Document

DEF 14A 1 a2021proxydef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a‑12

Envestnet, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

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

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table of Conten t s

April 6, 2022

Berwyn, Pennsylvania

Dear Fellow Shareholder:

It is with great pleasure that we invite you to our 2022 Annual Meeting of Shareholders. The meeting will be held on May 18, 2022 at 11:00 a.m. Eastern Time. As part of our continued precautions regarding the COVID-19 pandemic, this year’s Annual Meeting will be a virtual-only meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting https://web.lumiagm.com/241143720.

Our formal agenda for this year’s meeting is to vote on the election of directors; to vote, on an advisory basis, on 2021 executive compensation; and to ratify the selection of our independent registered public accounting firm for 2022. In addition, we will report to you on the highlights of 2021 and discuss the outlook for our business in 2022.

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

If you are a beneficial holder of our shares, we urge you to give voting instructions to your broker so that your vote can be counted. This is especially important since the New York Stock Exchange does not allow brokers to cast votes with respect to the election of directors or the advisory vote on executive compensation unless they have received instructions from the beneficial owner of shares.

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


Sincerely,

William Crager
Chief Executive Officer

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NOTICE OF ANNUAL MEETING

April 6, 2022

Berwyn, Pennsylvania

TO THE SHAREHOLDERS OF ENVESTNET, INC.:

The 2022 Annual Meeting of Shareholders of Envestnet, Inc. will be held on May 18, 2022, at 11:00 a.m. Eastern Time. This year’s Annual Meeting will once again be a completely virtual meeting, which will be conducted via live webcast. A virtual meeting provides expanded access from any location around the world, improved communication and cost savings for our shareholders and the Company and helps to safeguard public health during the COVID-19 pandemic. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting https://web.lumiagm.com/241143720.

The Annual Meeting will be held for the following purposes:

1.To elect two Class III directors to hold office until the 2025 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death;

2.To approve, on an advisory basis, 2021 executive compensation;

3.To ratify the appointment of KPMG LLP as Envestnet’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

4.To transact such other business, if any, as lawfully may be brought before the meeting.

Only shareholders of record at the close of business on March 21, 2022, are entitled to notice of, and to vote at, the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 18, 2022: THIS PROXY STATEMENT, FORM OF PROXY CARD AND OUR 2021 ANNUAL REPORT ARE AVAILABLE AT WWW.ENVESTNET.COM.

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


By Order of the Board of Directors,

Shelly O’Brien
Corporate Secretary

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TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			2
Why has this proxy statement been made available?			2
What proposals will be voted on at the Annual Meeting?			2
Are proxy materials available on the Internet?			2
Who is entitled to vote?			2
How many votes do I have?			2
What is the difference between holding shares as a shareholder of record and as a beneficial owner?			2
How do I vote by proxy if I am a shareholder of record?			3
How do I give voting instructions if I am a beneficial owner?			3
May I vote by telephone or via the Internet?			3
May I revoke my proxy or my voting instructions?			3
How do I attend and vote during the virtual Annual Meeting?			4
Why are we holding the Annual Meeting virtually?			4
How can I ask questions at the virtual Annual Meeting?			4
What do I do if I have technical problems during the virtual Annual Meeting?			4
What votes need to be present to hold the Annual Meeting?			5
What vote is required to approve each proposal?			5
How are votes counted?			5
What is the effect of broker non-votes and abstentions?			5
Who will pay the costs of soliciting proxies for the Annual Meeting?			5
Where can I find the voting results?			5
Will Envestnet’s independent registered public accounting firm attend the Annual Meeting?			5
Do directors attend the Annual Meeting?			6
How can a shareholder, employee, or other interested party communicate directly with our Board?			6
Whom should I call if I have any questions?			6
PROPOSALS, etc.			7
ENVIRONMENTAL, SOCIAL AND GOVERNANCE			10
Overview			10
Developing the Future of Financial Wellness			10
Responsible Investing			10
Supporting Our Communities			11
Reducing Our Impact on the Environment			11
Diversity and Inclusion			11
Supporting Our Employees			12
CORPORATE GOVERNANCE			14
Overview			14
Leadership Changes			14
The Board of Directors			14
Director Independence			14
The Committees of the Board			15
Board Leadership Structure			15
Succession Planning			16
The Board’s Oversight of Risk			17
Director Self-Evaluations			18
Director Nominations			18
Shareholder Recommendations and Nominations of Director Candidates			19
Restrictions on Short-term Speculative Transactions, Hedging and Pledging			19

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Related Party Transaction Policies and Procedures			20
Related Party Transactions			20
Indemnification of Directors and Executive Officers			21
Delinquent Section 16(a) Reports			21
DIRECTOR COMPENSATION			21
Stock Ownership Guidelines - Non-employee Directors			22
Director Compensation Table			22
Outstanding Equity Awards			22
PROPOSAL NO. 1: ELECTION OF DIRECTORS			23
General			23
Nominees for election for a term expiring in 202 4 (Class I I I )			23
Directors whose terms of office will continue after this meeting			24
Directors whose terms expire in 202 3 (Class II )			24
Directors whose term expire in 202 4 (Class I )			25
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			26
Security Ownership of Management			26
Security Ownership of Certain Beneficial Owners			27
EXECUTIVE COMPENSATION			28
Compensation Discussion and Analysis (“CD&A”)			28
Highlights of 202 1 and Long-Term Performance			28
Financial Performance 2021 versus 2020			28
Strategic Accomplishments			28
Five Year Performance			29
Shareholder Engagement and 202 1 Say-on-Pay Vote			29
Envestnet’s Compensation Philosophy and Guiding Principles			30
Envestnet’s Executive Compensation Program			30
Envestnet’s Executive Compensation Mix			31
What We Do and What We Don’t Do			31
Role of Compensation Committee and Management			32
Peer Group			32
Compensation Decisions Made in 202 2 for 202 1 Performance			33
Benefits and Perquisites			36
Stock Ownership Guidelines - NEOs			36
Envestnet, Inc. Clawback Policy			36
Impact of Tax Treatments on Compensation			37
202 1 Summary Compensation Table			37
202 1 Grants of Plan-Based Awards Table			38
Narrative to 202 1 Summary Compensation Table and 202 1 Grants of Plan-Based Awards Table			38
202 1 Outstanding Equity Awards at Fiscal Year-End			39
202 1 Option Exercises and Stock Vested			40
Nonqualified Deferred Compensation			40
Employment Agreements			41
Potential Payments Upon Termination or Change of Control			43
Termination Due to Death or Disability			43
Termination Without Cause or for Good Reason			43
Termination Following Change of Control			44
Equity Compensation Plan Information			44
COMPENSATION COMMITTEE REPORT			45
CEO PAY RATIO			46

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PROPOSAL NO. 2: APPROVAL, ON AN ADVISORY BASIS, OF 202 1 EXECUTIVE COMPENSATION			47
AUDIT COMMITTEE REPORT			48
PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			49
Independent Registered Public Accounting Firm Fee Information			49
Pre-Approval Policy of Audit and Non-Audit Services			49
SHAREHOLDER PROPOSALS FOR 2023 ANNUAL MEETING			50
OTHER MATTERS			50
APPENDIX A: DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES			51

Table of Conten t s

ENVESTNET, INC.

1000 Chesterbrook Boulevard, Suite 250

Berwyn, Pennsylvania 19312

April 6, 2022

PROXY STATEMENT

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. References to the “Company,” “Envestnet,” “we,” “us,” or “our” in this proxy statement refer to Envestnet, Inc. and its subsidiaries as a whole.

Company Overview

Envestnet is transforming the way financial advice and wellness are delivered. Our mission is to empower advisors and financial service providers with innovative technology, solutions and intelligence to make financial wellness a reality for everyone.

Over 108,000 advisors and more than 6,000 companies, including 18 of the 20 largest U.S. banks, 47 of the 50 largest wealth management and brokerage firms, over 500 of the largest registered investment advisers (“RIAs”) and hundreds of financial technology (“FinTech”) companies, leverage Envestnet technology and services that help drive better outcomes for enterprises, advisors and their clients.

Originally founded in 1999, Envestnet has been a leader in helping transform wealth management, working towards its goal of building a holistic financial wellness ecosystem to improve financial lives of millions of consumers.

Through a combination of platform enhancements, partnerships and acquisitions, Envestnet uniquely provides a financial network connecting technology, solutions and data, delivering better intelligence and enabling its customers to drive better outcomes.

Envestnet serves clients from locations throughout the United States, India and other international locations. Effective April 1, 2022 Envestnet closed its physical office in Chicago, Illinois and relocated its headquarters to its existing office in Berwyn, Pennsylvania.

Annual Meeting Information


Date:						May 18, 2022
Time:						11:00 a.m., Eastern Time
Live Webcast Address:						https://web.lumiagm.com/241143720
Record Date:						March 21, 2022

This year’s Annual Meeting will be a virtual-only meeting via live webcast.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why has this proxy statement been made available?

Our Board of Directors (“Board”) is soliciting proxies for use at our Annual Meeting of Shareholders to be held on May 18, 2022, and any adjournments or postponements of the meeting. The meeting will be held at 11:00 a.m. Eastern Time and will be a virtual meeting via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting https://web.lumiagm.com/241143720. The meeting password is envestnet2022 (case sensitive).

This proxy statement and the accompanying form of proxy are being mailed to shareholders on or about April 6, 2022. This proxy statement provides the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.

What proposals will be voted on at the Annual Meeting?

The following proposals are scheduled to be voted on at the Annual Meeting:

•Election of two Class III directors;

•Approval, on an advisory basis, of 2021 executive compensation;

•Ratification of the selection of KPMG LLP (“KPMG”) as Envestnet’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

•Such other business, if any, as lawfully may be brought before the meeting.

Envestnet’s Board recommends that you vote your shares “FOR” each of the nominees to the Board, “FOR” approval, on an advisory basis, of executive compensation, and “FOR” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for 2022.

Are proxy materials available on the Internet?

Yes. Our proxy statement for the 2022 Annual Meeting, form of proxy card and Annual Report on Form 10-K for

the fiscal year ended December 31, 2021 (the “2021 Annual Report”) are available at www.envestnet.com.

Who is entitled to vote?

Owners of our common stock at the close of business on March 21, 2022, the record date for the Annual Meeting, are entitled to vote. On that date, we had 55,182,250 shares of our common stock outstanding and entitled to vote. Our common stock is our only outstanding class of stock.

How many votes do I have?

You have one vote for each share of our common stock that you owned at the close of business on March 21, 2022.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Many of our shareholders hold their shares through a bank, broker, or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held directly in your own name and those owned beneficially through a bank, broker, or other nominee.

Shareholder of Record

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are considered, with respect to those shares, the shareholder of record and these proxy materials are being sent to you directly. As the shareholder of record, you have the right to grant your voting proxy directly or to vote during the Annual Meeting. You may grant your voting proxy in three ways: by mail using the enclosed proxy card, by telephone or by Internet. For information on how to vote by telephone or Internet, see the heading below “May I vote by telephone or via the Internet?” For information on how to vote during the Annual Meeting, see the heading below “How do I attend and vote during the virtual Annual Meeting?”

Beneficial Owner

If your shares are held by a bank, broker, or other nominee, you are considered the beneficial owner of shares held in “street name,” and our proxy materials are being forwarded to you by your bank, broker, or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your bank, broker, or other nominee on how to vote your shares and are also invited to attend the virtual Annual Meeting.

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However, because you are not the shareholder of record you may only vote your shares during the Annual Meeting if your bank, broker or other nominee has provided a signed legal proxy giving you the right to vote those shares and you follow the other instructions described below under the heading “How do I attend and vote during the virtual Annual Meeting?” If your shares are held in street name and you would like to vote by telephone or by Internet, you will need to contact your bank, broker, or other nominee for instructions.

How do I vote by proxy if I am a shareholder of record?

If you are a shareholder of record, you must properly submit your proxy card (by telephone, via the Internet or by mail) so that it is received by us before the Annual Meeting. The individuals named on your proxy card will vote your shares as you have directed. If you sign the proxy card (including electronic signatures in the case of Internet or telephonic voting) but do not make specific choices, your shares will be voted as recommended by the Board:

•“FOR” the election of each director nominee;

•“FOR” the approval, on an advisory basis, of executive compensation; and

•“FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

If any other matter is presented at the Annual Meeting, your proxy will be voted in accordance with the best judgment of the individuals named on the proxy card. As of the date of this proxy statement, we know of no other matters to be acted on at the Annual Meeting.

How do I give voting instructions if I am a beneficial owner?

If you are a beneficial owner of shares, you will receive instructions from your bank, broker, or other nominee as to how to vote your shares. If you give instructions to your bank, broker, or other nominee, the bank, broker, or other nominee will vote your shares as you direct. If your broker does not receive instructions from you about how your shares are to be voted, one of two things can happen, depending on the type of proposal. Pursuant to rules of the New York Stock Exchange (the “NYSE”), brokers have discretionary power to vote your shares with respect to “routine” matters, but they do not have discretionary power to vote your shares with respect to “non‑routine” matters. The election of directors and advisory approval of executive compensation are considered “non‑routine” matters and, as such, brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to those matters unless the broker has received instructions from the beneficial owner of the shares.

It is therefore important that you provide instructions to your broker if your shares are beneficially held by a broker so that your votes with respect to election of directors, the advisory vote to approve executive compensation and any other matters treated as non‑routine by the NYSE, are counted.

May I vote by telephone or via the Internet?

Yes. If you are a shareholder of record, you have a choice of voting by telephone using a toll‑free telephone number, voting over the Internet, or voting by completing the enclosed proxy card and mailing it in the return envelope provided. To vote by telephone or via the Internet, follow the instructions provided on the proxy card. We encourage you to vote by telephone or over the Internet because your vote will be tabulated faster than if you mail it. If you vote by telephone or Internet, you may incur costs, such as usage charges from Internet access providers and telephone companies. You will be responsible for those costs.

If you are a beneficial owner and hold your shares in “street name,” you will need to contact your bank, broker, or other nominee to determine whether you will be able to vote by telephone or electronically through the Internet.

Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote. Voting by telephone or over the Internet or returning your proxy card by mail will not affect your right to attend the virtual Annual Meeting and vote.

May I revoke my proxy or my voting instructions?

Yes. If you change your mind after you vote, if you are a shareholder of record, you may revoke your proxy through the following procedures:

•Send in another signed proxy with a later date or resubmit your vote by telephone or the Internet;

•Send a letter revoking your proxy to Envestnet’s Corporate Secretary at 1000 Chesterbrook Boulevard, Suite 250, Berwyn, Pennsylvania 19312; or

•Attend the virtual Annual Meeting and vote during the meeting at https://web.lumiagm.com/241143720.

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If you are a beneficial owner and hold your shares in “street name,” you will need to contact your bank, broker, or other nominee to determine how to revoke your voting instructions.

If you wish to revoke your proxy or voting instructions, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken.

How do I attend and vote during the virtual Annual Meeting?

You may attend the Annual Meeting and vote your shares at https://web.lumiagm.com/241143720 during the meeting. You may log into the meeting beginning at 10:45 a.m. Eastern Time on May 18, 2022, and the Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. Follow the instructions provided to vote.

If you are a shareholder of record, you will need the 11-digit control number found on your proxy card and the meeting password envestnet2022 (case sensitive).

If you are a beneficial owner and hold your shares in “street name,” you must first obtain a valid legal proxy from your bank, broker, or other nominee and then register in advance to attend the Annual Meeting. Follow the instructions from your bank, broker, or other nominee included with these proxy materials, or contact your bank, broker, or other nominee to request a legal proxy form. After obtaining a valid legal proxy from your bank, broker, or other nominee, to then register to attend the Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to AST. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company, LLC

Attn: Proxy Tabulation Department

6201 15th Avenue

Brooklyn, NY 11219

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on Wednesday, May 11, 2022.

Even if you plan to attend the virtual Annual Meeting, Envestnet recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

Why are we holding the Annual Meeting virtually?

Our Board annually considers the appropriate format of our annual meeting of shareholders. In light of concerns related to the ongoing COVID-19 pandemic and to maintain a safe and healthy environment for our directors, members of management and shareholders, our Board believes that hosting a virtual Annual Meeting this year is in our best interest and the best interests of our shareholders.

How can I ask questions at the virtual Annual Meeting?

In order to submit a question at the virtual Annual Meeting, you will need your 11-digit control number and the meeting password envestnet2022 (case sensitive). If you are a shareholder of record, the control number can be found on your proxy card. If you are a beneficial owner and hold your shares in “street name,” you can obtain a control number from AST after you register to attend the Annual Meeting as described above under the heading “How do I attend and vote during the virtual Annual Meeting?”

You may log in 15 minutes before the start of the Annual Meeting and submit questions online. You will also be able to submit questions during the Annual Meeting. Questions may be submitted by selecting the messaging icon at the top of the screen and typing your message in the chat box once you are in the virtual Annual Meeting. Questions pertinent to meeting matters will be answered during our virtual Annual Meeting, subject to time constraints. A representative of the Company will read the question aloud prior to responding.

What do I do if I have technical problems during the virtual Annual Meeting?

If you encounter any difficulties accessing the virtual Annual Meeting webcast, please call toll free (800) 937-5449 or email help@astfinancial.com.

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What votes need to be present to hold the Annual Meeting?

To have a quorum for our Annual Meeting, the holders of a majority of our shares of common stock outstanding as of March 21, 2022 must be present in person or represented by proxy at the Annual Meeting. The electronic presence of a shareholder at the virtual Annual Meeting will be counted as a shareholder present in person for purposes of determining a quorum.

What vote is required to approve each proposal?

Directors are elected by a plurality vote, which means that the nominees receiving the most affirmative votes will be elected, up to the number of directors to be chosen at the meeting. However, if the majority of the votes cast for a director are withheld, then, notwithstanding the valid election of such director, our by‑laws provide that such director will voluntarily tender his or her resignation for consideration by our Board. Our Board will determine whether to accept the resignation of such director. All other matters submitted for shareholder approval require the affirmative vote of the majority of shares present in person electronically or represented by proxy and entitled to vote.

How are votes counted?

In the election of Envestnet directors, your vote may be cast “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. Your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN” with respect to the proposals relating to the advisory vote to approve executive compensation and the ratification of Envestnet’s independent registered public accounting firm.

If you sign (including electronic signatures in the case of Internet or telephonic voting) your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board. If you sign (including electronic signatures in the case of Internet or telephonic voting) your broker voting instruction card with no further instructions, your shares will be voted in the broker’s discretion with respect to routine matters but will not be voted with respect to non‑routine matters. As described under the header “How do I give voting instructions if I am a beneficial holder?” the election of directors and the advisory vote to approve executive compensation are considered non‑routine matters.

We will appoint one or more inspectors of election to count votes cast in person electronically or by proxy.

What is the effect of broker non‑votes and abstentions?

A broker “non‑vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner as to how to vote.

Common stock owned by shareholders electing to abstain from voting with respect to any proposal will be counted towards the presence of a quorum. Common stock that is beneficially owned and is voted by the beneficial holder through a broker or bank will be counted towards the presence of a quorum, even if there are broker non‑votes with respect to some proposals, as long as the broker votes on at least one proposal. Broker “non‑votes” will not be considered present and voting with respect to elections of directors or other matters to be voted upon at the Annual Meeting. Therefore, broker “non‑votes” will have no direct effect on the outcome of any of the proposals. Abstentions will be considered present and voting and will have the effect of a vote against a proposal.

Who will pay the costs of soliciting proxies for the Annual Meeting?

Envestnet will pay all the costs of soliciting proxies for the Annual Meeting. Our directors and employees may also solicit proxies by telephone, by fax or other electronic means of communication, or in person. None of our officers or employees will receive any extra compensation for soliciting your proxy. We will reimburse banks, brokers, and other nominees for the expenses they incur in forwarding the proxy materials to you.

Where can I find the voting results?

We will report the voting results in a Form 8‑K that we will file with the SEC within four business days after the Annual Meeting. You can find the Form 8‑K at www.sec.gov or on our website at www.envestnet.com.

Will Envestnet’s independent registered public accounting firm attend the Annual Meeting?

Representatives of KPMG will attend the virtual Annual Meeting and will have the opportunity to make a statement if they wish and will be available to respond to appropriate questions from shareholders.

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Do directors attend the Annual Meeting?

Directors are encouraged to attend all meetings of shareholders called by Envestnet. All of our directors who were members of our Board at the time of the 2021 Annual Meeting attended the 2021 virtual Annual Meeting.

How can a shareholder, employee, or other interested party communicate directly with our Board?

Our Board provides a process for shareholders, employees or other interested parties to send communications to our Board. Shareholders, employees or other interested parties wanting to contact the Board, the independent directors, the Chairperson of the Board, the Chair of any Board committee, or any other director may send written communications to the Board by email at corpsecy@envestnet.com or by mail at c/o Corporate Secretary, 1000 Chesterbrook Boulevard, Suite 250, Berwyn, Pennsylvania 19312. Communication with the Board may be anonymous. The Secretary will forward all communications addressed to the Board, to the Chair of the Audit Committee or the Chair of the Nominating and Governance Committee, who will then determine when it is appropriate to distribute such communications to other members of the Board or to management.

Whom should I call if I have any questions?

If you have any questions about the virtual Annual Meeting or voting, please contact Shelly O’Brien, our Corporate Secretary, at (312) 827‑2800 or at corpsecy@envestnet.com. If you have any questions about your ownership of Envestnet common stock, please contact Investor Relations at (312) 827‑3940 or by email at investor.relations@envestnet.com.

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Proposals and Board of Directors (“Board”) Recommendations


Proposals:	Board recommendation:	For more information, see page:
1. Election of two Class III directors to hold office until the 2025 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death	“FOR” each director nominee	26
2. Approval, on an advisory basis, of 2021 executive compensation	“FOR”	51
3. Ratification of the appointment of KPMG LLP as Envestnet’s independent registered public accounting firm for the fiscal year ending December 31, 2022	“FOR”	52

Our Board of Directors

Overview of Directors

Board Committees:

Director

Age

Director Since

Independent

Audit

Compensation

Compliance and Information Security

Nominating and Governance

Strategy

Luis Aguilar

2016

Chair

Ross Chapin

2001

Chair

William Crager*

2020

Gayle Crowell*

2016

Chair

James Fox

2015

Chair

Valerie Mosley

2018

Gregory Smith

2015

Chair

*Director nominees for election at the 2022 Annual Meeting

Board Diversity

The Nominating and Governance Committee works with the Board on an annual basis to evaluate the Board as a whole and its individual members in light of the needs of the Board, including the extent to which the current composition of the Board reflects a wide-ranging mix of knowledge, experience, skills, viewpoints, tenures, and backgrounds. We believe that Envestnet’s Board of Directors represents the varied and multifaceted nature of the business environment in which the Company operates. Envestnet is committed to diversity of gender, ethnicity and race, including in leadership roles. Currently, 43% of our Board members are women and/or from ethnically or racially diverse backgrounds.


Women	Ethnic or Racial Diversity	Tenure
29%	29%*	0-5 years: 29%
		6-10 years: 57%
		More than 10 years: 14%

*Includes directors who self-identify as the following: one Black or African American and one Hispanic or Latino.

Board and Corporate Governance Highlights

The following are highlights of our corporate governance practices. Please see the section below entitled “Corporate Governance” for more information.

We are committed to good corporate governance in order to promote the long-term interests of our shareholders, strengthen Board and management accountability, and build public trust in our Company. Our governance framework is described throughout this proxy statement and includes the following highlights:

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ü	6 of 7 directors are independent	ü	Stock ownership requirements for directors and named executive officers (“NEOs”)
ü	Board diversity in terms of gender, race, ethnicity and tenure that provides a range of viewpoints, skills and experience	ü	Regular executive sessions of independent directors
ü	Regular Board and committee meetings	ü	Continuing education program for directors
ü	Annual Board and committee self-evaluations	ü	Annual review of Chief Executive Officer (“CEO”) and Chairperson succession planning
ü	Risk oversight by full Board and committees	ü	Code of Business Ethics and Conduct applicable to all directors, officers and employees
ü	Policy on public company board service (number of additional public company boards of directors limited to three)	ü	Trading policy that prohibits short-term speculative transactions in hedging and, with limited exceptions, pledging Envestnet securities
ü	Majority voting and director resignation policy in uncontested director elections	ü	Clawback Policy applicable to all Section 16 directors and officers
ü	Board oversight of environmental, social and governance matters

Environmental, Social and Governance (“ESG”) Highlights

The following are highlights of our commitment to ESG matters. Please see the section below entitled “Environmental, Social and Governance” for more information.

Envestnet endeavors to fulfill its commitment to ESG initiatives by empowering financial wellness for our communities, our customers, our partners and our employees, by being a responsible citizen in our communities and a mindful steward of the resources we consume and by investing in our employees. The Company has exemplified its commitment in many ways, including:


ü			Partnered with not-for-profit charities Greenwood Project and Project Home to offer Envestnet internships for historically underrepresented students
ü			Developed a global womens’ mentoring program that paired women in India and the U.S. to further develop their leadership skills.
ü			Launched our Envestnet Diversity, Equity and Inclusion Executive Committee comprised of senior leaders who actively guide and champion Diversity, Equity and Inclusion (“DEI”) initiatives across four pillars – training, workforce diversity, professional development, and community impact
ü			Created a unified approach to Employee Resource Groups: Envestnet Bridges, WIN under the IDEAS council to further promote workplace diversity and inclusion and building a welcoming environment
ü			Curated a DEI learning path on LinkedIn Learning available to all Envestnet employees with courses ranging from Unconscious Bias and Privilege to Dealing with Internalized Microaggressions
ü			Leveraged Envestnet Cares relationships to reach marginalized communities and provide education regarding financial literacy
ü			Expanded the employee suite of benefits to include parental stipends for children under age 6, adoption and surrogacy benefits, college loan repayment support and paid parental leave

Executive Compensation Highlights

The following are highlights of our executive compensation practices. Please see the section below entitled “Executive Compensation” for more information.

Our Compensation Committee believes that our compensation practices are key to furthering our compensation principles and ensuring sound governance practices. Our executive compensation practices include the following:

Table of Conten t s


ü			Pay for performance by basing a substantial part of NEO compensation on Company and individual performance, including performance stock units
ü			Deliver the majority of NEO pay in the form of equity-based compensation
ü			Require meaningful stock ownership (as a multiple of base salary) for NEOs
ü			Retain an independent compensation consultant
ü			Maintain a Clawback Policy on incentive awards
ü			Conduct annual outreach with investors on matters including executive compensation and governance
ü			Conduct annual say-on-pay advisory vote
ü			Ensure good governance practices: no single trigger vesting on a change in control; no excise tax gross-ups; no supplemental executive retirement plan; no option repricing without prior shareholder approval; and no excessive perquisites

Table of Conten t s

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Overview

Envestnet is committed to integrating sustainability into our everyday actions to help create long-term value for our shareholders and the communities in which we operate. We aim to operate the Company responsibly while managing risks and using our resources wisely. These principles are grounded in a single ultimate aspiration that guides us and inspires us to move forward: making financial wellness a reality for everyone and building a company that strengthens the communities we serve for generations to come. Additional information on our environmental and social responsibility practices appears on our website located at www.envestnet.com/CSR. Information contained on the website is not incorporated by reference into this proxy statement or any other report we file with the SEC. Additional information on our engagement with shareholders appears below under the section “Executive Compensation— Shareholder Engagement and 2021 Say-on-Pay Vote.”

Developing the Future of Financial Wellness

Envestnet is committed to developing financial literacy and an understanding of the financial services industry through various initiatives and partnerships including:

The Envestnet Institute on Campus

The Envestnet Institute on Campus (“EIOC”) is a collaborative relationship between academia and firms in the wealth and asset management space. The EIOC, with 47 participating universities and colleges as of year-end 2021, offers students interested in developing a career in wealth management with a training regimen specifically designed to bridge the gap between academic knowledge and the application of this knowledge in the wealth and asset management industries. Since the EIOC’s inception in 2015, 7000 students have completed the program (of these students, 1,912 are female and 1,726 are minorities). Additionally, through “The Women’s Initiative Program” which started in 2017, 62 college mentees have been matched with dedicated industry professionals who are committed to informing, guiding and supporting their student mentees. Many of our employees have graduated from this key learning and development program. The program also supports industry hiring managers in identifying potential employees who are qualified for a career in financial services.

Envestnet | MoneyGuide University Program

In addition, through the Company’s Envestnet | MoneyGuide University Program, we partner with nearly 90 universities and colleges to incorporate technology into their financial planning programs by providing free access to MoneyGuide’s software platform. In 2021, approximately 5,000 students used this financial planning software to gain pra

SEC Form DEF 14A filed by Envestnet Inc