as range and diversity of expertise, perspective in areas relevant to our business, character, judgment, diversity, age, independence, experience, length of service and other commitments as it relates to each individual Board member as well as the Board as a whole are important considerations in determining Board composition. The nominating and corporate governance committee believes that, as a group, the nominees for election complement our Board composition and bring a diverse range of backgrounds, experiences and perspectives to the Board’s deliberations.

Diversity

In identifying candidates for the Board, the nominating and corporate governance committee considers the qualifications and experience that the committee believes would best suit the Board’s needs created by a particular vacancy or consideration for board expansion. As part of the process, the nominating and corporate governance committee and the Board endeavor to have a Board comprised of individuals with diverse backgrounds, viewpoints, and life and professional experiences, provided such individuals should all have a high level of management and/or financial experience. While the company currently has no formal diversity policy that applies to the consideration of director candidates, the nominating and corporate governance committee has determined that diversity should be an important consideration in the selection of candidates, and that the Board should be comprised of members who reflect diversity not only in race, ethnicity, gender and sexual orientation, but also in viewpoints, experiences, backgrounds, skills and other qualities and attributes.

Table of Contents

The Board has determined that gender and ethnic diversity, in particular, should weigh heavily in its decisions to appoint new directors in the future.

Stockholder Recommendations for Nominations to the Board of Directors

The nominating and corporate governance committee will consider stockholder recommendations and nominations for directors submitted in accordance with the procedure set forth in our bylaws, which is posted on the Corporate Governance—Governance Documents portion of our website at http://investors.coupa.com, and summarized in this proxy statement. Additionally, the nominating and corporate governance committee relies on our Policies and Procedures for Director Candidates.

Stockholder recommendations for candidates to our board of directors must be received by January 31st of the year in which the recommended candidates will be considered for nomination, must be directed in writing to Coupa Software Incorporated, 1855 S. Grant Street, San Mateo, CA 94402, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between us and the candidate within the last three years and evidence of the recommending person’s ownership of our capital stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on the Board, including matters describing character, judgment, diversity, age, independence, expertise, corporate experience, other commitments and the like, personal references and an indication of the candidate’s willingness to serve. The procedures and requirements for submitting stockholder nominations for director are summarized towards the end of this Proxy Statement in the section entitled “Stockholder Proposals and Director Nominations.”

There are no differences in the manner in which our nominating and corporate governance committee evaluates a candidate that is recommended for nomination for membership on our Board by a stockholder, as opposed to a candidate that is recommended for nomination for membership on our Board by our nominating and corporate governance committee and our Board.

Our nominating and corporate governance committee has not received any recommended nominations from any of our stockholders in connection with the 2022 Annual Meeting.

Nasdaq Board Diversity Matrix

Under Nasdaq's board diversity rule, approved as of August 6, 2021, all operating companies listed on Nasdaq's U.S. exchange are required to publicly disclose diversity statistics regarding their board of directors using a board diversity matrix format. For Fiscal 2022, our board diversity based on applicable categories was as illustrated in the chart below. The chart does not take into account first time nominee, Kanika Soni.


Board Diversity Matrix (As of April 11, 2022)
	Female	Male
Gender Identity
Directors	2	5
Number of Directors Who Identify in Any of the Categories Below
White	2	5

MEETINGS OF THE BOARD OF DIRECTORS

The full board of directors met four times for regular meetings of the Board during the year ended January 31, 2022, and had no special meetings. No director attended fewer than 75% of the total number of meetings of the Board or of any committees of the Board of which he or she was a member during the year ended January 31, 2022.

Directors are invited and encouraged to attend our annual meetings of stockholders. All of our directors attended our annual meeting of stockholders in 2021.

Table of Contents

BOARD OVERSIGHT OF RISK

One of the key functions of our board of directors is informed oversight of our risk management process. Our Board recognizes the importance of effective risk oversight in establishing and sustaining a successful business, in addition to fulfilling its fiduciary responsibilities. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, in addition to determining how we address specific risks, including brand and reputation risks, strategic and competitive risks, operational risks, financial risks, and legal and compliance risks. Our executive officers are responsible for the day-to-day management of the material risks we face. Our Board administers its oversight function directly as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. Each of our committees is primarily responsible for the following matters:

•Audit Committee. Our audit committee is responsible for overseeing the management of risks associated with our financial reporting, accounting matters, auditing matters, internal controls, disclosure procedures, legal and regulatory compliance, whistleblower adherence, enterprise risk management, cybersecurity and other information technology risks, controls and procedures, and related party transactions.

•Compensation Committee. Our compensation committee oversees major risks associated with our compensation policies and programs.

•Nominating and Corporate Governance Committee. Our nominating and corporate governance committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our Board and succession planning.

DIRECTOR COMPENSATION

Pursuant to our non-employee director compensation program, our non-employee directors receive both cash and equity compensation as described below. We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. Compensation of non-employee directors is reviewed by our compensation committee, which then makes its recommendation to the full Board, in accordance with our Corporate Governance Guidelines. The compensation committee currently reviews our non-employee director compensation program every two years, most recently in August 2020. At that time, the compensation committee engaged Compensia, Inc. ("Compensia") to provide advice on the non-executive director compensation program. Compensia delivered a report to the compensation committee which included an analysis of the director compensation program. The compensation committee considered, among other factors, the total cost of our non-employee director compensation relative to that of a peer group and, in connection with such review, the compensation committee made modest increases to the non-executive director compensation program in August 2020 and set the various compensation amounts, as described below.

Cash Compensation

Pursuant to our non-employee director compensation program, our non-employee directors receive the following annual cash retainers for their service on our Board:


Position						Annual Retainer ($)
Board Member						35,000
plus (as applicable)
Lead Independent Director						19,000
Audit Committee Chair						25,000
Compensation Committee Chair						15,000
Nominating and Corporate Governance Committee Chair						8,500
Other Audit Committee Member						10,000
Other Compensation Committee Member						7,500
Other Nominating and Corporate Governance Committee Member						4,000

Table of Contents

We also reimburse our non-employee directors for their reasonable expenses incurred in connection with attending board of directors and committee meetings.

Equity Compensation

Pursuant to our non-employee director compensation program, our non-employee directors receive the following equity awards:

•Annual equity award—on the date of each annual meeting of stockholders, each non-employee director who will continue to serve on our board of directors is granted an “annual equity award” under our 2016 Equity Incentive Plan, consisting of restricted stock units with a specified target value. The annual equity awards granted in fiscal 2022 had a target value of $200,000.

•Initial equity award—each person who first becomes a non-employee director will receive a pro-rated annual equity award under our 2016 Equity Incentive Plan consisting of restricted stock units with the value of an annual equity award as specified above, multiplied by a fraction (i) the numerator of which is the number of whole months remaining until the one-year anniversary of the most recent annual meeting of stockholders and (ii) the denominator of which is 12.

Each annual equity award and pro-rated annual equity award will be converted into a number of restricted stock units using the average closing price of our common stock over the 30-trading day period ending on the date of grant. Each award will vest in full on the earlier of the one-year anniversary of the date of grant or on the date of the next annual meeting of stockholders. The awards will also vest in full in the event of a “change in control” as defined in our 2016 Equity Incentive Plan.

Our non-employee directors are subject to stock ownership guidelines as described below under the “Stock Ownership Policy” section of “Compensation Discussion and Analysis.” Our non-employee directors are also eligible to receive other awards under our 2016 Equity Incentive Plan.

Fiscal 2022 Director Compensation Table

The following table sets forth information regarding the compensation of our non-employee directors during our fiscal year ended January 31, 2022.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	Total ($)
Michelle Brennan	39,000	193,965	232,965
Leslie Campbell	53,500	193,965	247,465
Roger Siboni	83,000	193,965	276,965
Tayloe Stansbury	52,500	193,965	246,465
Scott Thompson	42,500	193,965	236,465
Frank van Veenendaal	50,000	193,965	243,965

(1)Represents cash retainers described above.

(2)Represents the annual equity awards described above, consisting of 804 RSUs granted to each director on the date of our 2021 annual meeting of stockholders.

(3)The amounts in this column represent the aggregate grant date fair value of RSUs granted to the director in the fiscal year ended January 31, 2022, computed in accordance with FASB ASC Topic 718. See Note 12 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on March 16, 2022 for a discussion of the assumptions made in determining the grant date fair value of our equity awards. As of January 31, 2022, our directors held options to purchase the following number of shares of our common stock: Ms. Campbell 131,325, Mr. Siboni 36,035, Mr. Thompson 54,899, and Ms. Brennan and Messrs. Stansbury and van Veenendaal do not hold any stock options. As of such date, each incumbent non-employee director held RSU awards covering 804 shares of our common stock.

Table of Contents

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders and other interested parties wishing to communicate with the board of directors, with the independent directors or with an individual member of the board of directors may do so by writing to the Board or to the particular director, care of the Corporate Secretary by mail to Coupa Software Incorporated, 1855 S. Grant Street, San Mateo, CA 94402, Attention: Corporate Secretary. The envelope should indicate that it contains a stockholder communication. All such stockholder communications will be forwarded to the director or directors to whom the communications are addressed, other than solicitation materials. For additional engagement with stockholders, see below under— Fiscal 2021 Stockholder Advisory Vote and Response to Stockholder Feedback.

PROPOSAL ONE - ELECTION OF DIRECTORS

General

Our board of directors may establish the authorized number of directors from time to time by resolution. The number of authorized directors is currently seven. Our board of directors is currently comprised of seven members who are divided into three classes with staggered three-year terms. The Board currently consists of two Class I directors, two Class II directors and three Class III directors. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Our certificate of incorporation and bylaws authorize only our Board to fill vacancies on our board of directors . Any additional directorships resulting from an increase in the authorized number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors.

Leslie Campbell is not standing for re-election at the 2022 Annual Meeting and, therefore, will retire from the Board at the 2022 Annual Meeting.

Information Regarding the Nominees

Three Class III directors have been nominated for election at the Annual Meeting for a three-year term expiring in 2025. Upon the recommendation of our nominating and corporate governance committee, our board of directors has nominated Robert Bernshteyn, Frank van Veenendaal and Kanika Soni for election as Class III directors. The term of office of each Class III director elected at the Annual Meeting will continue until the director’s term expires in 2025, or until the director’s successor has been duly elected and qualified or his or her earlier death, disqualification, resignation or removal.

Kanika Soni is a nominee for election to the Board at the 2022 Annual Meeting who does not yet serve on the Board and previously has not been elected by the Company's stockholders. Ms. Soni was identified as a director candidate by an external recruiting agency that we engaged. The nominating and corporate governance committee, together with other Board members, evaluated Ms. Soni in accordance with the criteria set forth in our Policies and Procedures for Director Candidates and then recommended Ms. Soni as a nominee for the 2022 Annual Meeting and the Board unanimously approved Ms. Soni's nomination to the Board in connection with the 2022 Annual Meeting.

Table of Contents


CLASS III DIRECTOR NOMINEE
Robert Bernshteyn Age: 48 Director Since: February 2009 Appointments: Chair of the Board Director Class: Class III Term Expires: 2022			Robert Bernshteyn has served as our Chief Executive Officer and as a member of our board of directors since February 2009. Mr. Bernshteyn has also served as our Chair of the Board since February 2009. From June 2004 to February 2009, Mr. Bernshteyn served in various positions, most recently as VP, Global Product Marketing & Management of SuccessFactors Inc., a provider of cloud-based HCM solutions. From June 2001 to May 2004, Mr. Bernshteyn served in various positions, most recently as a Director of Product Management at Siebel Systems, Inc. From June 1994 to March 1999, Mr. Bernshteyn served as Project Manager and Systems Integration Consultant of Accenture plc, a professional services company. Mr. Bernshteyn served on the board of directors of Medallia, Inc. from June 2019 to October 2021. Mr. Bernshteyn earned a B.S. in Information Systems from the State University of New York at Albany and an M.B.A. from Harvard Business School. We believe Mr. Bernshteyn should serve as a director based on his deep knowledge of Coupa as our Chief Executive Officer, his extensive experience in general management and software and platform development and his experience in the software industry.


CLASS III DIRECTOR NOMINEE
Kanika Soni Age: 43 Director Class: Class III			Ms. Soni is the Chief Commercial Officer of TripAdvisor, Inc. and has held this role since January 2020, having previously served as President, Hotels since April 2019. Ms. Soni also served as Senior Vice President, Global eCommerce for The Walt Disney Company from October 2016 to February 2019. Prior to this, Ms. Soni was Head of Global Digital Marketing at Tesla, Inc. between January and August in 2016, and between 2010 and 2015 held a number of positions at Gilt Groupe, LP (now Rue Gilt Groupe, Inc.), most recently as Vice President, Marketing and Growth, Gilt City. Ms. Soni earned a Bachelor of Commerce from Delhi University and an M.B.A. from the University of Chicago. We believe Ms. Soni should serve as a director because of her proven track record in delivering growth through innovation and differentiated products, services and customer experiences.

Table of Contents


CLASS III DIRECTOR NOMINEE
Frank van Veenendaal Age: 62 Director Since: December 2015 Appointments: Compensation Committee (Chair) Director Class: Class III Term Expires: 2022			Frank van Veenendaal has served as a member of our board of directors since December 2015. From February 2012 to February 2015, Mr. van Veenendaal served as Vice Chairman of Salesforce.com, Inc. From February 2007 to February 2012, Mr. van Veenendaal served as Chief Sales Officer and President, Worldwide Sales at Salesforce.com, Inc. Mr. van Veenendaal has also served on the board of directors of Room to Read since March 2016, Onfido since April 2019 and ServiceMax, Inc. since July 2019. Mr. van Veenandaal previously served on the board of directors of New Voice Media from May 2015 to November 2018 and of Vlocity, Inc. from February 2015 to June 2020. We believe Mr. van Veenendaal should serve as a director based on his extensive experience in general management and software and platform development and his experience in the software industry. Mr. van Veenendaal currently serves as the chair of our compensation committee.

Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Table of Contents

Information Regarding Our Other Directors


Michelle Brennan Age: 56 Director Since: October 2020 Appointments: Nominating and Corporate Governance Committee Director Class: Class I Term Expires: 2023			Most recently, Ms. Brennan served as the Value Creation Leader for Johnson & Johnson, a leader in the field of medical devices, pharmaceutical, and consumer packaged goods, until her retirement in August 2020. Prior to that, Ms. Brennan held a number of positions at Johnson & Johnson, including that of Company Group Chair, Medical Devices (EMEA); President, Enterprise Standards & Productivity; Worldwide President, Ethicon Energy; as well as a variety of sales and marketing positions for other Johnson & Johnson divisions. Throughout her time at Johnson & Johnson, Ms. Brennan held significant board roles for the company, including Chair of the Board for Medtech Europe Trade Association. She was also previously a member of the UK's Office of Life Sciences Council and Chairman of the Council's Health Technology Partnership Committee. Ms. Brennan earned a B.S. in Business Administration from the University of Kansas. We believe Ms. Brennan should serve as a director because of her extensive experience in the global healthcare industry, her general management experience, her global operations and her corporate strategy experience. Ms. Brennan currently serves on our nominating and corporate governance committee.


Scott Thompson Age: 64 Director Since: May 2013 Appointments: Compensation Committee Director Class: Class I Term Expires: 2023			Scott Thompson has served as a member of our board of directors since May 2013. Mr. Thompson has served as the Chief Executive Officer of Tuition.io since September 2016, and from July 2012 to July 2016, served as the Chief Executive Officer of ShopRunner, Inc. From January 2012 to May 2012, Mr. Thompson served as the Chief Executive Officer of Yahoo!, Inc. From February 2005 to February 2008, Mr. Thompson served as Chief Technology Officer, and from March 2008 to January 2012 served as President of PayPal, Inc. From September 1998 to January 2005, Mr. Thompson served as Executive Vice President of Inovant, LLC. From September 1993 to September 1998, Mr. Thompson served as Chief Information Officer of Barclays Global Investors. Mr. Thompson previously served on the boards of directors of F5 Networks, Inc., Splunk Inc. and Yahoo! Inc. Mr. Thompson earned a B.S. in Accounting from Stonehill College. We believe Mr. Thompson should serve as a director based on his extensive experience in general management and software and platform development, his experience in the software industry, his financial expertise, and his service as a director of various public and private companies. Mr. Thompson currently serves on our compensation committee and audit committee.

Table of Contents


Roger Siboni Age: 66 Director Since: September 2014 Appointments: Lead Independent Director Audit Committee (Chair) Nominating and Corporate Governance Committee Director Class: Class II Term Expires: 2024			Roger Siboni has served as a member of our board of directors since September 2014 and as our Lead Independent Director since August 2016. Mr. Siboni served as Chair of the Board of Epiphany, Inc., a software company that helped pioneer customer personalization solutions, from 2003 to 2005, and as President and Chief Executive Officer of Epiphany, Inc. from 1998 to 2003. Prior to joining Epiphany, Inc., Mr. Siboni spent more than 20 years at KPMG LLP, including as its Deputy Chair and Chief Operating Officer. Mr. Siboni also serves on the board of directors of Dolby Laboratories, Inc. Mr. Siboni previously served as a director of ArcSight, Inc. from 2009 to 2010, Marketo, Inc. from 2011 to 2016, and Cadence Design Systems, Inc. from 1999 to April 2020. Mr. Siboni also served as a member of the Advisory Board of the Haas School of Business at the University of California, Berkeley from 1993 to 1999 and its Chair from 1999 to 2002. Mr. Siboni earned a B.S. in Business Administration from the University of California, Berkeley. We believe Mr. Siboni should serve as a director because of his substantial corporate governance, operational and financial expertise gained as an executive at several companies in the technology and finance industries, including his experience as Deputy Chair and Chief Operating Officer at KPMG and his experience serving on the boards of directors of numerous public and private companies. Mr. Siboni currently serves as our Lead Independent Director, the chair of our audit committee and also serves on our nominating and corporate governance committee.


Tayloe Stansbury Age: 60 Director Since: December 2015 Appointments: Audit Committee Compensation Committee Director Class: Class II Term Expires: 2024			Tayloe Stansbury has served as a member of our board of directors since December 2015. Mr. Stansbury has served as Chief Executive Officer of Kaleidescape, Inc. since November 2020 and previously served as interim Chief Executive Officer of Watermark Insights, LLC from July 2020 to November 2020. From May 2009 to May 2019, Mr. Stansbury served in various roles at Intuit Inc., including Executive Vice President and Chief Technology Officer. From 2007 to 2009, Mr. Stansbury served as Chief Information Officer of VMware Inc. From 2001 to 2007, Mr. Stansbury served in various roles at Ariba, Inc., most recently as Executive Vice President of Products and Operations. Mr. Stansbury previously served on the board of directors of Shutterfly, Inc. from December 2016 to September 2019 and of Blue Jeans from October 2018 to May 2020. Mr. Stansbury currently serves on the board of directors of TCV Acquistion Corp and private companies Trelly, Watermark Insights, LLC and Kaleidescape, Inc. Mr. Stansbury earned an A.B. in Applied Mathematics from Harvard University. We believe Mr. Stansbury should serve as a director based on his extensive experience in general management and software and platform development and his experience in the software industry. Mr. Stansbury currently serves on our compensation committee and on our audit committee.

There are no family relationships among any of our directors or executive officers, other than those described in the "Policies and Procedures for Related Party Transactions". See “Board of Directors & Corporate Governance” and “Board of Directors & Corporate Governance—Director Compensation” below for additional information regarding our board of directors.

Table of Contents


PROPOSAL #1			TO ELECT ROBERT BERNSHTEYN, FRANK VAN VEENENDAAL AND KANIKA SONI TO SERVE AS CLASS III DIRECTORS UNTIL THE ANNUAL MEETING HELD IN 2025 AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS III

NOMINEES NAMED ABOVE.

Table of Contents

Our Culture, Values and ESG Program

CULTURE AND VALUES

Our Company culture, as well as our interactions with our community of employees, customers, suppliers and other business partners ("Coupa Community"), are all guided by three core values. These values provide the foundation for everything we do. These core values are:

•Ensure customer success

•Focus on results

•Strive for excellence

While we are strongly committed to delivering value for our stockholders, we also believe we have ethical and moral responsibilities to all of our stakeholders—those who support us and whom we likewise support—including our employees, our customers, suppliers and other business partners, and the markets and communities in which we operate, live, and serve through our spend management services.

In 2021, we were honored to be recognized with the following awards:

•Inc Best Workplaces of 2021

•Inc Best-Led Company in 2021

•Great Place to Work CertifiedTM in 2021

•Fortune's 2021 Best Workplaces in Technology

•Fortune's 2021 Best Workplaces in the Bay Area

•Fortune's 2021 Best Workplaces for Millennials

•Fortune's 2021 Best Medium Workplaces

•Fortune Future 50 in 2021

•Fast Company Most Innovative Companies of 2021

•EcoVadis Silver Sustainability Rating for 2021

•Supply & Demand Chain Executive's 2021 Woman in Supply Chain

•Built In's 100 Best Large Companies to Work For in 2021

Our full list of accreditations can be found on our website - https://www.coupa.com/company/awards.

ENVIRONMENTAL, SOCIAL, GOVERNANCE (ESG)

Coupa is committed to advancing our sustainable business practices and strives to drive environmental and social impact for our customers and in our communities. In 2020, we launched and formalized our ESG program, which involved (among other things) prioritizing ESG focus areas that are most material and relevant to our business and our stakeholders, and strengthening the governance structure of our ESG program, including by defining the ESG Program oversight responsibilities of the nominating and corporate governance committee of our board of directors.

Table of Contents

We understand the importance of transparency and in 2021, we published our first annual ESG report ("ESG Report"). In our ESG Report, we outline our priorities and communicate the details of our initiatives and progress. We use several leading ESG reporting frameworks to inform our strategy and reporting efforts including Sustainability Accounting Standards Board (SASB), Global Reporting Initiative, and the United Nations Global Compact. Read more about our initiatives in our ESG Report at: https://www.coupa.com/company/corporate-sustainability.

Our ESG program is managed by a designated lead reporting to the Chief Legal Officer. In fiscal year 2022, we continued to invest in our resources and hired two new ESG team members to accelerate our efforts. We have a cross-functional working group that drives and implements the program strategy and recently formed an ESG Executive Steering Committee responsible for decision-making on key areas of focus. The nominating and corporate governance committee provides oversight and receives quarterly updates on the program progress.

In 2021, Coupa was awarded a Silver medal sustainability rating from EcoVadis. Coupa is a member of the Sustainable Purchasing Leadership Council and also the Pledge 1% initiative, committing to allow our employees to dedicate one percent of their work time to non-profits. Since 2020, Coupa has been a signatory to the UN Global Compact, supporting the Ten Principles on human rights, labor, environment, and anti-corruption.

IMPACT OF OUR CORE BUSINESS

Sustainable Business Spend Management

As Coupa works toward ESG progress within the category of business spend management, or BSM, we believe our greatest opportunity for economic, social, and environmental impact is through our BSM product platform, which helps our customers incorporate ESG considerations across their business spend activities. We refer to this as Sustainable BSM. With our 2,500+ customers, 8+ million suppliers, and $3.3 trillion dollars of cumulative spend under management, we have the ability to influence spend decisions at a scale, which can have positive impact across global supply chains, communities, and business operations.

By embedding visibility to real-time ESG data and offering prescriptive insights into the fabric of spend decisions, we allow customers to make ESG data-driven decisions to help achieve company goals, such as those involving supplier diversity or environmental sustainability. One way we do this is by extracting actionable insights from the data generated by the enormous volume of business spend transactions managed on our platform. The data we mine includes information relevant to ESG considerations that we believe are material and relevant to our customers, such as supplier diversity benchmarks to help increase spend with diverse suppliers.

We offer tools that allow our customers to incorporate ESG considerations into their supplier search, risk management, supply chain and procurement, among other spend management processes. We continue to innovate and have more than 60 capabilities and configuration settings embedded in the platform to drive sustainability and diversity in our customers’ spend management programs. Additional highlights include:

•Buyers using our services can specify how supplier diversity, or carbon footprint, should factor into a sourcing award.

•Many of our suppliers are rated across health, risk, and sustainability categories, and these ratings are visible to buyers throughout the procurement process.

•In 2021, Coupa launched the Diversity Dashboard which provides customers insights into the number of diverse suppliers they work with and their diverse supplier spend.

•Using our supply chain product capabilities, customers can model and design transportation and logistics supply chain networks to reduce their carbon footprint.

•Our customers can also run catalog searches that suggest green, ethical and/or inclusive supplier choices, in addition to other factors for which they may wish to optimize.

Table of Contents

•Further, by digitizing internal approval processes and communications between employees as well as the order, negotiation and contracting processes between our customers and their vendors, our software service helps businesses reduce environmental costs traditionally associated with inefficient business processes and physical record-keeping.

With these tools, we believe our BSM platform can help many of our customers make measurable progress on their own ESG initiatives. Given the size and global reach of our supplier network and the way information is shared among the Coupa Community, we believe that, as we continue to grow, our services can have a meaningful and positive impact on global supply chains—specifically, by promoting greater accountability among suppliers; providing positive recognition for those with strong ESG records; and reducing ethical and social risks.

COUPA CARES

A core part of our ESG efforts is what we call “Coupa Cares,” our social impact program. The program serves as our platform for employees and Coupa to have a positive social impact in the world through volunteerism and philanthropy. The program includes initiatives in, among other areas: employee volunteerism and pro-bono initiatives; charitable giving and donation matching; and strategic nonprofit partnerships.

The Coupa Cares program focuses on three key areas:

•Serve: We support employees in dedicating their time and skills for social and environmental causes. This includes mobilizing employees to volunteer and helping employees utilize their 40 hours of annual “Volunteer Time Off” benefit; organizing Coupa’s “Global Volunteer Day”; and coordinating in-person and virtual volunteer events.

•Give: We invest in our local communities. This includes providing funding to charitable organizations, administering an employee donation matching and volunteer rewards program with up to a $500 USD annual match, and awarding educational scholarships.

•Lead: We inspire our employees and broader Coupa Community to take action and amplify our collective impact around the world. This includes the development of resources and communications to educate employees on social and environmental topics; collaborating with our employee resource groups; hosting, sponsoring and facilitating events that inform and spark action; and partnering with organizations to support various impact efforts.

In calendar year 2021, Coupa Cares:

•provided over $600,000 in donations;

•launched our new employee match and volunteer rewards program and encouraged employee giving through unique 2:1 match campaigns to support COVID relief in India and on Giving Tuesday;

•engaged over 51% of our employees in giving and volunteering, supporting over 1,000 causes around the world;

•awarded $75,000 in scholarships to 15 college students; and

•organized our largest Global Volunteer Day, engaging over 535 Coupa employees through in-person local volunteer events across 25 offices, two educational webinars, and virtual volunteer opportunities.

Table of Contents

DIVERSITY, EQUITY, AND INCLUSION

We believe that diversity, equity, and inclusion (DEI) is important to the long-term success of our business and the Coupa Community. We know that companies thrive when they are powered by a diversity of people and culture, and people thrive when they're treated with dignity, equity, and respect. Our aim is to ensure that our employees feel a strong sense of belonging and are comfortable bringing their authentic selves to work every day.

Our DEI approach is focused on three areas:

•Attract: Through university outreach and other partnerships, we aim to build a powerful diversity pipeline

•Educate: We teach our employees the importance of DEI, including recognizing and rooting out unconscious bias

•Advocate: We encourage our employees to organize and advocate for each other, in particular through our employee resource groups:

◦Coupa Empower: Empower's mission is to break down barriers to women’s success by creating a community of individuals and organizations working together to unleash the impact of women in business. The three pillars of Empower are discover, connect, and impact.

◦Coupa Illuminate: Illuminate’s purpose is to support our LGBTQ+ community by inspiring connection, inclusiveness, and diversity. We respect gender fluidity and non-traditional family units, advocate for equality and fairness, and foster opportunities for stewardship and growth in our local communities.

◦Coupa Engage: Engage stands to uplift and expand the underrepresented community at Coupa. This group provides a personal and professional platform to support colleagues of color to network and form closer relationships with allies within the company. This group sets its principles on three major pillars: leadership development, inclusion and equity, and community enrichment.

◦Coupa Green: Coupa Green is a group of employees who are passionate about having a positive impact on the environment both in the workplace and at home through three pillars: educate, activate, and influence.

ENVIRONMENTAL SUSTAINABILITY

We recognize that urgent environmental action is needed to protect the future of our planet. To that end, we are committed to understanding and minimizing our own environmental footprint. Additionally, we know that an opportunity for greater impact extends through our Sustainable BSM platform. Our cloud strategy utilizes third-party data center hosting facilities located in various facilities around the world, instead of operating our own data centers. We believe in the power of measurable, quantifiable data to help us deliver results. In our 2021 ESG Report, we shared our baseline greenhouse gas emissions footprint and communicated our carbon neutral goal, in which we are initially setting out to achieve through investing in high-quality carbon offset projects and renewable energy certificates.

Table of Contents

Audit Committee Matters

PROPOSAL TWO — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

Our audit committee has appointed the firm of Ernst & Young LLP, independent registered public accountants, to audit our financial statements for the year ending January 31, 2023. Ernst & Young LLP has audited our financial statements since the year ended January 31, 2015.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending January 31, 2023. Our audit committee is submitting the selection of Ernst & Young LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. We have been informed that representatives of Ernst & Young LLP will virtually attend the Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of Coupa and its stockholders.

If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the audit committee will consider whether it is appropriate to select another registered public accounting firm.

Principal Accountant Fees and Services

The following table sets forth all fees billed or to be billed for professional audit services and other services rendered by Ernst & Young LLP for each of the years ended January 31, 2021 and 2022:


	Fiscal 2021		Fiscal 2022
Audit Fees(1)	$	2,872,379	$	3,055,756
Audit-Related Fees(2)	—		53,000
Tax Fees(3)	107,377		639,401
All Other Fees(4)	4,385		5,570
Total Fees	$	2,984,141	$	3,753,727

(1)Audit Fees: Includes fees for professional services provided in connection with the audit of our annual financial statements, attestation services related to Section 404 of the Sarbanes Oxley Act of 2002, review of our quarterly financial statements, and audit services provided in connection with other regulatory filings.

(2)Audit-Related Fees: Includes fees for professional services related to service organization controls (“SOC”) audits under Statement of Standards for Attestation Engagements (SSAE) No. 18.

(3)Tax Fees: Includes fees for professional services related to tax compliance and tax consulting services.

(4)All Other Fees: Includes fees related to the subscription to Ernst & Young LLP’s accounting research tool.

Table of Contents

Pre-Approval of Audit and Non-Audit Services

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee, or the chair if such approval is needed between meetings of the audit committee, pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. During fiscal 2022, all audit and permissible non-audit services were pre-approved by the audit committee.


PROPOSAL #2			TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2023.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION

OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING JANUARY 31, 2023.

Table of Contents

AUDIT COMMITTEE REPORT

The information contained in the following report of Coupa’s audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") unless and only to the extent that Coupa specifically incorporates it by reference.

Role of the Audit Committee

The audit committee operates under a written charter adopted by our Board. The audit committee oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, our audit committee is responsible for reviewing our disclosure controls and processes, and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Our audit committee will approve significant related party transactions before we enter into them, as required by applicable rules and listing standards. A more detailed description of the functions and responsibilities of the audit committee can be found in Coupa’s audit committee charter, publi

SEC Form DEF 14A filed by Coupa Software Incorporated