DEF 14A 1 tmb-20240613xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. ______)

Filed by the Registrant ☒

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

ENFUSION, INC.

(Name of Registrant as Specified In Its Charter)

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

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

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Enfusion, Inc.

125 South Clark Street, Suite 750

Chicago, IL 60603

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2024

Dear Enfusion Stockholder:

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Enfusion, Inc. (“Enfusion”) to be held on June 13, 2024 at 9:00 a.m. Eastern Time virtually, via a live audio webcast on the Internet at www.virtualshareholdermeeting.com/ENFN2024. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/ENFN2024, where you will be able to vote electronically and submit questions. You will not be able to attend the Annual Meeting in person. You will need the 16-digit control number on your proxy card to attend the Annual Meeting.

We are holding the Annual Meeting for stockholders to consider and vote on the following matters, which are more fully described in the accompanying proxy statement:

To elect Oleg Movchan and Jan R. Hauser as Class III Directors to serve until the 2027 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to their earlier resignation or removal;

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

To transact any other business that properly comes before the Annual Meeting (including any adjournments, continuations and postponements thereof).

Our board of directors recommends that you vote “FOR” the director nominees named in Proposal One and “FOR” the ratification of the appointment of Ernst & Young LLP as our independent public accounting firm as described in Proposal Two.

We have elected to provide access to our Annual Meeting materials, which include the proxy statement for our Annual Meeting (the “Proxy Statement”) accompanying this notice, in lieu of mailing printed copies.

On or about April 26, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. This Proxy Statement and our 2023 Annual Report can be accessed directly at the Internet address www.proxyvote.com using the control number located on the Notice, on your proxy card or in the instructions that accompanied your proxy materials.

Only stockholders of record at the close of business on April 24, 2024 are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement.

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Your vote is important. Whether or not you plan to attend the Annual Meeting online, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or toll-free telephonic voting system, or, if you request to receive paper copies of these materials by mail, by returning your completed proxy card in the pre-addressed, postage-paid return envelope. If you attend the Annual Meeting online, you may vote during the meeting even if you have previously returned a proxy. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised, such that submitting your proxy now will not prevent you from voting your shares at the Annual Meeting. The proxy is solicited by the board of directors of Enfusion, Inc.

Thank you for your ongoing support of and continued interest in Enfusion.

Sincerely,

Oleg Movchan
Chief Executive Officer
Chicago, Illinois
April 26, 2024

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PROCEDURAL MATTERS		1

PROPOSAL ONE: ELECTION OF DIRECTORS		8

CORPORATE GOVERNANCE		12

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		19

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		21

EXECUTIVE OFFICERS		22

EXECUTIVE COMPENSATION		23

NON-EMPLOYEE DIRECTOR COMPENSATION		30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		32

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		36

OTHER MATTERS		43

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Enfusion, Inc.

125 South Clark Street, Suite 750

Chicago, IL 60603

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 13, 2024

PROCEDURAL MATTERS

Our board of directors (the “Board”) solicits your proxy on our behalf for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment, continuation or postponement of the Annual Meeting for the purposes set forth in this proxy statement for our Annual Meeting (this “Proxy Statement”) and the accompanying notice of Annual Meeting. The Annual Meeting will be held on June 13, 2024 at 9:00 a.m. Eastern Time virtually, via a live audio webcast on the Internet at www.virtualshareholdermeeting.com/ENFN2024. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/ENFN2024, where you will be able to vote electronically and submit questions. You will not be able to attend the Annual Meeting in person. You will need the 16-digit control number on your proxy card to attend the Annual Meeting.

On or about April 26, 2024, we mailed our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”). If you held shares of our Class A common stock or Class B common stock on April 24, 2024 you are invited to attend the meeting virtually, and vote on the proposals described in this Proxy Statement.

In this Proxy Statement, the terms “Enfusion,” “the Company,” “we,” “us” and “our” refer to Enfusion, Inc. The mailing address of our principal executive offices is Enfusion, Inc., 125 South Clark Street, Suite 750, Chicago, IL 60603.

What matters are being voted on at the Annual Meeting?

You will be voting on:

☐ The election of two Class III directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified;

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

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

How does the Board recommend I vote on these proposals?

Our Board recommends a vote:

☐ “FOR” the election of Oleg Movchan and Jan R. Hauser as Class III directors; and

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

Who is entitled to vote?		Holders of our Class A common stock and Class B common stock as of the close of business on April 24, 2024, the record date for the Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 90,877,036 shares of our Class A common stock outstanding and 37,198,767 shares of our Class B common stock outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal. Holders of Enfusion Ltd. LLC’s Common Units (the “Common Units”) hold all of the issued and outstanding shares of our Class B common stock. The shares of Class B common stock have no economic rights. Each share of Class B common stock is entitled to one vote on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.” Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.” Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

What do I need to be able to attend the Annual Meeting online?		We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/ENFN2024. The webcast will start at 9:00 a.m. Eastern Time on June 13, 2024. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice or proxy card (if you received a printed copy of the proxy materials). Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.

How many votes are needed for approval of each proposal?		Proposal One: The election of directors requires a plurality of the votes properly cast on this proposal for the applicable nominee to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “For” such nominees are elected as directors. You may vote "For" all the director nominees, "Withhold"

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		authority to vote your shares for all the director nominees or "Withhold" authority to vote your shares with respect to any one or more of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will have no effect on the election of the nominees. Proposal Two: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024 requires the affirmative vote of a majority of the votes properly cast on this proposal. Abstentions will have no effect on this proposal. Proposal Two is considered to be a routine matter, and a brokerage firm will be able to vote on this proposal even if it does not receive instructions. If there are any broker non-votes, they will have no effect on this proposal.

What is the quorum requirement?		A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our Amended and Restated Bylaws (our “Bylaws”) and Delaware law. The presence, in person via the Internet or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote on the Record Date will constitute a quorum at the Annual Meeting. Abstentions, withheld votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?		If you are a stockholder of record, there are four ways to vote: (1) By Internet (Before the Annual Meeting): You may vote over the Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 12, 2024. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials); (2) By Telephone: You may vote by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 12, 2024. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials); (3) By Mail: If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it promptly in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting; or (4) By Internet (During the Annual Meeting): You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/ENFN2024. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials). If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the Annual Meeting. If you are a street name stockholder, please follow the instructions from your broker, bank or other nominee to vote by Internet, telephone or mail. Street name stockholders may not vote via the Internet at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks or other nominees.

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Can I change my vote?		Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by: · notifying our Corporate Secretary, in writing, at Enfusion, Inc., 125 South Clark Street, Suite 750, Chicago, IL 60603 before the vote is counted; · voting again using the telephone or Internet before 11:59 p.m. Eastern Time on June 12, 2024 (your latest telephone or Internet proxy is the one that will be counted); or · attending the Annual Meeting online and voting virtually during the meeting. Simply logging into the Annual Meeting online will not, by itself, revoke your proxy. If you are a street name stockholder, your broker, bank or nominee can provide you with instructions on how to change your vote.

What is the effect of giving a proxy?		Proxies are solicited by and on behalf of our Board. Oleg Movchan and Matthew Campobasso have been designated as proxy holders by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

What is the effect of abstentions, votes withheld, and broker non-votes?		Votes withheld from any nominee, abstentions and “broker non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld” have no effect on the election of directors. Abstentions have no effect on Proposal Two (the ratification and appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024). Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter, Proposal Two (the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024). Absent direction from you, your broker will not have discretion to vote on Proposal One (election of directors), which is a “non-routine” matter. Broker non-votes will have no effect on Proposal One.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?		In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this Proxy Statement and our 2023 Annual Report, primarily via the Internet. On or about April 26, 2024, we mailed to our stockholders a Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting and how to request printed copies of the proxy materials and 2023 Annual Report.

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		Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

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

How are proxies solicited for the Annual Meeting?		Our Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?		We have adopted a procedure called “householding,” which is permitted by SEC rules. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at investors@enfusion.com or: Enfusion, Inc. Attention: Investor Relations 1 Rockefeller Plaza, Floor 27 New York, NY 10020 (347) 695-8721 Street name stockholders may contact their broker, bank or other nominee to request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?		Stockholder Proposals Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2025 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 27, 2024. In addition, stockholder proposals must comply with the requirements of Rule 14a-8

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regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be delivered by mail to:

Enfusion, Inc.
Attention: Legal Department
125 South Clark Street, Suite 750
Chicago, IL 60603

We also encourage you to submit any such proposals via email to investors@enfusion.com.

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

☐ not earlier than the close of business on February 13, 2025; and

☐ not later than the close of business on March 15, 2025.

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

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

Nomination of Director Candidates

Holders of our common stock may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board and should be directed to our Corporate Secretary at 125 South Clark Street, Suite 750, Chicago, IL 60603. For additional information regarding stockholder recommendations for director candidates, see the section titled “Corporate Governance—Stockholder Recommendations and Nominations to the Board.”

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

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		in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement. Availability of Bylaws A copy of our Bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Why is this Annual Meeting being held virtually?		The Annual Meeting will be held entirely online this year. We are excited to embrace the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and our company. Hosting a virtual meeting provides easy access for our stockholders and facilitates participation because stockholders can participate from any location around the world. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ENFN2024. You will also be able to vote your shares electronically prior to or during the Annual Meeting.

Who pays for the cost of this proxy solicitation?		We pay the entire cost of preparing and distributing these proxy materials. In addition, we may reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by certain of our directors, officers and employees, personally or by mail, telephone, facsimile, email or other means of communication (electronic or otherwise). No additional compensation will be paid for such services.

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PROPOSAL ONE:

ELECTION OF DIRECTORS

Number of Directors; Board Structure

Our Board is divided into three staggered classes of directors. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class III directors expires at the Annual Meeting. The term of the Class I directors expires at the 2025 annual meeting and the term of the Class II directors expires at the 2026 annual meeting. After these terms expire, directors are expected to be elected to hold office for a three-year term and until the election and qualification of their successors in office.

Nominees

Our Board has nominated Oleg Movchan and Jan R. Hauser for re-election as Class III directors to hold office until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal. Each of the nominees is a current Class III director and member of our Board.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by our present board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our Board. Our Board may fill such vacancy at a later date or reduce the size of our Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

Vote Required

The election of directors requires a plurality of the votes properly cast on this proposal at the Annual Meeting for the applicable nominee to be approved. Shares voting “withheld” and broker non-votes will have no effect on the election of directors.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

The biographies of each of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused our Board to determine that the person should serve as a director of Enfusion. In addition to the information presented below regarding each nominee’s and continuing director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board. Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board committees.

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Directors

The following table sets forth information regarding our directors, including their ages, as of April 24, 2024:


					Expiration
				Current	of Term
				Term	For Which
	Class	Age	Position(s)	Expires	Nominated
Director Nominees:
Oleg Movchan	III	50	Chief Executive Officer and Director	2024	2027
Jan R. Hauser⁽¹⁾⁽²⁾	III	65	Director	2024	2027
Continuing Directors:
Bradford E. Bernstein⁽²⁾	I	57	Director	2025	N/A
Lawrence (Larry) Leibowitz⁽¹⁾⁽³⁾	I	64	Director	2025	N/A
Deirdre Somers⁽¹⁾⁽³⁾	I	57	Director	2025	N/A
Michael Spellacy	II	52	Chairman and Director	2026	N/A
Kathleen Traynor DeRose⁽²⁾⁽³⁾	II	63	Director	2026	N/A
Roy Luo⁽²⁾⁽³⁾	II	35	Director	2026	N/A

(1)	Member of the Audit Committee.

(2)	Member of the Compensation Committee.

(3)	Member of the Nominating and Corporate Governance Committee.

Information Concerning Director Nominees

Oleg Movchan. Mr. Movchan has been a member of our Board since 2021, a member of the board of managers of Enfusion Ltd. LLC since February 2009, our Interim Chief Executive Officer from August 2022 to December 2022, and our Chief Executive Officer since December 2022. He served as the Chief Investment Officer, Chief Strategy Officer, Deputy Chief Executive Officer, and a board member of Revolution Global from 2014 until 2021 and was the managing member of Quiet Light Partners, LLC, a proprietary derivatives trading firm, from 2021 until 2023. Mr. Movchan has been the managing partner of Gimel Tech Ventures, a private equity and venture capital firm he founded, since 2018, and the Chief Executive Officer of Kameosa Capital, LLC, an asset management advisory firm that provides integrated advisory on business and product strategy, since 2013. Mr. Movchan is a graduate of the General Management Program from the Aresty Institute of Executive Education at the Wharton School, University of Pennsylvania, and holds an M.S. and an M.B.A from the University of Chicago and an M.S. from Kharkov State University. Mr. Movchan’s qualifications to sit on our Board include his extensive experience in the asset management, hedge fund, and private equity industries and as a director of technology companies.

Jan R. Hauser, CPA. Ms. Hauser has been a member of our Board since 2021. She is a certified public accountant with over 35 years of experience navigating complex business transactions and strategies. Ms. Hauser currently sits on the board of directors of Magna International Inc., where she serves on the Audit Committee and Technology Committee. She previously served on the board of Proterra Inc., from 2022 to 2024, and on the board of Vonage Holdings Corp., where she was also an Audit Committee Chair, from 2019 to 2022. From 2013 until 2019, Ms. Hauser served in various capacities, including as Vice President, Chief Accounting Officer, and Controller, at the General Electric Company (“GE”). Prior to GE, Ms. Hauser was a Partner in the National Office of PricewaterhouseCoopers LLP, serving as a senior technical resource on multiple topics. In addition, she led diversity efforts for the National Office and served on the U.S. Partner Admissions Committee. Early in her career, Ms. Hauser was selected for a two-year fellowship in the Office of the Chief Accountant at the SEC. Ms. Hauser holds a Bachelor of Business Administration, Accounting, summa cum laude, from the University of Wisconsin–Whitewater. She is qualified to serve on our Board because of her extensive accounting and financial experience.

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Information Concerning Continuing Directors

Michael Spellacy. Mr. Spellacy has been a member of our Board since 2023. Since May 2023, Mr. Spellacy has also served as the Financial Services Industry Leader for Alvarez & Marsal Holdings, LLC, a global professional services firm. Mr. Spellacy was appointed Chief Executive Officer and director of Atlas Crest Investment Corp., a special purpose acquisition company, in October of 2020, and he became a director of Archer Aviation Inc. when that company merged with Atlas Crest Investment Corp. in January of 2021. Mr. Spellacy served as the Chief Executive Officer and a director of Atlas Crest Investment Corp. II, a special purpose acquisition company, from January 2021 to December 2022. Mr. Spellacy has extensive experience in technology, data and analytics, capital markets and private equity and has worked as an investor, operating executive and consultant. Mr. Spellacy was a Senior Managing Director and Global Industry Leader of Accenture plc (“Accenture”), a professional services company, from December 2017 to October 2020, overseeing Accenture’s Asset Management, Wealth Management and Investment and Trading businesses. Prior to Accenture, Mr. Spellacy was a Senior Partner, Asset and Wealth Management, at PricewaterhouseCoopers LLP from 2015 to 2017. Mr. Spellacy has a Bachelor of Science degree in Economics from the London School of Economics and an MBA from the University of Hartford. Mr. Spellacy’s experience in the financial industry, and as a public company director, qualifies him to serve on our Board.

Bradford E. Bernstein. Mr. Bernstein has been a member of our Board since 2021 and a member of the board of managers of Enfusion Ltd. LLC since December 2016. Mr. Bernstein has served as the managing partner of FTV Capital, a growth equity investing firm, since 2003. Mr. Bernstein previously served on the board of directors of Sunlight Financial Holdings Inc., a technology-enabled point-of-sale finance company, from May 2018 until December 2023, and has over 30 years of private equity experience. Prior to FTV Capital, Mr. Bernstein was a partner at Oak Hill Capital Management, a private equity firm, and its predecessors where he managed the business and financial services group. He began his private equity career with Patricof & Company Ventures and started his professional career in the investment banking division of Merrill Lynch in New York. Mr. Bernstein received a B.A. magna cum laude from Tufts University. Mr. Bernstein’s qualifications to sit on our Board include his extensive experience as a director of technology companies and his knowledge of the venture capital and technology industries.

Kathleen Traynor DeRose. Ms. DeRose has been a member of our Board since 2021. Ms. DeRose is currently a clinical associate professor of finance and the director of the Fubon Center for Technology, Business, and Innovation at New York University’s Stern School of Business, where she has been since September 2016. She also sits on the board of directors of Experian plc, Voya Financial Company and the London Stock Exchange Group. Previously, she was a managing director at Credit Suisse Group AG, an investment bank and financial services company, in Zurich, Switzerland. Prior to Credit Suisse, Ms. DeRose was a senior managing partner and the head of portfolio management and research at Hagin Investment Management Inc, an investment advisory firm. Ms. DeRose holds a MSc in Contemporary Chinese Studies from the University of Oxford, an MBA from New York University – Stern School of Business (TRIUM program) and a BA in American History from Princeton University. Ms. DeRose’s qualifications to sit on our Board include her finance background and public company board experience.

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Larry Leibowitz. Mr. Leibowitz has been a member of our Board since 2021. Mr. Leibowitz is an experienced finance and technology entrepreneur who specializes in business transformation and capital markets. He is currently Chief Executive Officer of Entrypoint Capital, LLC, a quantitative investment management firm and an Operating Partner of Atlas Merchant Capital LLC, a global investment firm. Mr. Leibowitz has served on the board of directors of Forge Global Holdings, Inc., a global private securities marketplace, since March 2024. He has also served on the board of directors of three special purpose acquisition companies, Concord Acquisition Corp. I, Concord Acquisition Corp. II and Concord Acquisition Corp. III, from 2020 to 2023, 2021 to the present, and 2021 until 2024. Mr. Leibowitz previously served on the board of directors of Cowen, Inc., an independent investment bank, from July 2018 until March 2023. Mr. Leibowitz also serves on the board of various other private companies. Mr. Leibowitz served as Chief Operating Officer, Head of Global Equities Markets and as a Member of the board of directors of NYSE Euronext, from 2007 to 2013. Mr. Leibowitz’s qualifications to sit on our Board include his extensive experience as a director of public companies and his leadership, executive, managerial and business experience with finance and technology companies.

Roy Luo. Mr. Luo has been a member of our Board since 2021 and a member of the board of managers of Enfusion Ltd. LLC since December 2020. Mr. Luo has served as an investor at ICONIQ Capital, an investment management firm, since April 2018, and previously served as an investor at Technology Crossover Ventures (“TCV”) from February 2015 until March 2018. Mr. Luo holds a B.S. from Yale University. Mr. Luo serves on the board of various private companies. Mr. Luo’s qualifications to sit on our Board include his extensive experience as a director of technology companies and his knowledge of the venture capital and technology industries.

Deirdre Somers. Ms. Somers has been a member of our Board since 2023. Ms. Somers has more than 30 years of experience in markets, asset management and investment funds having served as CEO of the Irish Stock Exchange (now Euronext Dublin) from 2007-2018 and Director of Listing from 1998-2007, and as the President of the Federation of European Securities Exchange from 2015-2018. She has extensive international experience and industry knowledge in financial products, market structure, EU regulation, corporate actions and public market transitions. Since 2019, she has served as an independent, non executive director (“INED”) of a number of companies and investment vehicles, both public and private, and she is currently an INED and committee member/chair of Aquis Exchange PLC, BlackRock iShares I-VII, Kenmare Resources plc, and Episode Inc., and chairs Cancer Trials Ireland. Ms. Somers holds a Fellowship of the Institute of Chartered Accountants in Ireland and a Bachelor of Commerce degree from University College Cork. Ms. Somers qualifications to sit on our Board include her extensive experience in asset management, the funds industry and public markets.

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CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board, which is elected by our stockholders. Our Board currently consists of eight directors, all of whom, other than Mr. Movchan, qualify as “independent” under the listing standards of the New York Stock Exchange (the “NYSE”).

Director Independence

Our Class A common stock is listed on the NYSE. Under the listing standards of the NYSE, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation and Nominating and Corporate Governance Committees be independent. Under the listing standards of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of Mr. Bernstein, Ms. DeRose, Ms. Hauser, Mr. Leibowitz, Mr. Luo, Mr. Spellacy and Ms. Somers do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is “independent” as that term is defined under the listing standards of the NYSE. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Board Leadership Structure

The positions of Chief Executive Officer and Chairman of our Board are separated. Michael Spellacy serves as the Chairman of our Board, presides over meetings of our Board and holds such other powers and carries out such other duties as are customarily carried out by the Chairman of our Board. Our Board believes that separating these positions will allow our Chief Executive Officer to focus on setting the overall strategic direction of the Company, expanding the organization to deliver on our strategy and overseeing our day-to-day business, while allowing the Chairperson of the Board to lead the Board in its fundamental role of providing strategic advice to and independent oversight of management. Although our amended and restated bylaws and corporate governance guidelines do not require that our Chairman and Chief Executive Officer positions be separate, our Board believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Our independent directors meet at regularly scheduled executive sessions without management participation, and our independent directors select the director (typically our Chairman or one of our committee chairs) who presides at such sessions.

Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to

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monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. Our Audit Committee also monitors compliance with certain legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines and evaluates our Board and committees’ composition. Our Compensation Committee reviews and discusses the risks arising from our compensation philosophy and practices applicable to all employees that are reasonably likely to have a materially adverse effect on us.

Risks Related to Compensation Policies and Practices

When determining our compensation policies and practices, the Board considers various matters relevant to the development of a reasonable and prudent compensation program, including whether the policies and practices are reasonably likely to have a material adverse effect on us. We believe that the mix and design of our executive compensation plans and policies do not encourage management to assume excessive risks and are not reasonably likely to have a material adverse effect on us for the following reasons: we offer an appropriate balance of short and long-term incentives and fixed and variable amounts; our variable compensation provides enhanced incentives for executives to outperform and strong disincentives for executives to underperform against our Company goals and is based on a balanced mix of Company performance criteria; and the Board and Compensation Committee have the authority to adjust variable compensation as appropriate.

Anti-Hedging and Anti-Pledging Policies

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in our securities. Our insider trading policy prohibits all directors, executive officers and other employees from engaging in derivative securities transactions, including hedging, with respect to Company securities and from pledging Company securities as collateral, or holding Company securities in a margin account, unless a waiver has been authorized in writing by our Audit Committee.

Compensation Recovery Policy

On September 21, 2023, we adopted a compensation recovery policy designed to comply with the mandatory compensation recoupment requirements under NYSE rules that became effective as of October 2, 2023. Our compensation recovery policy provides that in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, then we will seek to recover any erroneously awarded performance-based incentive compensation received by our current or former executive officers during the three completed fiscal years immediately preceding such financial restatement.

Board Meetings and Committees

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

During our fiscal year ended December 31, 2023, our Board held 8 meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she had been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served. Under our Corporate Governance Guidelines, directors are expected to spend the time needed and meet as frequently as our Board deems necessary or appropriate to discharge their responsibilities. Directors are also expected to make efforts to attend all meetings of our Board and all meetings of the committees on which they serve. Each of our directors attended our 2023 annual meeting of stockholders.

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Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board is described below. Members serve on these committees until their resignation or until as otherwise determined by our Board.

Audit Committee

Our Audit Committee currently consists of Ms. Hauser, Mr. Leibowitz and Ms. Somers, with Ms. Hauser serving as Chairperson. Each member of our Audit Committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of our Audit Committee also meets the financial literacy and sophistication requirements of the listing standards of the NYSE. In addition, our Board has determined that Ms. Hauser is an Audit Committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). Our Audit Committee’s responsibilities include, among other things:

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

helping to ensure the independence and performance of the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm, and review, with management and the independent registered public accounting firm, our interim and year-end results of operations;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing our policies on risk assessment and our enterprise risk management framework;

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal control procedures, any material issues with such procedures, and any steps taken to deal with such issues; and

approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our Audit Committee is available on our website at https://ir.enfusion.com/.

Our Audit Committee held 6 meetings during the fiscal year ended December 31, 2023.

Compensation Committee

Our Compensation Committee consists of Ms. DeRose, Mr. Bernstein, Ms. Hauser and Mr. Luo, with Ms. DeRose serving as Chairperson. Each member of our Compensation Committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of our Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee’s responsibilities include, among other things:

reviewing, approving and determining, or making recommendations to our Board regarding, the compensation of our executive officers and directors;

administering our equity incentive plans;

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reviewing and approving, or making recommendations to our Board regarding, incentive compensation and equity plans; and

establishing and reviewing general policies relating to compensation and benefits of our employees.

Our Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. Pursuant to its charter, the Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members to carry out its responsibilities. A copy of the charter of our Compensation Committee is available on our website at https://ir.enfusion.com/.

Our Compensation Committee held 5 meetings during the fiscal year ended December 31, 2023.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mr. Leibowitz, Ms. DeRose, Mr. Luo and Ms. Somers, with Mr. Leibowitz serving as Chairperson. Each member of our Nominating and Corporate Governance Committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Our Nominating and Corporate Governance Committee’s responsibilities include, among other things:

identifying, evaluating and selecting, or making recommendations to our Board regarding, nominees for election to our Board and its committees;

evaluating the performance of our Board and our committees;

considering and making recommendations to our Board regarding the composition of our Board and its committees;

reviewing related party transactions;

evaluating the adequacy of our corporate governance practices and reporting; and

developing and making recommendations to our Board regarding corporate governance guidelines and matters.

Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing standards of the NYSE. A copy of the charter of our Nominating and Corporate Governance Committee is available on our website at https://ir.enfusion.com/.

Our Nominating and Corporate Governance Committee held 3 meetings during the fiscal year ended December 31, 2023.

Compensation Committee Interlocks and Insider Participation

Each of Ms. DeRose, Mr. Bernstein, Ms. Hauser and Mr. Luo served on our Compensation Committee during the fiscal year ended December 31, 2023. None of the members of our Compensation Committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board or Compensation Committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or Compensation Committee. See the section titled “Certain Relationships and Related Party Transactions” for information about related party transactions involving members of our Compensation Committee or their affiliates.

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Identifying and Evaluating Director Nominees

The Board has delegated to the Nominating and Corporate Governance Committee the responsibility of identifying suitable candidates for nomination to the Board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in these corporate governance guidelines and the committee’s charter. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board. The Nominating and Corporate Governance Committee engaged and paid a fee to Korn Ferry to assist in the process of identifying and evaluating a director candidate that joined the Company in January of 2023.

Qualifications

Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that it deems appropriate or advisable. In its identification and evaluation of director candidates, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board and the needs of our Board and the respective committees of our Board. Some of the factors that our Nominating and Corporate Governance Committee considers include, without limitation, character, integrity, judgment, independence, skills, education, expertise, business acumen, business experience, length of service, diversity of background and experience, understanding of our business and industry, potential conflicts of interest and other commitments.

Nominees must also have proven achievement and competence in their field, the ability to offer advice and guidance to our management team, the ability to make significant contributions to our success and an understanding of the fiduciary responsibilities that are required of a director. Director candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all Board and committee responsibilities. Members of our Board are expected to prepare for, attend and participate in all Board and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

Although our Board does not maintain a specific policy with respect to board diversity, our Board believes that our Board should be a diverse body, and our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee may take into account the benefits of diverse viewpoints. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual Board and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board the director nominees for selection.

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Stockholder Recommendations and Nominations to the Board

The Nominating and Corporate Governance Committee will consider director nominee candidates who are recommended by our stockholders. Stockholders, in submitting recommendations to the Nominating and Corporate Governance Committee for director nominee candidates, must follow the following procedures:

The Nominating and Corporate Governance Committee must receive any such recommendation for nomination not earlier than the close of business on the 120^th day prior to the date on which our proxy statement was released to stockholders in connection with the previous year’s annual meeting.

All recommendations for director candidates must be submitted in writing to our Corporate Secretary at 125 South Clark Street, Suite 750, Chicago, IL 60603, and must include the following:

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name and address of the stockholder making the recommendation;

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a representation that the stockholder is a record holder of our securities, or if the stockholder is not a record holder, evidence of ownership;

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name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the precedent five full years of the individual recommend for consideration as a director nominee;

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a description of the qualifications and background of the proposed director nominee that addresses the criteria for board membership approved by the Board from time to time and set forth in the policies and procedures for director candidates adopted by our Nominating and Corporate Governance Committee;

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a description of all arrangements or understandings between the stockholder and the proposed director nominee;

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the consent of the proposed director nominee (i) to be named in the proxy statement for the annual meeting and (ii) to serve as a director if elected at such annual meeting;

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any other information required by our Bylaws; and

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any other information regarding the proposed director nominee that is required to be included in the proxy statement.

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Stockholder Communications

The Board provides to every stockholder the ability to communicate with the Board, as a whole, and with individual directors on the Board through an established process for stockholder communication. For a stockholder communication directed to the Board as a whole, stockholders may send such communication to the Office of the General Counsel via U.S. Mail or Expedited Delivery Service to: Enfusion, Inc., 125 South Clark Street, Suite 750, Chicago, IL 60603, Attn: Board of Directors, c/o Office of the General Counsel.

For a stockholder or other interested party communication directed to an individual director in his or her capacity as a member of the Board, stockholders may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Enfusion, Inc., 125 South Clark Street, Suite 750, Chicago, IL 60603, Attn: Name of Individual Director.

We will forward by U.S. Mail any such stockholder communication to each director to whom such communication is addressed and to the Chairperson of the Audit Committee of the Board, in his or her capacity as a representative of the Board, at the address specified by each such director and the Chairperson of the Audit Committee of the Board.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. A copy of our Corporate Governance Guidelines and Code of Business Conduct and Ethics is available on our Internet website at https://ir.enfusion.com/ under “Governance—Governance Documents” and may also be obtained without charge by contacting our Corporate Secretary at Enfusion, Inc., 125 South Clark Street, Suite 750, Chicago, IL 60603. We intend to disclose any amendments to our Code of Business Conduct and Ethics, or waivers of its requirements, on our website or in filings under the Exchange Act, as required by the applicable rules and exchange requirements. During the fiscal year ended December 31, 2023, no waivers were granted from any provision of the Code of Business Conduct and Ethics.

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PROPOSAL TWO:

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has engaged Ernst & Young LLP (“EY”) as our independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending December 31, 2024, and we are asking you and other stockholders to ratify this appointment. During the fiscal year ended December 31, 2023, EY served as our independent registered public accounting firm.

Although ratification of the appointment of EY is not required by our Bylaws or otherwise, our Board is submitting the appointment of EY to stockholders for ratification as a matter of good corporate governance. A majority of the votes properly cast on this proposal is required in order to ratify the appointment of EY. In the event that a majority of the votes properly cast on this proposal do not ratify this appointment of EY, our Audit Committee will reconsider whether or not to retain EY. Even if the appointment is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the stockholders. Abstentions will have no effect on this proposal. Proposal Two is considered to be a routine matter, and a brokerage firm will be able to vote on this proposal even if it does not receive instructions.

We expect that a representative of EY will attend the Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

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

We have adopted a policy under which our Audit Committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. As part of its review, our Audit Committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board. Our Audit Committee has pre-approved all services performed by the independent registered public accounting firm since the pre-approval policy was adopted prior to our initial public offering (the “IPO”).

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Audit Fees

The following table sets forth the fees billed or to be billed by EY and its affiliates for professional services rendered with respect to the fiscal years ended December 31, 2023 and 2022. All of these services were approved by our Audit Committee.


Fee Category	Fiscal 2023		Fiscal 2022
Audit Fees⁽¹⁾	$	1,241,300	$	1,142,045
Audit-Related Fees⁽²⁾		—		—
Tax Fees⁽³⁾		—		—
All Other Fees⁽⁴⁾		2,000		1,250
Total Fees	$	1,243,300	$	1,143,295

(1)

Audit Fees consist of fees for professional services provided in connection with the audit of our financial statements, reviews of our quarterly financial statements and accounting consultations are billed as audit services. This category also includes fees for services normally provided by EY in connection with statutory and regulatory filings or engagements.

(2)	Audit-Related Fees consist of fees billed for assurance and related services.

(3)	Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning..

(4)	All Other Fees consist of aggregate fees billed for subscriptions to an accounting research platform provided by the independent registered public accounting firm.

Vote Required

The ratification of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2024 requires the affirmative vote of a majority of the votes properly cast on this proposal at the Annual Meeting to be approved. Abstentions and broker non-votes, if any, will have no effect on the outcome of this proposal.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee is a committee of the Board comprised solely of independent directors as required by the listing standards of the NYSE and rules and regulations of the SEC. The Audit Committee operates under a written charter approved by our Board, which is available on our website at https://ir.enfusion.com/. The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate Audit Committees. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.

With respect to our financial reporting process, our management is responsible for (1) establishing and maintaining internal controls and (2) preparing our financial statements. Our independent registered public accounting firm, Ernst & Young LLP (“EY”), is responsible for performing an independent audit of our financial statements. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the Audit Committee has:

reviewed and discussed the audited financial statements with management and EY;

discussed with EY the matters required to be discussed by the statement on Auditing Standards No. 1301, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), and as adopted by the Public Company Accounting Oversight Board (“PCAOB”); and

received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with EY its independence.

Based on the Audit Committee’s review and discussions with management and EY, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.

Respectfully submitted by the members of the Audit Committee of the Board:

Jan R. Hauser

Larry Leibowitz

Deirdre Somers

The information contained in this audit and risk committee report shall not be deemed to be “soliciting material,” “filed” with the SEC, subject to Regulations 14A or 14C of the Exchange Act, or subject to the liabilities of Section 18 of the Exchange Act. No portion of this audit and risk committee report shall be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act, through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that we specifically incorporate this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

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EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers, including their ages, as of April 24, 2024:


Name	Age	Position
Oleg Movchan	50	Chief Executive Officer and Director
Neal Pawar	52	Chief Operating Officer
Bronwen Bastone	51	Chief People Officer
Bradley Herring	54	Chief Financial Officer
Matthew R. Campobasso	45	General Counsel & Corporate Secretary

Executive Officers

Please refer to “Proposal One: Election of Directors” for Mr. Movchan’s biography.

Neal Pawar. Mr. Pawar has been our Chief Operating Officer since November 2023. Previously, Mr. Pawar served at Qontigo, a provider of financial intelligence tools for investment management, first as Chief Operating Officer from March 2021 to June 2023, and then as Chief Executive Officer from June 2023 to October 2023. Prior to Qontigo, Mr. Pawar served as the Group Chief Information Officer of Deutsche Bank, an investment bank and financial services company, from 2019 to 2020, and as a Principal and Chief Technology Officer of AQR Capital Management, an investment management firm, from 2014 to 2019. In addition, Mr. Pawar has been a member of the Board of Directors of CAIS since 2021, and a member of the Advisory Board of Talos since 2022. Mr. Pawar has also served as the Chief Information Officer of UBS Wealth Management and as a Managing Director at D.E. Shaw. Mr. Pawar has a B.S. in Computer Science from Brown University.

Bronwen Bastone. Ms. Bastone has been our Chief People Officer since October 2021. Prior to joining Enfusion Ms. Bastone was a Partner at Exos Financial LLC, a financial services platform, from July 2017 to October 2021. Ms. Bastone has also held positions within HR at institutions such as Brookfield Asset Management, Cushman & Wakefield, Knight Capital and Merrill Lynch. Ms. Bastone holds an M.B.A. from the University of Technology, Sydney, Australia.

Bradley Herring. Mr. Herring has been our Chief Financial Officer since December 2022. Previously, Mr. Herring served as Chief Financial Officer of Shift4 Payments, a NYSE-listed payment processing and SaaS company, from October 2019 to August 2022, and as Chief Financial Officer of Elavon, Inc., a processor of credit card transactions from 2016 to 2019. Mr. Herring also served as Chief Financial Officer of the digital banking group of Fiserv, a provider of online banking and online payment services, from 2012 to 2015. He was also the Vice President of Global Operations for Equifax for five years, from 2008 to 2013. Mr. Herring has passed the Series 7 General Securities Representative Exam, administered by the Financial Industry Regulatory Authority, Inc. He holds a B.A. in Management and Economics and an M.B.A. from Georgia Institute of Technology Scheller College of Business.

Matthew R. Campobasso. Mr. Campobasso has been our General Counsel & Corporate Secretary since November of 2022, before which he was our Deputy General Counsel from September of 2022 until his promotion to General Counsel & Corporate Secretary. Prior to that, Mr. Campobasso was General Counsel at TruQua, a private consulting firm, from March 2020 to September 2020, when TruQua was acquired by IBM. Before that, Mr. Campobasso was a partner at Elevate Services, a software-powered legal services company, from July 2018 to March 2020. Mr. Campobasso also previously held positions such as a partner within the complex commercial litigation practice group of a global law firm and as a criminal prosecutor. Mr. Campobasso holds a J.D. from the University of Illinois Chicago School of Law, and a B.S. from the University of Illinois Urbana-Champaign.

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EXECUTIVE COMPENSATION

This section discusses the material elements of our executive compensation policies and decisions and important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our named executive officers and is intended to place in perspective the information presented in the following tables and the corresponding narrative.

Our named executive officers for the year ended December 31, 2023, which consist of our principal executive officer during such year and the next two most highly compensated executive officers, are:

●

Oleg Movchan, our Chief Executive Officer;

●

Brad Herring, our Chief Financial Officer; and

●

Neal Pawar, our Chief Operating Officer

Compensation Decisions

Our Board and Compensation Committee review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, the Compensation Committee and the Board consider each officer’s experience and individual performance, our performance as a whole, data from surveys of compensation paid by comparable companies and general industry conditions, but does not assign any specific weighting to any factor. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, annual bonus opportunity and/or long-term incentive opportunities.

Our Compensation Committee is primarily responsible for determining the compensation for our executive officers. Our Compensation Committee typically reviews and discusses management’s proposed compensation with our Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee then sets the compensation for each executive officer other than the Chief Executive Officer and recommends the compensation for the Chief Executive Officer to our Board for approval. Our Board discusses the Compensation Committee’s recommendation and ultimately approves the compensation of our Chief Executive Officer without members of management present. Our Compensation Committee has the authority to engage the services of a consulting firm or other outside advisor to assist it in designing our executive compensation programs and in making compensation decisions. In 2023, the Compensation Committee retained the services of Meridian Compensation Partners (“Meridian”) as its independent compensation consultant to advise on matters related to executive compensation, Board compensation and related governance matters. Meridian reported directly to our Compensation Committee. In accordance with the NYSE listing standards, our Compensation Committee assessed the independence of Meridian and concluded that the engagement of Meridian did not raise any conflict of interest.

Elements of Executive Compensation

Base Salaries. Base salaries for the named executive officers are determined annually by the Compensation Committee or Board, based on the scope of each officer’s responsibilities and with due consideration of the officer’s respective experience and contributions during the prior year. When reviewing base salaries, the Compensation Committee and Board takes factors into account such as each officer’s experience and individual performance, our performance as a whole, data from surveys of compensation paid by comparable companies and general industry conditions, but does not assign any specific weighting to any factor.

Annual Bonuses. We provide our named executive officers with short-term incentive compensation through an annual bonus program that is available to all of our employees other than those within our sales department. Each eligible participant may receive bonuses, paid as cash or through a combination of cash and equity, based on the achievement of certain performance goals, as determined in the sole discretion of the Compensation Committee. Each

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participant’s target award may be a percentage of a participant’s annual base salary as of the beginning or end of a performance period or a fixed dollar amount. In addition, to be eligible to earn an annual bonus, a participant must be employed by us on the bonus payment date, and must have been employed by us on October 1^st of the bonus year, unless otherwise provided by the Compensation Committee. Because Mr. Pawar did not start his current position until after October 1, 2023, he was not eligible for the Company’s 2023 annual bonus. During the 2023 fiscal year, the Company funded the annual bonus at 75.3% of the target payout level.

Equity or Equity-Based Awards. Our Board believes that awards that tie to the appreciation in value of the Company provide executives with a strong link to long-term performance, create an ownership culture and help to align the interests of executive officers and our equity holders. Accordingly, we have granted awards to our executive officers under our 2021 Stock Option and Incentive Plan (the “2021 Plan”). The outstanding awards held by each of our named executive officers as of December 31, 2023 under the 2021 Plan are described in more detail in “—Outstanding Equity Awards at Fiscal Year-End 2023” below.

Other Benefits. Our named executive officers are eligible for additional benefits, such as basic health benefits that are generally available to all of our employees, subject to the terms of those plans. We also maintain a retirement savings plan (the “401(k) plan”) that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who are at least 21 years of age, including our named executive officers, are generally eligible to participate in the 401(k) plan, subject to certain criteria. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. After their first year of service, we also make matching contributions equal to 50% of the first 6% of compensation deferred.

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2023 and 2022.


											Non-Equity
Name and											Incentive Plan		All Other
Principal Position	Year	Salary		Bonus			Stock Awards⁽¹⁾		Option Awards⁽¹⁾		Compensation⁽²⁾		Compensation⁽³⁾		Total
Oleg Movchan	2023	$	650,025		—		$	370,401	$	250,000	$	180,600	$	4,164	$	1,455,190
Chief Executive Officer and Director	2022	$	235,507	$	219,041	⁽⁴⁾	$	1,202,500		—		—		—	$	1,657,048
Bradley Herring	2023	$	450,017		—		$	532,773		—	$	124,100		—	$	1,106,890
Chief Financial Officer	2022	$	17,045	$	250,000	⁽⁵⁾	$	1,526,000		—		—		—	$	1,793,045
Neal Pawar	2023	$	44,320		—		$	2,570,306		—		—		—	$	2,616,626
Chief Operating Officer	2022		—		—			—		—		—		—		—

(1)

In accordance with SEC rules, the amounts shown for the aggregate grant date fair value of restricted stock units (“RSUs”), performance-based RSUs and option awards are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). Fair value of the performance-based RSUs granted to Mr. Movchan in 2022 and Mr. Pawar in 2023 was determined was determined using Monte Carlo simulation models that consider the probable outcomes of the market-based performance conditions governing such awards. Assuming that the maximum performance is achieved with respect to the performance-based RSUs, the value at the grant date of the awards would each have been as follows: Mr. Movchan - $2,425,000 and Mr. Pawar - $5,736,200, respectively. The assumptions used by the Company in calculating these amounts are included in Note 10 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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(2)	Represents our 2023 annual bonus, which was paid to the named executive officers in the first quarter of 2024.

(3)	The amounts reported in this column reflect 401(k) matching contributions.

(4)	Represents a maximum cash bonus of up to $650,000, which was pro-rated based on the term of Mr. Movchan’s service as Interim Chief Executive Officer, as described below under “Executive Employment Arrangements.”

(5)	Represents a one-time sign-on bonus of $250,000, as described below under “Executive Employment Arrangements.”

Outstanding Equity Awards at Fiscal Year-End 2023

The following table sets forth information with respect to unvested equity and equity incentive plan awards held by our named executive officers that were outstanding as of December 31, 2023.


	Option Awards								Stock Awards
													Equity
													Incentive
													Plan
													Awards:		Equity
				Equity					Number				Number		Incentive
				Incentive					of		Number of		of		Plan
				Plan					Shares		Unearned		Unearned		Awards:
				Awards:					or		Shares,		Shares,		Market
		Number of	Number of	Number of					Units of		Units		Units		or
		Securities	Securities	Securities					Stock		or Other		or Other		Payout
		Underlying	Underlying	Underlying					That		Rights		Rights		Value
		Unexercised	Unexercised	Unexercised		Option			Have		Have		That		That
		Options	Options	Unearned		Exercise		Option	Not		Not		Have Not		Have Not
	Grant	Exercisable	Unexercisable	Options		Price		Expiration	Vested		Vested		Vested		Vested
Name	Date	(#)	(#)	(#)		($)		Date	(#)		($)⁽¹⁾		(#)		($)⁽²⁾
Oleg Movchan	12/22/22	—	—	—			—	—	—		$	—	250,000	⁽³⁾	$	2,425,000
	01/05/23	—	—	37,370	⁽⁴⁾	$	11.06	01/05/33	—			—	—			—
	01/05/23	—	—	—			—	—	22,604	⁽⁵⁾	$	219,259	—			—
Bradley Herring	12/19/22	—	—	—			—	—	175,000	⁽⁶⁾	$	1,697,500	—			—
	01/05/23	—	—	—			—	—	40,688	⁽⁷⁾	$	394,674	—			—
Neal Pawar	11/27/2023	—	—	—			—	—	—			—	580,000	⁽⁸⁾	$	5,626,000
		—	—	—			—	—	425,000	⁽⁹⁾	$	4,122,500	—			—

(1)	In accordance with SEC rules, market value is based on $9.70, the closing price of our common stock on the last trading day of the fiscal year.

(2)	In accordance with SEC rules, market value is based on $9.70, the closing price of our common stock on the last trading day of the fiscal year, and assumes that all performance conditions had been fulfilled as of such date.

(3)

Represents an award of performance-based RSUs granted to Mr. Movchan under the 2021 Plan that vests as follows: (a) 125,000 RSUs shall vest if the 10-day moving average of the closing price of the Class A common stock (the “10-Day Moving Average”) is $17.00 at any point on or before December 22, 2025, and (b) 125,000 RSUs shall vest if the 10-Day Moving Average is $25.00 at any point on or before December 22, 2025.

(4)	Represents an award of options granted under the 2021 Plan to Mr. Movchan that become exercisable in three approximately equal installments on each of January 5, 2024, January 5, 2025 and January 5, 2026.

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(5)	Represents an award of 22,604 RSUs granted under the 2021 Plan to Mr. Movchan that vests in three approximately equal installments on each of January 5, 2024, January 5, 2025 and January 5, 2026.

(6)	Represents an award of 175,000 RSUs granted under the 2021 Plan to Mr. Herring that vests in two equal installments on each of December 19, 2024 and December 19, 2025.

(7)	Represents an award of 40,688 RSUs granted under the 2021 Plan to Mr. Herring that vests in three approximately equal installments on each of January 5, 2024, January 5, 2025 and January 5, 2026.

(8)

Represents an award of performance-based RSUs granted to Mr. Pawar under the 2021 Plan that vests as follows: (a) 100,000 RSUs shall vest if the 10-Day Moving Average is $15.00 at any point on or before November 27, 2026; (b) 120,000 RSUs shall vest if the 10-Day Moving Average is $20.00 at any point on or before November 27, 2026; (c) 160,000 RSUs shall vest if the 10-Day Moving Average is $30.00 at any point on or before November 27, 2028; and (d) 200,000 RSUs shall vest if the 10-Day Moving Average is $40.00 at any point on or before November 27, 2028.

(9)	Represents an award of RSUs granted under the 2021 Plan to Mr. Pawar vests in three approximately equal installments on each of November 27, 2024, November 27, 2025 and November 27, 2026.

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Executive Employment Arrangements

We entered into employment agreements with each of the named executive officers in connection with their employment with us, which set forth the terms and conditions of their employment and which contain non-solicitation, non-competition, confidentiality and intellectual property assignment covenants.

Oleg Movchan

On August 21, 2022, we entered into an employment agreement (the “Interim CEO Agreement”) with Mr. Movchan under which he joined us as our Interim Chief Executive Officer and was provided with, among other things, an annual base salary of $650,000 and a maximum cash bonus of up to $650,000 (pro-rated based on the term of Mr. Movchan’s service during the 12 months following the date of the Interim CEO Agreement). On December 22, 2022, we entered into an employment agreement (the “CEO Agreement”) with Mr. Movchan that superseded the Interim CEO Agreement and provided that Mr. Movchan would receive an annual base salary of $650,000, have a target bonus of $400,000, and be eligible to participate in the Company’s long-term equity incentive plan for executives beginning in 2023, with his equity incentive grant to initially have a grant date value of $500,000. Effective March 5, 2024, we amended the CEO Agreement (the “Amended CEO Agreement”), to provide that Mr. Movchan will receive an annual base salary of $650,000, will have a target bonus of $400,000, and will be eligible to participate in the Company’s long-term equity incentive plan for executives, with his long-term equity incentive grant for the 2024 fiscal year to consist of time-based RSUs that have a grant date value of $1,250,000.

In accordance with the terms of the CEO Agreement and effective December 22, 2022, Mr. Movchan was awarded 250,000 performance-based RSUs (the “2022 CEO Grant”) under the 2021 Plan. The 2022 CEO Grant will vest as follows: (a) 125,000 RSUs shall vest if the 10-Day Moving Average is $17.00 at any point on or before December 22, 2025, and (b) 125,000 RSUs shall vest if the 10-Day Moving Average is $25.00 at any point on or before December 22, 2025, in each case subject to Mr. Movchan remaining in a service relationship on the applicable vesting dates.

In accordance with the terms of the Amended CEO Agreement and effective March 5, 2024, Mr. Movchan was awarded 100,000 performance-based RSUs (the “2024 CEO Grant”) under the 2021 Plan. The 2024 CEO Grant will vest if the 10-Day Moving Average is $20.00 at any point on or before March 5, 2027 and subject to Mr. Movchan remaining in a service relationship on the applicable vesting date.

Additionally, Mr. Movchan is eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

Bradley Herring

On December 14, 2022, Mr. Herring entered into an employment agreement with the Company, with a commencement date of December 19, 2022 (the “CFO Agreement”). Pursuant to the terms of the CFO Agreement, Mr. Herring received an annual base salary of $450,000, received a one-time sign-on bonus of $250,000 (subject to certain customary clawback conditions), had a target bonus of $275,000 for the 2023 fiscal year, and was eligible to participate in the Company’s long-term equity incentive plan for executives beginning in 2023, with his equity incentive grant for the 2023 fiscal year to consist of time-based RSUs that had a grant date value of $450,000. Effective March 1, 2024, we amended the CFO Agreement, to provide that Mr. Herring will receive an annual base salary of $450,000, will have a target bonus of $275,000, and will be eligible to participate in the Company’s long-term equity incentive plan for executives, with his long-term equity incentive grant for the 2024 fiscal year to consist of time-based RSUs that have a grant date value of $660,000.

In accordance with the terms of the CFO Agreement and effective December 19, 2022, Mr. Herring was awarded 175,000 RSUs (the “CFO Grant”) under the 2021 Plan. The CFO Grant will vest in two equal installments on December 19, 2024 and December 19, 2025, subject to Mr. Herring remaining in a service relationship on the applicable vesting dates.

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Additionally, Mr. Herring is eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

Neal Pawar

On November 7, 2023, we entered into an employment agreement (the “COO Agreement”) with Mr. Pawar under which he joined us as our Chief Operating Officer commencing on November 27, 2023. Pursuant to the terms of the COO Agreement, Mr. Pawar will receive an annual base salary of $450,000, will receive a one-time sign-on cash bonus on April 1, 2024 of $250,000 (subject to certain customary clawback conditions), will have a target bonus of $300,000 for the 2024 fiscal year and will be eligible to participate in the Company’s long-term equity incentive plan for executives beginning in 2024, with his equity incentive grant for the 2024 fiscal year to consist of time-based RSUs that have a grant date value of $1,250,000.

In accordance with the terms of the COO Agreement and effective November 27, 2023, Mr. Pawar was awarded (1) 580,000 performance-based RSUs (the “COO Performance-Based RSUs”), (2) 425,000 time-based RSUs (the “COO Time-Based RSUs”) and (3) unrestricted and fully-vested shares of the Company’s Class A common stock with an aggregate value of approximately $600,000 under the 2021 Plan. The COO Performance-Based RSUs will vest as follows: (a) 100,000 RSUs shall vest if the 10-Day Moving Average is $15.00 at any point on or before November 27, 2026; (b) 120,000 RSUs shall vest if the 10-Day Moving Average is $20.00 at any point on or before November 27, 2026; (c) 160,000 RSUs shall vest if the 10-Day Moving Average is $30.00 at any point on or before November 27, 2028; and (d) 200,000 RSUs shall vest if the 10-Day Moving Average is $40.00 at any point on or before November 27, 2028, in each case subject to Mr. Pawar remaining in a service relationship on the applicable vesting dates.

The COO Time-Based RSUs will vest in three approximately equal installments on each of November 27, 2024, November 27, 2025 and November 27, 2026, subject to Mr. Pawar remaining in a service relationship on the applicable vesting dates. If Mr. Pawar is terminated without Cause or resigns for Good Reason (each as defined in the COO Agreement), the vesting of the COO Time-Based RSUs may continue or, in the event of a Sale Event (as defined in the 2021 Plan), be accelerated.

Pursuant to the COO Agreement, if Mr. Pawar resigns for Good Reason or we terminate his employment without Cause, then we will offer Mr. Pawar the opportunity to enter into a separate severance agreement describing post-termination rights and obligations. The severance agreement will, at a minimum, provide for severance pay in the form of cash payment equivalent to one-year base salary plus one-year target discretionary bonus and payment of the full COBRA premiums applicable to Mr. Pawar and his eligible dependents for a period of 12 months immediately following his loss of coverage from the Company. When calculating one-year base salary and one-year target bonus, we will utilize the average of both Mr. Pawar’s base salary and his discretionary bonus across the three years preceding the termination event. If Mr. Pawar is terminated prior to three full years of service, we will utilize Mr. Pawar’s entire period of employment to determine the average.

Additionally, Mr. Pawar is eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

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Equity Compensation Plan Information

The following table provides information as of December 31, 2023 with respect to shares of our Class A common stock that may be issued under our existing equity compensation plans.


	Number of
	Securities to be			Number of Securities
	Issued upon			Remaining Available for
	Exercise of			Future Issuance Under
	Outstanding	Weighted-average		Equity Compensation
	Options, Restricted	exercise price of		Plans (Excluding
	Stock Units and	outstanding options,		Securities Reflected in
	Rights	warrants and rights		the First Column)
Plan Category	(#)	($)⁽¹⁾		(#)
Equity compensation plans approved by security holders⁽²⁾	3,432,111	$	10.77	22,517,340	⁽³⁾⁽⁴⁾
Equity compensation plans not approved by security holders	—		—	—
TOTAL	3,432,111		22,517,340

(1)	The weighted-average exercise price relates only to stock options.

(2)	Consists of our 2021 Plan and our 2021 Stock Purchase Plan (the “ESPP”).

(3)

As of December 31, 2023, a total of 20,096,214 shares of our Class A common stock have been reserved and remain available for issuance pursuant to the 2021 Plan, which number excludes the 3,825,928 shares that were added to the plan as a result of the automatic annual increase on January 1, 2024. The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1 by 3% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation Committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise will be added back to the shares of common stock available for issuance under the 2021 Plan.

(4)

As of December 31, 2023, a total of 2,421,126 shares of our Class A common stock have been reserved for issuance pursuant to the ESPP, which number excludes the 1,275,309 shares that were added to the ESPP as a result of the automatic annual increase on January 1, 2024. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1 by the lesser of 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation Committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

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NON-EMPLOYEE DIRECTOR COMPENSATION

The following table sets forth information regarding compensation earned by or paid to our non-employee directors during our fiscal year ended December 31, 2023:


	Fees Earned
	or Paid in
Name	Cash ($)		Stock Awards ($)⁽¹⁾		Total ($)
Michael Spellacy⁽²⁾	$	185,914	$	472,290	$	658,204
Bradford E. Bernstein⁽³⁾		—		—		—
Kathleen Traynor DeRose⁽⁴⁾	$	60,000	$	168,172	$	228,172
Jan R. Hauser⁽⁵⁾	$	66,499	$	168,172	$	234,671
Larry Leibowitz⁽⁶⁾	$	60,000	$	168,172	$	228,172
Roy Luo⁽⁷⁾		—		—		—
Deirdre Somers⁽⁸⁾	$	50,329	$	412,542	$	462,871

(1)

In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted during 2023 computed in accordance with FASB ASC 718. The grant date fair value for RSUs granted to our non-employee directors in 2023 is measured based on closing price of our Class A common stock on the date of grant, or the next trading day’s closing price of our Class A common stock for grants made on days the New York Stock Exchange is closed. See Note 10—Management Incentive Plan and Stock-Based Compensation found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in our 2023 Annual Report.

(2)	As of December 31, 2023, Mr. Spellacy held 38,339 RSUs that had not yet vested as of such date.

(3)

As of December 31, 2023, Mr. Bernstein held no outstanding awards. Mr. Bernstein has voluntarily elected to forego the director compensation owed to him in accordance with the non-employee director compensation policy, with the exception of reimbursements for out-of-pocket expenses incurred for his attendance at meetings of our Board or any committee thereof.

(4)	As of December 31, 2023, Ms. DeRose held 20,769 RSUs that had not yet vested as of such date.

(5)	As of December 31, 2023, Ms. Hauser held 18,909 RSUs that had not yet vested as of such date.

(6)	As of December 31, 2023, Mr. Leibowitz held 15,233 RSUs that had not yet vested as of such date.

(7)

As of December 31, 2023, Mr. Luo held no outstanding awards. Mr. Luo has voluntarily elected to forego the director compensation owed to him in accordance with the non-employee director compensation policy, with the exception of reimbursements for out-of-pocket expenses incurred for his attendance at meetings of our Board or any committee thereof.

(8)	As of December 31, 2023, Ms. Somers held 32,563 RSUs that had not yet vested as of such date.

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Non-Employee Director Compensation Policy

During the 2023 fiscal year, our non-employee directors were eligible to receive cash retainers (which were prorated for the portion of the year they earned such retainers) and equity awards set forth below:


	As of
	December 31,
	2023
Annual retainer for Board membership	$	40,000
Annual retainer for Board Chairperson	$	150,000

Annual service as Audit Committee chairperson	$	20,000
Annual service as member of the Audit Committee (other than chair)	$	10,000
Annual service as Compensation Committee chairperson	$	15,000
Annual service as member of the Compensation Committee (other than chair)	$	6,500
Annual service as Nominating and Corporate Governance Committee chairperson	$	10,000
Annual service as member of the Nominating and Corporate Governance Committee (other than chair)	$	5,000

Our policy provides that each non-employee director elected to our Board will be granted RSUs having a value of $187,500 (the “Initial Grant”). In addition, on the date of each of our annual meetings of stockholders, each non-employee director who will continue as a non-employee director following such meeting will be granted an annual award of RSUs having a value of $125,000 (the “Annual Grant”). The number of shares subject to each of the Initial Grant and Annual Grant is determined by dividing the value of such award by the closing price of our stock over the trailing 30-day period prior to the grant date. The Initial Grant will vest in three equal annual installments on each anniversary date on which the non-employee director was appointed to our Board, subject to continued service as a director through each applicable vesting date. The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. In addition, all such awards are subject to full accelerated vesting upon the sale event of our Company (as defined in the policy).

We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof.

Mr. Bernstein, Mr. Luo and Mr. Movchan have all voluntarily elected to forego the director compensation owed to them in accordance with the above, with the exception of reimbursements for out-of-pocket expenses incurred for their attendance at meetings of our Board or any committee thereof.

On April 15, 2024, the Board of Directors approved increasing the annual retainer for Board membership to $55,000 per year and eliminating new awards of the Initial Grant, effective July 1, 2024.

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information available to us with respect to the beneficial ownership of our capital stock as of April 23, 2024, for:

each of our named executive officers for fiscal 2023;

each of our directors;

all of our current directors and executive officers as a group; and

each person known by us to be the beneficial owner of more than 5% of our Class A common stock or Class B common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 90,877,036 shares of our Class A common stock and 37,198,767 shares of our Class B common stock outstanding on April 23, 2024. Percentage of voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. In general, each share of our Class A or Class B common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Enfusion Ltd. LLC’s Common Units hold a number of shares of our Class B common stock equal to the number of Common Units held by them, and together own all of the issued and outstanding shares of our Class B common stock. The shares of Class B common stock have no economic rights. Holders of shares of our Class B common stock vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

Table of Contents

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Enfusion, Inc., 125 South Clark Street, Suite 750, Chicago, IL 60603.


	Shares Beneficially Owned
							Percentage
	Class A			Class B⁽¹⁾			of Voting
Name	Shares	%		Shares	%		Power⁽²⁾
Named Executive Officers and Directors:
Oleg Movchan⁽³⁾	1,178,978	1.3	%	12,616,365	33.9	%	10.8	%
Bradley Herring	16,696	*		—	—		*
Neal Pawar	35,395	*		—	—		*
Michael Spellacy⁽⁴⁾	27,936	*		—	—		*
Bradford E. Bernstein⁽⁵⁾	32,440,463	35.7	%	—	—		25.3	%
Kathleen Traynor DeRose⁽⁶⁾	41,710	*		—	—		*
Jan R. Hauser⁽⁷⁾	40,779	*		—	—		*
Lawrence Leibowitz⁽⁸⁾	162,102	*		—	—		*
Roy Luo⁽⁹⁾	—	—		—	—		—
Deirdre Somers⁽¹⁰⁾	22,918	*		—	—		—
All executive officers and directors as a group (12 persons)⁽¹¹⁾	34,050,756	37.42	%	12,616,365	33.9	%	36.4	%
5% Stockholders of our Class A or Class B Common Stock:
FTV Management Company GP, L.L.C.⁽¹²⁾	32,440,463	35.7	%	—	—		25.3	%
LRA Ventures, LLC⁽¹³⁾	2,972,007	3.3	%	5,000,000	13.4	%	6.2	%
Malherbe Investments LLC⁽¹⁴⁾	—	—		9,870,386	26.5	%	7.7	%
ELL Investments, L.P.⁽¹⁵⁾	4,975,183	5.5	%	—	—		3.9	%
Scott Werner⁽¹⁶⁾	14,701	*		4,682,016	12.6	%	3.7	%
Entities affiliated with ICONIQ Capital Management, LLC⁽¹⁷⁾	9,009,594	9.9	%	5,030,000	13.5	%	11.0	%
Brown Capital Management, LLC⁽¹⁸⁾	11,817,661	13.0	%	—	—		9.2	%

SEC Form DEF 14A filed by Enfusion Inc.