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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

PING IDENTITY HOLDING CORP.

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

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[MISSING IMAGE: lg_pingidentityr-4c.jpg]

Dear Fellow Shareholders,

We are pleased to invite you to attend our 2022 Annual Meeting of Shareholders of Ping Identity Holding Corp. (“Ping Identity” or the “Company”) to be held on Tuesday, May 3, 2022, at 8:00 am (MT). This year’s Annual Meeting will be conducted virtually, via live audio webcast. Protecting the health and well- being of the attendees (employees, shareholders and the general public) is our top priority. In light of the recommendations issued by the CDC against public gatherings due to COVID-19, we think a virtual only meeting for this year is advisable. You will be able to attend the meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/PING2022. You will be able to vote your shares electronically during the meeting by logging in using the 16-digit control number included in your Notice of Internet Availability in the proxy materials, on your proxy card, or on the voting instructions form accompanying these proxy materials.

The accompanying proxy statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:

to elect two nominees identified in the accompanying proxy statement to serve as directors, as recommended by the Compensation and Nominating Committee of the Board of Directors of Ping Identity (the “Board”);

to ratify the appointment of PricewaterhouseCoopers LLP as Ping Identity’s independent registered public accounting firm for the year ending December 31, 2022;

to consider the approval, by an advisory vote, of Ping Identity’s executive compensation (i.e., “say-on-pay” proposal);

to approve the Ping Identity Holding Corp. 2022 Employee Stock Purchase Plan; and

to transact other business as may properly come before the meeting or any adjournment of the meeting.

We will provide access to our proxy materials via the Internet at www.proxyvote.com rather than in hard copy. We will mail a notice containing instructions on how to access this proxy statement and our annual report on or about March 21, 2022 to all shareholders entitled to vote at the Annual Meeting. Shareholders who prefer a paper copy of the proxy materials may request one on or before April 19, 2022 by following the instructions provided in the notice we will send.

Our Board has set the record date as March 7, 2022. Only shareholders that owned Ping Identity common stock at the close of business on that day are entitled to notice and may vote at this meeting or any adjournment of the meeting. A list of Ping Identity’s shareholders of record will be available at our corporate headquarters and principal executive offices located at 1001 17th Street, Suite 100, Denver, Colorado 80202. A list of Ping Identity’s shareholders will also be available during the virtual meeting at www.virtualshareholdermeeting.com/PING2022.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the proxy card. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend online.

Sincerely,

Andre Durand

Chief Executive Officer

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

The 2022 annual meeting of shareholders of PING IDENTITY HOLDING CORP. will be held via the internet at www.virtualshareholdermeeting.com/PING2022 on Tuesday, May 3, 2022, at 8:00 am (MT) for the following purposes:

to elect two nominees identified in the accompanying proxy statement to serve as directors, as recommended by the Compensation and Nominating Committee of the Board;

to ratify the appointment of PricewaterhouseCoopers LLP as Ping Identity’s independent registered public accounting firm for the year ending December 31, 2022;

to consider the approval, by an advisory vote, of Ping’s executive compensation (i.e., “say-on-pay” proposal);

to approve the Ping Identity Holding Corp. 2022 Employee Stock Purchase Plan; and

to transact other business as may properly come before the meeting or any adjournment of the meeting.

A list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 3, 2022, at our principal executive offices located at 1001 17th Street, Suite 100, Denver, Colorado 80202. A list of Ping Identity’s shareholders will also be available during the virtual meeting at www.virtualshareholdermeeting.com/PING2022.

By Order of the Board of Directors

SHALINI SHARMA

Chief Legal Officer and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2022

The notice of annual meeting, the proxy statement and our fiscal year 2021 annual report are available on our website at https://investor.pingidentity.com/. Additionally, in accordance with the Securities and Exchange Commission rules, you may access our proxy materials at www.proxyvote.com.

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	COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING					1
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE					5
	PROPOSAL 1 — ELECTION OF DIRECTORS					8
	EXECUTIVE OFFICERS					18
	COMPENSATION DISCUSSION AND ANALYSIS					19
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					38
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					40
	PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					43
	AUDIT COMMITTEE REPORT					45
	PROPOSAL 3 — SAY-ON-PAY					46
	OTHER MATTERS					51
	INCORPORATION BY REFERENCE					51
	AVAILABILITY OF SEC FILINGS, CODE OF ETHICS AND COMMITTEE CHARTERS					51
	WHERE TO FIND ADDITIONAL INFORMATION					51
	COST OF PROXY SOLICITATION					51
	APPENDIX A: PING IDENTITY HOLDING CORP. 2022 EMPLOYEE STOCK PURCHASE PLAN					52

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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q: Why did I receive these materials?

The Board of Ping Identity is soliciting your proxy to vote at our 2022 Annual Meeting (the “Annual Meeting”) of Shareholders (or at any postponement or adjournment of the meeting). Shareholders who own shares of our common stock as of the record date, March 7, 2022 (the “Record Date”), are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they give important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about Ping Identity.

Notice of Electronic Availability of Proxy Statement and Annual Report. As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our annual report available to our shareholders electronically via the Internet. The notice of electronic availability contains instructions on how to access this proxy statement and our annual report and vote online. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the notice.

Householding. The SEC’s rules permit us to print an individual’s multiple accounts on a single notice or set of annual meeting materials. To take advantage of this opportunity, we have summarized on one notice or set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted shareholder prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the notice or annual meeting materials, as requested, to any shareholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the notice or annual meeting materials, contact Broadridge Corporate Issuer Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A number of brokerage firms have instituted householding. They will have their own procedures for shareholders who wish to receive individual copies of the proxy materials.

Q: Who will be entitled to vote?

Shareholders who own shares of our common stock as of the Record Date, March 7, 2022, are entitled to vote at the Annual Meeting. As of the Record Date, Ping Identity had 83,868,460 shares of common stock outstanding. Holders of shares of common stock are entitled to one vote per share. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the Annual Meeting.

Q: What will I be voting on?

You will be voting on:

the election of two Class III directors to serve on the Board until the 2025 Annual Meeting and until their successors are duly elected and qualified;

the ratification of the appointment of PricewaterhouseCoopers LLP as Ping Identity’s independent registered public accounting firm for the year ending December 31, 2022;

the approval, by an advisory vote, of the say-on-pay proposal;

the approval of the Ping Identity Holding Corp. 2022 Employee Stock Purchase Plan; and

any other business as may properly come before the meeting or any adjournment of the meeting.

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Q: How does the Board recommend I vote on these matters?

The Board recommends you vote:

FOR the election of John McCormack and Yancey Spruill as Class III directors;

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022; and

FOR the approval, by an advisory vote, of Ping Identity’s executive compensation; and

FOR the approval of the Ping Identity Holding Corp. 2022 Employee Stock Purchase Plan.

Q: Who can attend the Annual Meeting?

The Annual Meeting is being held as a virtual only meeting this year. If you are a shareholder of record as of the Record Date, you may attend, vote and ask questions virtually at the meeting by logging in at www.virtualshareholdermeeting.com/PING2022 and providing your control number. This number is included in the notice or on your proxy card.

If you are a shareholder holding your shares in “street name” as of the Record Date, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee. You may not vote your shares via the Internet at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank, broker-dealer or other nominee holder. If you were not a shareholder as of the Record Date, you may still listen to the Annual Meeting, but will not be able to ask questions or vote at the meeting.

If you have questions, you may type them into the dialog box provided at any point during the meeting (until the floor is closed to questions). The audio broadcast of the Annual Meeting will be archived at www.virtualshareholdermeeting.com/PING2022 for at least one year.

Recording of the Annual Meeting will not be permitted.

Q: Why is the Annual Meeting virtual only?

In light of the environment surrounding the coronavirus, or COVID-19, this year’s Annual Meeting will be conducted virtually, via live audio webcast. Protecting the health and well-being of the attendees (employees, shareholders and the general public) is our top priority. In light of the recommendations issued by the CDC against public gatherings due to COVID-19, we think a virtual only meeting for this year is advisable.

Q: How do I cast my vote?

Beneficial Shareholders. If you hold your shares through a broker, trustee or other nominee, you are a beneficial shareholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank or other nominee for instructions on how to vote the shares you hold as a beneficial shareholder.

Registered Shareholders. If you hold shares in your own name, you are a registered shareholder and may vote during the virtual Annual Meeting at www.virtualshareholdermeeting.com/PING2022. You will need your unique control number included on your proxy card or on the instructions that accompanied your proxy materials. Only one person will be able to log in with that unique control number at any time. You can also vote by proxy before the Annual Meeting in the following ways:

via the Internet at www.proxyvote.com;

by phone by calling 1-800-690-6903; or

by signing and returning a proxy card.

Proxies submitted via the Internet or by telephone must be received by 11:59 p.m. (EDT) on May 2, 2022.

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Q: Can I access the proxy materials electronically?

Yes. Your notice, proxy card or voting instruction card will contain instructions on how to:

view our proxy materials for the Annual Meeting on the Internet; and

instruct us to send our future proxy materials to you electronically by e-mail.

Our proxy materials are also available at www.proxyvote.com and our proxy materials will be available during the voting period starting on March 21, 2022.

Instead of receiving future copies of our proxy statement and annual reports by mail, shareholders of record and most beneficial owners can elect to receive an email that will provide an electronic link to these documents. Your election to receive future proxy materials by email will remain in effect until you revoke it.

Q: How may I change or revoke my proxy?

Beneficial Shareholders. Beneficial shareholders should contact their broker, trustee or nominee for instructions on how to change their proxy vote.

Registered Shareholders. Registered shareholders may change a properly executed proxy at any time before its exercise by:

delivering written notice of revocation to the Chief Legal Officer and Secretary at our principal executive offices at 1001 17th Street, Suite 100, Denver, Colorado 80202;

submitting another proxy that is dated later than the original proxy (including a proxy via telephone or Internet); or

voting via the Internet at the Annual Meeting.

Q: What is the voting requirement to approve each of the proposals, and how are the votes counted?

PROPOSAL 1 — ELECTION OF DIRECTORS

A plurality of the votes cast by the shares of common stock present or represented by proxy at the meeting and entitled to vote thereon is required to elect each nominee named herein. This means that the two nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Abstentions and broker non-votes will not impact the election of the nominees.

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED ACCOUNTING FIRM

The affirmative vote of a majority of the shares of common stock present or represented by proxy at the meeting and entitled to vote thereon is required to approve the ratification of PricewaterhouseCoopers LLP as our independent registered accounting firm. Abstentions will be counted as shares present and entitled to vote on Proposal 2 and will therefore have the effect of a negative vote. We do not expect there to be any broker non-votes with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022.

PROPOSAL 3 — NON-BINDING ADVISORY APPROVAL OF THE SAY-ON-PAY PROPOSAL

The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the meeting and entitled to vote thereon at the Annual Meeting will constitute the stockholders’ non-binding approval with respect to the say-on-pay proposal. Although the results will not be binding on the Board’s Compensation and Nominating Committee, the Board will consider the results of the stockholder vote when making future decisions regarding executive compensation. Abstentions will be counted as shares present and entitled to vote and therefore will have the same effect as a vote against Proposal 3. Broker

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“non-votes” will not be deemed represented at the Annual Meeting for purposes of voting on Proposal 3 and, therefore, will have no effect on Proposal 3.

PROPOSAL 4 — PING IDENTITY HOLDING CORP. 2022 EMPLOYEE STOCK PURCHASE PLAN

The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to approve Proposal 4. Abstentions will be counted as present and entitled to vote on the Proposal 4 and will therefore have the effect of a negative vote. Broker “non-votes” will not be deemed represented at the Annual Meeting for purposes of voting on Proposal 4 and, therefore, will have no effect on Proposal 4.

Q: When will the results of the vote be announced?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

Q: What is the deadline for submitting a shareholder proposal or director nomination for the 2023 Annual Meeting?

Shareholder proposals pursuant to SEC Rule 14a-8 for inclusion in Ping Identity’s proxy statement and form of proxy for the Ping Identity’s 2023 annual meeting of shareholders must be received by Ping Identity at our principal executive offices at 1001 17th Street, Suite 100, Denver, Colorado 80202 no later than the close of business on November 21, 2022. Shareholders wishing to make a director nomination or bring a proposal before the annual meeting to be held in 2023 (but not include it in Ping Identity’s proxy materials) must provide written notice of such proposal to the Chief Legal Officer and Secretary at Ping Identity’s principal executive offices no later than on February 2, 2023 and not earlier than January 3, 2023, assuming Ping Identity does not change the date of the 2023 annual meeting of shareholders by more than 30 days before or after the anniversary of the Annual Meeting. If so, Ping Identity will release an updated time frame for shareholder proposals. Any shareholder proposal or director nomination must comply with the other provisions of Ping Identity’s Amended and Restated Bylaws (the “Bylaws”) and be submitted in writing to the Secretary at Ping Identity’s principal executive offices. To comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 4, 2023.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board, which is currently composed of eleven directors and will be composed of ten directors on the date of the Annual Meeting. Our third amended and restated certificate of incorporation (our “Certificate”) provides that the authorized number of directors may be changed only by resolution of our Board. Our Certificate also provides that our Board be divided into three classes of directors, with the classes as nearly equal in number as possible. At each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. Ms. Lisa Hook, who is currently a director on our Board, will not stand for re-election after her current term, which will expire at the Annual Meeting. Accordingly the Compensation and Nominating Committee (the “Compensation Committee”) did not nominate Ms. Hook for re-election as a director at this Annual Meeting. The Compensation Committee has nominated Messrs. McCormack and Spruill for re-election to the Board each to serve for a three-year term ending at the 2025 Annual Meeting.

The following table sets forth the director class, name, age as of March 7, 2022 and other information for each member of our Board:

Name	Class		Age		Position	Director or Since		Term Expires		End of Term for Which Nominated
David A. Breach		I		55	Director		2019		2023
Michael Fosnaugh		I		43	Chairman		2016		2023
Martin Taylor		I		52	Director		2020		2023
Rod Aliabadi		II		37	Director		2016		2024
Andre Durand		II		54	Chief Executive Officer and Director		2016		2024
Diane Gherson		II		65	Director		2021		2024
Paul Martin		II		64	Director		2021		2024
Lisa Hook(1)		III		64	Director		2019		2022
John McCormack		III		62	Director		2016		2022		2025
Yancey L. Spruill		III		54	Director		2019		2022		2025

(1)

Ms. Hook will not stand for re-election, and her current term on our Board will expire at the Annual Meeting.

We believe that in order for our Board to effectively guide us to long-term sustainable, dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our shareholders, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and financial acumen, business judgment, crisis management, governance, leadership, people management, risk management, social responsibility and reputational issues, strategy and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry, such as expertise in software, software as a service, and technology.

The Compensation Committee believes that all directors must, at a minimum, meet the criteria set forth in the Code of Ethics and the Corporate Governance Guidelines, which specify, among other things, that the Compensation Committee will consider criteria such as independence, diversity, age, skills, and experience in the context of the needs of the Board. In addressing issues of diversity in particular, the Compensation Committee considers a nominee’s differences in gender, ethnicity, tenure, skills and qualifications. The Compensation Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. While the Compensation Committee carefully considers diversity when determining Board composition, it has not established a separate formal policy regarding diversity. The Compensation Committee also will consider a combination of factors for each director, including (a) the nominee’s ability to represent all shareholders without a conflict of interest, (b) the nominee’s ability to work in and promote a productive environment, (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director, (d) whether the nominee has demonstrated the high level of

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character, ethics and integrity expected by the Company, (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company, (f) the nominee’s ability to apply sound and independent business judgment, and (g) the diverse attributes of the nominee, such as differences in background, qualifications and personal characteristics.

The Compensation Committee has determined that all of our directors meet the criteria and qualifications set forth in the Company’s Code of Ethics, the Corporate Governance Guidelines and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our shareholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and social realities of the environment in which we operate, the independence and high performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for Ping Identity and its shareholders, and guide the long-term sustainable, dependable performance of Ping Identity.

Subject to any earlier resignation or removal in accordance with the terms of our Certificate, Bylaws and Director Nomination Agreement (as defined and discussed below) with our sponsor, Vista Equity Partners (“Vista”), our Class I directors will serve until our fourth Annual Meeting of shareholders following our initial public offering (“IPO”) in September 2019 as all Class I directors were elected for a three-year term at our 2020 Annual Meeting, our Class II directors were elected for a three-year term at our second annual meeting of shareholders, and our Class III directors will serve until this third annual meeting of shareholders. In addition, our Certificate provides that our directors may be removed with or without cause by the affirmative vote of at least a majority of the voting power of our outstanding shares of stock entitled to vote thereon, voting together as a single class for so long as Vista holds in the aggregate (directly or indirectly) 40% or more of voting power of the then outstanding shares of our capital stock then entitled to vote generally in the election of directors (“Voting Stock”). As Vista no longer holds in the aggregate (directly or indirectly) 40% or more of our Voting Stock, our directors may be removed only for cause upon the affirmative vote of at least 662∕3% of the voting power of our outstanding shares of stock entitled to vote thereon.

Director Nomination Agreement

We are party to a director nomination agreement (the “Director Nomination Agreement”) with Vista that provides Vista the right to designate nominees for election to our Board for so long as Vista beneficially owns 5% or more of the total number of shares of our common stock that it owned as of the completion of our IPO. Vista may also assign its designation rights under the Director Nomination Agreement to an affiliate. The Director Nomination Agreement specifically provides Vista the right to designate: (i) all of the nominees for election to our Board for so long as Vista beneficially owns 40% or more of the total number of shares of our common stock beneficially owned by Vista upon completion of our IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (such amount of shares, as adjusted, “the Original Amount”); (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Vista beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Vista beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Vista beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as Vista beneficially owns at least 5% and less than 10% of the Original Amount. In each case, Vista’s nominees must comply with applicable law, stock exchange rules and our Corporate Governance Guidelines. In addition, Vista is entitled to designate the replacement for any of its Board designees whose service terminates prior to the end of the director’s term regardless of Vista’s beneficial ownership at such time. Vista also has the right to have its designees

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participate on committees of our Board proportionate to its stock ownership, subject to compliance with applicable law, stock exchange rules and our Corporate Governance Guidelines. The Director Nomination Agreement also prohibits us from increasing or decreasing the size of our Board without the prior written consent of Vista. This agreement will terminate at such time as Vista owns less than 5% of the Original Amount.

Shareholder Recommendations for Director Nominees

The Compensation Committee will consider shareholder nominations for membership on the Board. For the 2023 Annual Meeting, nominations may be submitted to Ping Identity Holding Corp., 1001 17th Street, Suite 100, Denver, Colorado 80202, Attn: Chief Legal Officer and Secretary, and such nominations will then be forwarded to the Chairman of the Compensation Committee. Recommendations must be in writing and we must receive the recommendation no later than February 2, 2023 and not earlier than January 3, 2023. Recommendations must also include certain other procedural requirements as specified in our Bylaws.

When filling a vacancy on the Board, the Compensation Committee identifies the desired skills and experience of a new director and nominates individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Compensation Committee may engage third parties to assist in the search and provide recommendations. Also, directors are generally asked to recommend candidates for the position. The candidates are then evaluated based on the process outlined in our Corporate Governance Guidelines and the Compensation Committee charter, and the same process is used for all candidates, including candidates recommended by shareholders.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting.

Name

Class

Age

Position

Director
Since

Current Term
Expires

Expiration
of Term
For Which
Nominated

John McCormack .

III

Director

2016

2022

2025

Yancey L. Spruill .

III

Director

2019

2022

2025

If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.

The Board recommends that you vote “FOR” each of the director nominees.

Director Nominees to Serve for a Three-Year Term Expiring at the 2025 Annual Meeting.

John McCormack has served on our Board since June 2016. Mr. McCormack is an operating partner at Siris Capital Partners, a global investment firm, and was the chairman and interim chief executive officer of Fidelis CyberSecurity, a cybersecurity firm that specializes in threat detection, from January 2017 to July 2018. Mr. McCormack also was an advisor to the board of Forcepoint LLC (formerly Raytheon — Websense), a cyber security firm, from April 2016 to December 2016. From 2013 to 2016, Mr. McCormack was the chief executive officer of Forcepoint LLC and served as president prior to that. Mr. McCormack was previously the chairman of the Board of AppRiver, a company that specializes in cloud- based cybersecurity, until the sale of the company in 2019. Mr. McCormack received a master’s degree in information management from The George Washington University and a bachelor’s degree in computer science from the University of New Hampshire. Mr. McCormack’s board and advisory experience, coupled with his senior management experience at technology companies, and his extensive experience and leadership at technology companies, make him a valuable member of our Board.

Yancey L. Spruill has served on our board since March 2019. Mr. Spruill is currently the chief executive officer of DigitalOcean, Inc., a cloud infrastructure company. Mr. Spruill was the chief operating officer and chief financial officer of SendGrid, Inc., a formerly publicly-traded provider of e-mail marketing services, where he served from June 2015 until its February 2019 sale to publicly-traded Twilio, Inc. Prior to joining SendGrid, Inc., Mr. Spruill served as chief financial officer at TwentyEighty, Inc., a provider of training and performance improvement solutions, from September 2014 to June 2015. From August 2004 to September 2014, Mr. Spruill served as executive vice president and chief financial officer of DigitalGlobe, Inc., a formerly publicly-traded provider of geospatial information products and services. Mr. Spruill also served on the board of directors for Rally Software Development Corp., a formerly publicly-traded provider of agile development software, from 2014 until its acquisition by CA, Inc. in 2015. From 2016 to 2020 Mr. Spruill served on the board of Allscripts Healthcare Solutions, Inc., a publicly-traded electronic healthcare records technology company, and from 2018 to 2020 he also served as the lead independent director of Zayo Group Holdings, a formerly publicly-traded provider of telecommunications infrastructure services. Mr. Spruill received a bachelor of electrical engineering from the Georgia Institute of Technology and a master’s of business administration from the Amos Tuck School of Business at Dartmouth College. Mr. Spruill’s extensive financial expertise, leadership experience, experience with serving on boards of other technology companies and significant experience in the technology industry and at other technology companies, make him a valuable member of our Board.

Resigning Director

Lisa Hook has served on our board since August 2019. Ms. Hook served as president and chief executive officer of Neustar, Inc., a technology company, from October 2010 until July 2018 and as president and chief operating officer from January 2008 until October 2010. She joined the Neustar board

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in 2010 and continued to serve in that capacity until July 2019. Previously, Ms. Hook served as president and chief executive officer of Sunrocket, Inc., a VoIP provider; held several executive-level posts at America Online, Inc., an online services company; was a partner at Brera Capital Partners, a global private equity investment firm; was managing director of Alpine Capital Group, LLC, an investment banking firm; held several executive positions at Time Warner, Inc., a telecommunications company; was legal advisor to the Chairman of the Federal Communications Commission; and was a senior attorney at Viacom International, Inc., a production and broadcasting company. Ms. Hook serves on the boards of Philip Morris International, a publicly-traded leading international tobacco company; Fidelity National Information Services Inc., a publicly-traded global leader in banking and payment solutions; Ritchie Brothers Holdings, a publicly-traded provider of asset trading solutions; CubeIQ, a private company in the location intelligence space; Zayo Group, a private network solutions provider; and is a senior advisor on the advisory board of Trilantic Capital Partners, an investment firm. Ms. Hook has previously served as a board member at Partners Group Holdings AG, a publicly-traded global asset management company; Unisys Corporation, a publicly-traded global technology company, Senior Independent Director of RELX PLC and RELX NV, providers of information solutions, Covad Communications, Time Warner Telecom, K-12 Inc. and National Geographic Ventures. She currently serves on the National Security Telecommunications Advisory Committee to which she was appointed in 2012 by President Obama. Ms. Hook received a juris doctorate from Dickinson School of Law at Pennsylvania State University and a bachelor’s degree from Duke University. Ms. Hook’s extensive board experience, her experience as an executive for both private and public companies, and her experience in the identity, security and data privacy space make her a valuable member of our Board.

Continuing Directors

Andre Durand has served as our Chief Executive Officer since founding Ping Identity Corporation in 2001. Prior to founding Ping Identity Corporation, Mr. Durand founded Jabber, Inc., an instant messaging open source platform used by businesses globally. Mr. Durand also serves on the board of Jamf Holding Corp. Mr. Durand earned a bachelor’s degree in biology and economics from the University of California at Santa Barbara. Mr. Durand’s extensive knowledge of our business and strategy, as well as his experience in the technology industry and leadership role with us as our Chief Executive Officer, make him a valuable member of our Board.

Rod Aliabadi has served on our Board since June 2016. Mr. Aliabadi is a Managing Director at Vista. Prior to joining Vista in 2008, Mr. Aliabadi worked at the Stanford Genome Technology Center, focusing on the development of nanotechnology- driven diagnostics. Mr. Aliabadi currently serves on the board of several of Vista’s private portfolio companies, including EAB Global Inc., Integral Ad Science Inc. and TripleLift Inc. Mr. Aliabadi received a bachelor of engineering in biomedical engineering from Vanderbilt University. Mr. Aliabadi’s extensive experience in the areas of corporate strategy, technology, finance and engineering, as well as his experience on the boards of other technology and software companies, make him a valuable member of our Board.

David Breach has served on our Board since March 2019. Mr. Breach is the President and Chief Operating Officer at Vista. Prior to joining Vista in 2014, Mr. Breach worked as a Senior Corporate Partner at Kirkland & Ellis LLP, where his practice focused on representation of private equity funds in all aspects of their business. Mr. Breach was a founding partner of Kirkland & Ellis’s San Francisco office, and received numerous professional accolades while at Kirkland & Ellis. Mr. Breach sits on Vista’s Executive Committee and also the Private Equity Funds’ Investment Committee. Mr. Breach also sits on the boards of Vista portfolio companies Solera Holdings, Inc., Datto Holding Corp., Jamf Holding Corp., Cvent Holding Corp., and Stats Perform and Eagleview Technologies.. Mr. Breach received a bachelor of business administration in marketing from Eastern Michigan University and received a juris doctorate from the University of Michigan, magna cum laude, Order of the Coif. Mr. Breach is currently a member of the State Bars of California, Illinois and Michigan. Mr. Breach’s extensive experience in the areas of corporate strategy, private equity and firm governance, as well as his experience on the boards of other companies, make him a valuable member of our Board.

Michael Fosnaugh has served on our Board since June 2016 and has served as our Chairman since November 2020. Mr. Fosnaugh is a Senior Managing Director at Vista. Mr. Fosnaugh is co-head of the

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Chicago office, is the co-head of Vista’s Flagship Fund, and is a member of the Executive Committee and the Flagship Funds’ Investment Committee. Mr. Fosnaugh was actively involved in Vista’s investments in Advicent, Forcepoint, Mediaocean, MRI Software, Numerator, SirsiDynix, Sunquest Information Systems, Websense and Zvwaye. Prior to joining Vista in 2005, Mr. Fosnaugh worked in the Technology, Media & Telecommunications group at SG Cowen & Co., a financial firm, where he focused on the software, services and financial technology sectors. While at SG Cowen, Mr. Fosnaugh advised clients on buy-side and sell-side transactions, public and private equity financings and other strategic advisory initiatives. Mr. Fosnaugh currently serves on the boards of Integral Ad Science Holding Corp., Jamf Holding Corp., and several of Vista’s private portfolio companies, including Acquia Inc., Alegeus Technologies Holdings Corp., Applause App Quality, Inc., CentralSquare Technologies, LLC, EAB Global Inc., Greenway Health, LLC, PlanSource Benefits Administration, Inc., SmartBear Software, Inc., STATS LLC (d/b/a STATS Perform), and TripleLift Inc. Mr. Fosnaugh received a bachelor’s degree in economics from Harvard College. Mr. Fosnaugh’s extensive experience in the areas of corporate strategy, technology, finance, marketing, business transactions and software investments, as well as his experience working with other technology and software companies, make him a valuable member of our Board.

Diane Gherson has served on our Board since March 2021. Ms. Gherson served as chief human resource officer (“CHRO”) for International Business Machines Corporation (“IBM”) for seven years, retiring in December 2020. At IBM, Ms. Gherson was responsible for the people and culture of IBM’s global workforce. During her tenure as CHRO, Ms. Gherson redesigned all aspects of IBM’s people agenda and management systems. Ms. Gherson is currently a Senior Lecturer in Business Administration at the Harvard School of Business Administration. Ms. Gherson was named HR Executive of the Year by HR Executive in 2018, and elected Fellow of the National Academy of Human Resources (NAHR), the highest honor granted in the human resources profession. She was named by Business Insider Top 100 People Changing the World of Business, and also by HR Executive to their inaugural top 100 list of HR Tech Influencers. Ms. Gherson serves on the boards of Centivo, a healthcare company and the National Academy of Human Resources. She is also an executive advisory board member at Semper Virens Venture Capital and Cognitive Talent Solutions. Prior to joining IBM in 2002, Ms. Gherson led the global compensation and performance practice at consulting firm Willis Towers Watson. Ms. Gherson holds a bachelor’s degree from Trinity College, University of Toronto, and a master’s degree in industrial and labor relations from Cornell University. Ms. Gherson’s leadership experience at a large technology company makes her a valuable member of our Board.

Paul Martin has served on our Board since January 2021. Mr. Martin served as senior vice president and chief information officer for Baxter International Inc. from January 2011 to October 2020, where he had global responsibility for information technology strategy, operations, security, and processes. Previously, Mr. Martin served as chief information officer for Rexam plc (“Rexam”), the U.K. based consumer packaging manufacturing company. During Mr. Martin’s 11 years with Rexam, Mr. Martin served in a variety of key senior management positions, including head of information technology for American National Can Group Inc. (which was acquired by Rexam). Prior to Rexam, Mr. Martin held information technology leadership positions at the CIT Group Inc., BNSF Railway Company and Frito-Lay, Inc. Mr. Martin was the recipient of the 2020 Chicago CIO of the Year Leadership ORBIE Award. In 2017, he was named to the CIO Hall of Fame by CIO Magazine for IT innovation and business leadership and was recognized in Black Enterprise’s 2017 Most Powerful Executives in Corporate America. In 2014, Mr. Martin was named among the “100 Diverse Corporate Leaders in STEM” by STEM connector and was previously recognized as a Business Leader of Color by Chicago United. Mr. Martin also serves on the boards of Unisys Corporation, a publicly traded global information technology company and Steris Corporation, a publicly-traded global provider of healthcare products and services that support infection prevention. Mr. Martin is also Vice Chairman of Baxter Credit Union. Mr. Martin received a bachelor’s degree in management information systems from Western Kentucky University. Mr. Martin’s experience in the information technology and STEM fields as well as extensive leadership experience make him a valuable member of our Board.

Martin Taylor has served on our Board since November 2020. Mr. Taylor joined Vista in 2006 and was the initial president of Vista Consulting Group. Currently, he is an Operating Managing Director at Vista Equity Partners and sits on the Vista Flagship Funds’ Investment Committee. In his capacity as an Operating Managing Director, Mr. Taylor currently sits on or participates in the boards of all Vista Flagship Fund

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companies. Mr. Taylor currently serves on the board of multiple Vista portfolio companies, including Jamf Holding Corp., Integral Ad Science Holding Corp. and VividSeats Inc. He also works on a variety of cross portfolio initiatives and is the president of OneVista, which is responsible for leading the OneVista executive strategy across strategic clients, portfolio companies, partners and the external directors program. Prior to joining Vista in 2006, Mr. Taylor spent over 13 years at Microsoft Corporation, a technology company, in various capacities, including roles managing corporate strategy, sales, product marketing and various segment focused teams in North America and Latin America. Mr. Taylor attended George Mason University. Mr. Taylor’s extensive experience in the areas of corporate strategy, technology, finance, business transactions and software investments, as well as his experience working with Microsoft, make him a valuable member of our Board.”

Director Nominee Candidates following our Annual Meeting

Following the Annual Meeting, the Board plans to appoint (i) Anil Arora to fill the vacancy on our Board resulting from Lisa Hook not standing for re-election and (ii) Vikram Verma to fill a vacancy to be created following the Annual Meeting. At the time of the Annual Meeting, Messrs. Arora and Verma will not be members of our Board and their appointment to our Board will remain subject to Board approval. Board approval of either candidate is not guaranteed and is subject to the discretion of our Board.

Anil Arora, 61, joined TIFIN Group, a wealth technology company, as a senior partner in 2020 and prior to that served as Chief Executive Officer of Envestnet|Yodlee and as Vice-Chairman of Envestnet (NYSE: ENV), a cloud-based leader in financial technology, data intelligence and wealth management from 2015 to 2019. Mr. Arora also held senior leadership positions at Gateway, Inc., Pillsbury and Kraft Foods. Mr. Arora currently sits on the board of directors of Conagra Brands (NYSE:CAG). Mr. Arora earned a Master of Business (M.B.A.) from the University of Michigan and a Bachelor of Science (B.S.) from Rockford College. We believe Mr. Arora’s leadership experience, financial expertise and technology experience will make him a valuable member of our Board.

Vikram Verma, 57, served as the Chief Executive Officer of 8x8 Inc. (NYSE: EGHT) for more than seven years. Mr. Verma has been a senior leader at Lockheed Martin and served as Chief Executive Officer of Savi Technology. Mr. Verma currently sits on the board of directors of Cambium Networks (NASDAQ: CMBM). Mr. Verma earned a Bachelor of Science Electrical Engineering (B.S.E.E.) degree from Florida Institute of Technology, a Master of Science Engineering (M.S.E.) degree in electrical engineering from the University of Michigan, and a graduate degree of Engineer in Electrical Engineering from Stanford University. We believe Mr. Verma’s leadership experience, financial expertise and technology experience will make him a valuable member of our Board.

Independence Status

The listing standards of the New York Stock Exchange (the “NYSE”) require that, subject to specified exceptions, each member of a listed company’s Audit Committee and Compensation Committee be independent and that Audit Committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

Our Board has determined that all directors other than Mr. Durand, our Chief Executive Officer, meet the requirements to be an independent director. In making this determination, our Board considered the relationships that each non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining his or her independence, including beneficial ownership of our common stock.

Board Meetings and Committees

For the year ended December 31, 2021, our Board held nine regular meetings and no special meetings. Our Audit Committee and our Compensation Committee held four and six meetings, respectively. Our head of internal audit met quarterly with the head of the Audit Committee. In 2021, each director attended the aggregate of at least 80% of the meetings of the Board during such director’s tenure and the total number of meetings held by any of the committees of the Board on which the director served.

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Our Board has an Audit Committee and a Compensation and Nominating Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities. Directors are expected to attend the annual meeting of shareholders and all or substantially all of the Board meetings and meetings of committees on which they serve. In 2021, every director attended the annual meeting of shareholders.

Board Member	Audit Committee	Compensation and Nominating Committee
Rod Aliabadi
David A. Breach. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		X
Andre Durand
Michael Fosnaugh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		X
		(Chair)
Diane Gherson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		X
Lisa Hook(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	X	X
Paul Martin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	X
John McCormack . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	X
Yancey L. Spruill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	X
	(Chair)
Martin A. Taylor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		X

(1)

Ms. Hook will not stand for re-election, and her current term on our Board will expire at the Annual Meeting.

Audit Committee

The Audit Committee is responsible for, among other matters:

appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

reviewing our policies on risk assessment and risk management;

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

reviewing the adequacy of our internal control over financial reporting;

establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;

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10)

reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and

11)

reviewing and discussing with management and our independent registered public accounting firm our earnings releases and scripts.

Our Board has affirmatively determined that Messrs. McCormack, Martin and Spruill and Ms. Hook meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of our Audit Committee is “financially literate” in accordance with the NYSE rules. In addition, our Board has determined that Messrs. Spruill and McCormack and Ms. Hook qualify as “audit committee financial experts,” as such term is defined in Item 407(d)(5) of Regulation S-K. The written charter for our Audit Committee is available at our corporate website at investor.pingidentity.com. Our website is not part of this notice.

Compensation and Nominating Committee

The Compensation Committee is responsible for, among other matters:

annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer;

reviewing and approving the compensation of our other executive officers;

appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;

conducting the independence assessment outlined in NYSE rules with respect to any compensation consultant, legal counsel or other advisor retained by the compensation committee;

annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the NYSE;

reviewing and establishing our overall management compensation, philosophy and policy;

overseeing and administering our compensation and similar plans;

reviewing and making recommendations to our Board with respect to director compensation;

10)

reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K;

11)

developing and recommending to our Board criteria for board and committee membership;

12)

subject to the rights of Vista under the Director Nomination Agreement, identifying and recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees;

13)

developing and recommending to our Board best practices and corporate governance principles;

14)

developing and recommending to our Board a set of corporate governance guidelines; and

15)

reviewing and recommending to our Board the functions, duties and compositions of the committees of our Board.

The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at investor.pingidentity.com. All members have been determined to be independent under current NYSE listing standards, including those standards applicable specifically to compensation and nominating committee members. Our website is not part of this notice.

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Board Leadership Structure

The following section describes our Board leadership structure, the reasons why the structure is in place at this time, the roles of various positions, and related key governance practices. The mix of experienced independent, Vista-affiliated and management directors that make up our Board, along with the role of our Chairman and our Board committee composition, benefits Ping Identity and its shareholders.

Independence and Diversity; Board Mix

Our Board has an effective mix of independent and management directors. Our Board consists of all independent directors other than Mr. Durand. In terms of diversity, immediately prior to our Annual Meeting, we have two female directors and three African American directors on our Board.

Chairman

Our Bylaws provide that Vista has the right to designate the Chairman of the Board for so long as Vista beneficially owns at least 30% or more of our Voting Stock. Mr. Fosnaugh has been our Chairman since November 2020, when Vista beneficially owned at least 30% of our Voting Stock. Our Board decided that Mr. Fosnaugh should remain our chairman although Vista no longer owns at least 30% of our Voting Stock. Mr. Fosnaugh has extensive knowledge and experience in a variety of relevant areas acquired through his professional and other experiences, including technology, finance, marketing, business transactions and mergers and acquisitions. This knowledge and experience gives Mr. Fosnaugh the insight necessary to navigate the responsibilities of strategic development and execution.

Hedging Transactions

Pursuant to a written policy, we prohibit our employees, directors and officers from engaging in hedging transactions in relation to our securities, including hedging or monetization transaction mechanisms including, for example, prepaid variable forwards, equity swaps, collars and exchange funds. Additionally, directors, officers and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Risk Oversight

The Board, as a whole and through the Audit Committee, oversees our risk management program, which is designed to identify, evaluate, and respond to our high priority risks and opportunities. The Audit Committee also takes into consideration the allocation of responsibility for risk oversight to the other committees of the Board. The risk management program facilitates constructive dialog at the senior management and Board level to proactively realize opportunities and manage risks. Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the full Board. Our management, including our executive officers, is primarily responsible for managing the risks associated with the operation and business of our company and provides regular updates to the Audit Committee and annual updates to the full board on the risk management program and reports on the identified high priority risks and opportunities.

We face cybersecurity risks. The mission of our security organization is to protect our customer’s data, ensure the security and integrity of both our external products and our internal systems, and to prevent security incidents involving our customers, our products, our systems and/or our employees. We utilize a risk-based approach to security, with a focus on continuous improvement; we seek to continually drive down risks throughout the organization. Our program complies with industry best practices, and achieves annual SOC 2 and ISO 27001 certifications. We embed security engineers throughout the environment, including within product development, corporate IT and cloud operations. This embedded model allows us to work closely with business stakeholders to monitor cybersecurity, operational, privacy and compliance risks related. A cross-functional, enterprise-wide risk committee, composed of members of management and other key stakeholders, routinely review strategy, policy, program effectiveness, standards enforcement and cyber issue management. Our Audit Committee is actively engaged in the oversight of our security program.

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Human Capital Management

Ping Identity is committed to championing and protecting every identity, from our customers to those of our most valuable asset: our employees. Trust is core to who we are and to what we do, and we understand that how we work together is just as important as what we accomplish. We are committed to treating all who enter the Ping Identity ecosystem with respect and honesty.

Diversity, Equity, and Inclusion (“DEI”)

At Ping Identity, we are committed to championing and embracing diversity, equity, and inclusivity. We believe that innovation and creativity is maximized through having and supporting a diverse and inclusive workforce. In 2021, to further our commitment we hired our first Director of DEI to lead our DEI initiatives.

We employ inclusive recruitment and hiring practices to source diverse talent and mitigate potential bias throughout the hiring process. We also continue to recruit from a broad range of colleges and engage with organizations that support diverse students and jobseekers.

Our employees are invited to participate in our internal employee resource groups (“ERGs”), which seek to engage, connect and create a supportive environment for our employees. ERGs are comprised of employees who are linked by social factors such as culture, gender, sexual orientation, or by a common interest or goal. These employee-led groups foster diverse and inclusive workplaces aligned with our values, objectives and business practices.

Our 2021 DEI accomplishments include:

•

hiring our first Director of DEI;

•

launching seven ERGs;

•

implementing initiatives to increase awareness of key diversity celebrations and holidays;

•

establishing new external partnerships with community organizations such as Out & Equal Workplace Advocates, Women in Identity, Girls in Science, WorldDenver, and Downtown Denver Partnership;

•

conducting a third party pay equity analysis in the United States to help ensure that employees from underrepresented groups are not being underpaid based on gender and race; and

•

establishing our Ping Identity Scholarship Fund.

Career Development

At Ping Identity, we have a Learning and Performance Department with the mission to ensure that each of our valued employees achieves professional excellence which then enables them to actively contribute to the effectiveness and excellence of our company. Our Learning and Performance and Human Resources Departments collaborate with other Ping Identity departments across the organization to assist employees in achieving high performance. At Ping Identity, we strive to deliver world-class learning opportunities to improve employee performance, reduce risk and regulatory noncompliance, and deliver an extraordinary customer experience. We offer a variety of opportunities for our employees to accelerate their success and grow their careers, including on-the-job training, education reimbursement program, professional and technical certifications and training classes and courses.

Workplace Awards

In 2021, we received the Glassdoor Employees’ Choice Award, which recognized us as a Best Place to Work based on anonymous employee feedback. We have also been named by Denver Post as one of the Top Workplaces in Denver seven years in a row (2014-2021) as well as one of the best places to work by the Denver Business Journal in 2021.

Compensation and Benefits

Compensation

At Ping Identity we are committed to providing fair, market competitive pay that supports the needs of our employees and also engages our employees to achieve goals related to our success. Our strategy includes

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base salary, short-term company bonus or sales-related commission, and long-term incentive through employee equity awards for eligible employees.

We are committed to pay equity at Ping Identity. We believe fair and unbiased compensation is a critical component to an inclusive culture and ultimately helps us attract and retain the highest caliber talent. As part of our commitment to pay equity, and in addition to our internal practices to drive pay equity, in 2020 Ping engaged an independent third party to conduct a pay equity analysis in the United States. We believe that the results indicated that our employees from underrepresented groups are not being underpaid based on gender and race relative to others doing the same or similar work under comparable circumstances. Ping Identity intends to continue prioritizing pay equity and we plan to continue to conduct third party pay equity analyses on a rolling basis.

Benefits

In addition to competitive pay, our total rewards program includes comprehensive and inclusive employee benefits and a variety of other health and wellness options. Our benefits and perks include a 100% Ping Identity paid healthcare option, 100% paid parental leave, retirement savings with employer match, unlimited PTO, commuter offset, fitness stipend, in-office snacks and drinks, and charitable giving match. Ping Identity is also proud to offer inclusive benefits for our employees who undergo or are pursuing gender transition.

In addition, Ping Identity is asking shareholders to vote on a proposal to approve the Ping Identity Holding Corp. 2022 Employee Stock Purchase Plan at the Annual Meeting.

We evaluate benefits plans against competitors and locally provided entitlements each year to ensure they meet the evolving needs of our employees.

Company Ethos and Ethics

Conducting our business ethically and in a socially responsible way is one of the core pillars of our foundation at Ping Identity. All employees adhere to our Employee Handbook which outlines our values, security guidelines, and codes of conduct along with other internal policies and procedures. Our Code of Ethics applies to all employees including all executive officers and directors and is available on our web site. The information contained on, or that can be accessed through, our website is not incorporated by reference into this annual report, and you should not consider any information contained on, or that can be accessed through, our website as part of this proxy statement.

Ping Identity in the Community

We strive to be a good corporate citizen and leave a positive impact in the communities where we operate. In 2021, Ping Identity prioritized community volunteerism, service and charitable donations supporting education and local initiatives by partnering with local educational organizations to support female students interested in STEAM fields, establishing a four-year college scholarship for an underrepresented minority student, establishing an employee day of service and charitable contribution matching program for employees. As we develop and grow our DEI strategy and plan, we intend to work with our ERGs to help us identify additional communities, service opportunities, and charities that are significant to their members.

Health, Safety and Wellness

Team member health and safety is core to our successful operations across all areas of our business. We provide our employees and their families with access to a variety of health and wellness programs, including benefits that support their physical and mental health.

In response to the COVID-19 pandemic, we implemented changes to protect the health and safety of our employees, including:

•

building a COVID-19 Response Team comprised of facilities, security, HR, IT and business leaders;

•

implementing office closures as required so non-essential employees could work remotely; and

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•

conducting several pulse surveys of our team members, with special focus on our COVID-19 response and opportunities for improvement to ensure we understood team member concerns and could proactively address those concerns.

We believe we have been able to preserve our business continuity without sacrificing our commitment to keeping our employees safe during the COVID-19 pandemic. We will continue to monitor the impact of COVID-19 to ensure that we continue to operate safely for all stakeholders.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our Code of Ethics is available on our website at investor.pingidentity.com/governance/governance-documents/. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website.

Meetings of Non-Management Directors

In accordance with our Corporate Governance Guidelines, the non-management directors have the opportunity to meet in executive session without members of management as often as they deem appropriate, but at a minimum do so annually.

Compensation Committee Interlocks and Insider Participation

No interlocking relationships exist between the members of our Board and the board or compensation committee of any other company.

Communications by Shareholders and Other Interested Parties with the Board

Shareholders and other interested parties may contact an individual director, the Board as a group, or a specified Board committee or group, including the non-management or non-Vista directors as a group, by sending regular mail to:

Ping Identity Holding Corp.
1001 17th Street, Suite 100
Denver, Colorado 80202
ATTN: Board of Directors
c/o Chief Legal Officer and Secretary

Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. Ping Identity will receive the communications and process them before forwarding them to the addressee. Ping Identity may also refer communications to other departments within Ping Identity. Ping Identity generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding Ping Identity.

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EXECUTIVE OFFICERS

Below is a list of the names, ages, positions, and a brief account of the business experience of the individuals who serve as executive officers of Ping Identity as of March 7, 2022:

Name	Age	Position
Andre Durand	53	Chief Executive Officer
Raj Dani	51	Chief Financial Officer
B. Kristian Nagel	54	Chief Operating Officer
Shalini Sharma	50	Chief Legal Officer and Secretary

Andre Durand is the Chief Executive Officer and a member of our Board. His biography can be found above under “Board of Directors and Corporate Governance — Continuing Directors.”

Raj Dani has served as our Chief Financial Officer since 2016. Before joining Ping Identity Corporation, Mr. Dani served as chief financial officer of AVI-SPL, Inc., a systems integration firm from 2014 to 2016. Prior to that, Mr. Dani held senior positions within technology services companies and began his career with PricewaterhouseCoopers LLP, serving in its audit and transaction advisory practices. Mr. Dani earned a master’s degree in accounting from the University of Florida and a bachelor’s degree in business administration from Emory University. Mr. Dani is an actively licensed certified public accountant.

B. Kristian Nagel has served as our Chief Operating Officer since December 2018. Before serving in this role, Mr. Nagel was chief executive officer for Vindicia, Inc. from 2016 to 2018 and was responsible for all of its strategic and daily operations. Prior to that, Mr. Nagel was senior vice president — field operations for Vindicia, Inc. from 2008 to 2016. Prior to that, Mr. Nagel held a number of senior leadership positions in both venture-backed and public companies. Mr. Nagel began his career with Apple Inc. and holds a master’s of business administration from San Jose State University and a bachelor’s degree in management information systems from Pennsylvania State University.

Shalini Sharma has served as our Chief Legal Officer since 2022. Prior to joining Ping Identity, Ms. Sharma served as SVP and General Counsel at Vantage Data Centers where she oversaw legal and corporate governance and compliance matters during a period of expansive international growth. Sharma joined Vantage from Broadridge Financial Solutions where she was Assistant General Counsel and Chief Privacy Officer, serving the global financial services industry. Previously, she was in private practice as a corporate transactional attorney at Curtis, Mallet-Prevost, Colt & Mosle LLP in New York. Ms. Sharma holds a B.A. and M.A. from the University of Chicago and a J.D. from the University of Texas at Austin School of Law. She is also a recipient of a Fulbright Award.

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EXECUTIVE AND DIRECTOR COMPENSATION

Unless we state otherwise or the context otherwise requires, in this Executive and Director Compensation section the terms “Ping Identity Corporation,” “we,” “us,” “our,” and the “Company” refer to Ping Identity Corporation, a wholly-owned subsidiary of Ping Identity Holding Corp., for the period up to our IPO, and to Ping Identity Holding Corp. for all periods following our IPO.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our executive compensation program and the compensation awarded to, earned by, or paid to our Chief Executive Officer (CEO), our Chief Financial Officer (CFO), and our three most highly compensated officers (other than the CEO and CFO) for 2021 (who, along with the CFO and CEO, we refer to as our named executive officers, or NEOs). For 2021, our NEOs are:

Name			Position
Andre Durand			Chief Executive Officer
Raj Dani			Chief Financial Officer
B. Kristian Nagel			Chief Operating Officer
Bernard Harguindeguy			SVP of Special Projects; Former Chief Technology Officer
Lauren Romer			Former Chief Legal Officer and Secretary

On October 31, 2021, Mr. Harguindeguy transitioned to the role of SVP of Special Projects and ceased to serve as our Chief Technology Officer and as an executive officer of the Company. Ms. Romer left her position as Chief Legal Officer and Secretary, effective December 31, 2021 and will continue to serve in an advisory role until Spring 2022.

Business Overview and 2021 Performance Highlights

Overview

Our mission is to secure the digital world through intelligent identity. We deliver on this mission by providing intelligent identity solutions for the enterprise, leveraging artificial intelligence (“AI”) and machine learning (“ML”) to provide real-time authentication. We enable companies to achieve zero trust security by making identity frictionless, giving our customer the ability to go faster, get to the cloud and reduce costs, all while improving their end-user experiences.

We solve big problems for the world’s largest enterprises. We serve more than half of the Fortune 100, and we have partnerships with companies such as Microsoft and Amazon. We serve a broad range of vertical markets with particular strength in financial services, healthcare, technology, aerospace, and retail, especially among the Global 3000.

Ping Identity’s platform enables a range of use cases for workforces, for partners, and for a wide variety of consumer-facing applications. Our solutions and solution packages can be deployed as software-as-a-service (“SaaS”), as on premises software, or as hybrid. We also provide flexibility to deploy our SaaS solutions in Ping Identity’s cloud, the customer’s private cloud, or in a public cloud. We have consistently been recognized as a leader in the Identity and Access Management (“IAM”) industry by Gartner and other analysts. For example, Gartner’s Magic Quadrant research on access management has named Ping Identity a leader for the last five years. Other analysts that have named Ping Identity a leader in 2021 include KuppingerCole, ISG and Quadrant Knowledge Solutions for reports covering identity solutions for Customers, Workforce, and Internet of Things (“IoT”).

2021 was characterized by accelerating revenue and ARR growth coupled with delivering significant unlevered free cash flow. We continued to transform our business in 2021 through strategic acquisitions and build-out of our unified cloud platform delivering numerous new SaaS solutions that position us well for

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the future. We also entered into a new credit agreement which will improve our optionality to drive growth through both internal investment and M&A.

Below is a summary of key financial and operational performance highlights for 2021:

•

Our Annual Recurring Revenue (ARR), or the annualized value of all subscription contracts as of the end of the year, was $312.7 million as of December 31, 2021, compared to $259.1 million as of December 31, 2020, an increase of 21% year-over-year;

•

Our net cash provided by operating activities was $41.9 million for the year ended December 31, 2021 compared with $22.4 million for the year ended December 31, 2020. Our Unlevered Free Cash Flow (uFCF)* for 2021 was $21.0 million, compared to $8.8 million for 2020, an increase of 139% year-over year;

•

Our SaaS revenue for 2021 was $57.6 million, compared with $38.1 million for 2020, an increase of 51% year-over-year; and

•

71 customers delivered more than $1m in ARR in 2021 compared with 51 in 2020, an increase of 39%; 314 customers delivered more than $250,000 in ARR in 2021 compared with 260 in 2020, an increase of 21%.

We define unlevered free cash flow as net cash provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized software development costs plus cash paid for interest. Please refer to our fourth quarter 2021 earnings press release and our 2021 Annual Report for explanations of why such measures are used by management and helpful to investors and reconciliations of our non-GAAP financial measures

In addition, during 2021:

•

We introduced PingOne for Government, a FedRAMP authorized offering, which will be available in 2022;

•

We acquired SecuredTouch, a leader in consumer fraud and bot detection, to mitigate risk with the customer use case in the PingOne Cloud Platform;

•

We acquired Singular Key, a leader in no-code orchestration, to streamline identity workflows and bring additional agility and flexibility to the PingOne Cloud Platform;

•

We launched PingOne Authorize, introducing cloud-based dynamic authorization capabilities for the enterprise identity security market; and

•

We entered into a new credit agreement in November 2021 consisting of a $300 million, seven-year Term Loan B and $150 million, five-year revolving credit facility.

We believe our performance in 2021 and these achievements positions us well for 2022 and future years and to continue to grow and expand our business and that the efforts of our NEOs were critical to our exceptional performance in 2021.

Overview of our Executive Compensation Program

Our executive compensation program is designed to help us attract, retain, and incentivize talented executives, to closely align pay with performance, and to align the interests of our NEOs with those of our shareholders. To further these goals, we tie a meaningful portion of our NEOs’ compensation to the attainment of key performance goals that we believe will help us attain short- and long-term business objectives and create shareholder value. In addition, we grant equity-based compensation to align the interests of our NEOs with those of our shareholders. Finally, we provide market-competitive base salaries, benefits, and severance protections to provide a fixed element of compensation designed to promote stability and to discourage any unnecessary risk-taking by our NEOs in performing their responsibilities.

Described below are some of the practices that we consider good governance features of our executive compensation program.

•

Independent compensation consultant;

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•

Share ownership guidelines of 5X annual base salary for our CEO and 3X annual base salary for all other NEOs;

•

Robust clawback policy;

•

Policies prohibiting the hedging and pledging of our stock;

•

No dividend equivalents on unearned RSUs;

•

No stock option repricing, exchanges or options granted below market value;

•

No change in control excise or other tax gross-ups for any executives;

•

Limited perquisites;

•

No supplemental executive retirement plan;

•

Alignment of performance goals for our NEOs with those of the employees generally; and

•

Valuing around the 50th percentile for NEO total compensation, subject to certain factors.

We believe that these features of our executive compensation program benefit the Company as a whole and serve to increase the alignment of incentives between our NEOs and our shareholders.

Process for Determining NEO Compensation

The Compensation and Nominating Committee

The Compensation Committee”) oversees our executive compensation program and is responsible for approving the nature and amount of the compensation paid to our NEOs, and for administering our equity compensation plans and awards. However, the Compensation Committee’s approval of our CEO’s compensation is subject to ratification by our Board. As described below, the Compensation Committee also works with members of management and obtains advice from an independent compensation consultant in the course of making its compensation decisions.

Say on Pay

At our 2021 annual meeting of shareholders, our shareholders approved, on an advisory basis, to hold future advisory votes on the compensation of our NEOs on an annual basis. In light of these results, we intend to provide shareholders with an opportunity to vote on the compensation of our NEOs every year. We intend to consider the results of such votes in determining the compensation of our NEOs.

The Role of Management

Our CEO and Chief Human Resources Officer review the design of our executive compensation program, working with internal resources as well as our independent compensation consultant. Based on this review, management may recommend modifications to the executive compensation program for the Compensation Committee’s consideration. In addition, our CEO provides to the Compensation Committee an assessment of the Company performance and individual performance of each NEO (other than himself). Based on this assessment, our CEO and Chief Human Resources Officer will make recommendations to the Compensation Committee on the compensation of such NEOs, including the appropriate split between elements of compensation. In preparing compensation recommendations, our CEO, Chief Human Resources Officer, and other members of management involved in the compensation process review market compensation data, consisting of peer group data and other supplementary third-party survey data, and benchmark the compensation for our NEOs against such data. Our CEO, Chief Human Resources Officer, and Chief Legal Officer typically attend meetings of the Compensation Committee but do not participate in any discussions regarding their own compensation.

Independent Compensation Consultant

During 2021, as in prior years, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting firm, to provide it with advice on a

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broad range of executive and non-employee director compensation-related matters, including the development of a peer group for compensation-setting purposes, and assistance in determining an approach to both equity-based compensation generally as well as competitive levels of cash and equity compensation for our NEOs and non-employee directors. After consideration of the independence assessment factors provided under the listing rules of the NYSE, the Compensation Committee determined that Meridian was independent and that the work it performed during 2021 did not raise any conflicts of interest.

Use of Peer Group and Market Data

The Compensation Committee uses peer group data and supplementary third-party survey data to gauge the reasonableness of its decisions on NEO compensation and the general competitiveness of our executive compensation program. The Compensation Committee considers a range of market values generally around the 50th percentile for each element of pay provided to our NEOs while also assessing experience, performance and retention considerations. For our peer group, the Compensation Committee selects companies based on the following criteria: (i) companies in the systems or application software industry, (ii) companies with which we compete for talent, and (iii) companies with comparable market capitalization and revenues. Based on this criteria, the Compensation Committee, with the assistance of Meridian, approved the following peer group companies for 2021.

2021 Peer Group
Proofpoint, Inc.	Box, Inc.	Okta, Inc.	MongoDB, Inc.
Zscaler, Inc.	Tenable Holdings, Inc.	Rapid7, Inc.	Q2 Holdings, Inc.
Qualys, Inc.	SailPoint Technology Holdings, Inc.	Varonis Systems, Inc.	Mandiant, Inc. (f/k/a FireEye, Inc.)
Mimecast Limited	Bottomline Technologies (de), Inc.	Progress Software Corporation	SecureWorks Corp.
OneSpan, Inc.	Alarm.com Holdings, Inc.	Commvault Systems, Inc.	Zix Corporation

Pay Mix

The Compensation Committee determines the general mix of the elements of our executive compensation programs. It does not target a specific mix of value for the compensation elements within these programs in either the program design or pay decisions. Rather, the Compensation Committee reviews the mix of compensation elements to help ensure an appropriate level of performance-based compensation is apportioned to the short-term, and even more to the long-term to help ensure alignment with our business goals, performance, and shareholder interests.

Components of Our NEO Compensation Program

Base Salary

Each of our NEOs is paid a base salary. The Compensation Committee believes this element of compensation is important because it provides a fixed element of compensation that reflects the individual NEO’s skills, experience and role. The Compensation Committee establishes base salaries based on a review of peer group data, if available for a particular position, and other third-party data obtained by our independent compensation consultant; internal pay equity; and each NEO’s skill set, experience, role, responsibilities and prior year performance. Such base salaries are reviewed annually, and may be adjusted based on such factors and the recommendations of our CEO, except with respect to his own base salary. The Compensation Committee reviewed the base salaries of our NEOs in February of 2021, taking into

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account the factors described above, and approved (or, with respect to our CEO, recommended to our Board for approval) the following base salaries, to be effective as of April 1, 2021:

Named Executive Officer	2020 Annual Base Salary(1)			2021 Annual Base Salary(1)
Andre Durand		$	435,000		$	435,000
Raj Dani		$	375,000		$	375,000
B. Kristian Nagel		$	375,000		$	375,000
Bernard Harguindeguy		$	300,000		$	300,000
Lauren Romer		$	300,000		$	320,000

(1)

As of December 31st of the applicable year.

Annual Cash Incentive Awards

The Compensation Committee believes that a significant portion of our NEOs’ cash compensation should be tied to our annual performance. Therefore, each of our NEOs is eligible to earn an annual cash incentive award under our annual incentive award program. The amount that may be earned is expressed as a percentage of the NEO’s base salary, with the actual amounts earned based on achievement of pre-established performance goals. The Compensation Committee believes that the achievement of these performance goals is critical to our success and will help drive increases in shareholder value.

Determination of 2021 Target Cash Incentive Award Opportunities

The Compensation Committee determines the target and maximum annual cash incentive award opportunities for each of our NEOs (or recommends such target and maximum opportunities to our Board, in the case of our CEO) on an annual basis taking into consideration the factors described above. The table below sets forth the target cash incentive award opportunity, as a percentage of annual base salary, for each of our NEOs for 2021.

Named Executive Officer	2021 Target Cash Incentive Award Opportunity
Andre Durand		100%
Raj Dani		65%
B. Kristian Nagel		80%
Bernard Harguindeguy		50%
Lauren Romer		50%

Determination of 2021 Performance Metrics

Bonus payouts are calculated based on the NEO’s target cash incentive award percentage and his or her eligible base salary earnings during the year. If an NEO’s bonus percentage is changed during the year, the bonus payouts are calculated on a pro-rata basis.

The Compensation Committee determines the performance metrics and the performance goals for our annual incentive award program on an annual basis, based on input from management, our annual operating plan, our technical roadmap, and performance projections provided by us to the financial investment community. Our performance goals are intended to be challenging, yet achievable, and to promote the achievement of short-term business objectives and while at the same time supporting our longer-term business objectives.

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For 2021, the Compensation Committee chose the following performance metrics for our annual incentive award program:

Performance Metric	Description	Weighting
ARR	Annualized value of all subscription contracts as of the end of the period	35%
uFCF	Net cash flow from operating activities, plus cash paid for interest, less purchases of property and equipment and capitalized software development costs	20%
SaaS ARR	The annualized value of all subscription contracts relating to software as a service as of the end of the period	15%
Channel Sourced ARR (Channel ARR)	The percentage of ARR sourced by the channel as of the end of the period	15%
Product Deliverables	Specified product deliverables	15%

The Compensation Committee believes that these metrics are key indicators of the strength and success of our business and are a strong measurable determinant of the Company’s overall success, with two of these metrics, ARR and uFCF, serving as primary guidance metrics provided by us to the financial investment community. The Compensation Committee believes that each of SaaS ARR, Channel ARR and the product deliverables selected for 2021 focused on the Company’s PingOne and PingOne Advanced Services products offerings, are critical for our future growth and success.

Determination of 2021 Performance Goals

The Compensation Committee approves specific performance goals with respect to each performance metric based on our annual operating plan, the directional trends of such guidance, and product development as compared to our technical product roadmap for the year. With respect to each performance metric, the Compensation Committee established target and, if applicable, threshold and maximum level performance goals. The table below summarizes the performance goals established by the Compensation Committee for 2021.

Performance Metric

Weighting
(at target)

Threshold Goal

Target Goal

Maximum Goal

ARR

35%

$295.5m

$297m

$302.3m

uFCF

20%

$7.0m

$9.0m

$11.0m

SaaS ARR

15%

23% of Total ARR

26% of Total ARR

N/A

Channel Sourced ARR

15%

$15.5m

$17.5m

N/A

Product Deliverables

15%

N/A

Three product deliverables

N/A

For the ARR and uFCF performance metrics, the threshold performance goals were set at the low-point of the ranges provided in our original external guidance and the target performance goals were set at the mid-point of such ranges. For the product deliverables performance metrics, the Compensation Committee selected:

•

Delivering PingOne MVL for customer and workforce use cases;

•

Delivering PingOne Advanced Services experience with automated deployment administration via MyPing;

•

Delivering a cloud trial experience that begins in MyPing and allows seamless evolution from basic to advanced use cases; and

•

Delivery of a unified administration portal for PingOne and PingOne Advanced Services.

Determination of 2021 Annual Bonus Payouts

The table below sets forth the bonus payout with respect to each performance metric upon achievement of the applicable level of performance goals compared to the target percentage (i.e., threshold performance

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for the ARR metric would result in a payout equal to 17.5% out of 35% for that metric). In the event of performance between threshold and target and target and maximum levels, payouts are determined based on straight-line interpolation.

Performance Metric	Weighting (at target)		Bonus Payout (Threshold Goal)		Bonus Payout (Target)		Bonus Payout (Maximum)
ARR		35%		17.5%		35%		70%
uFCF		20%		1%		20%		35%
SaaS ARR		15%		3.75%		15%		15%
Channel Sourced ARR		15%		3.75%		15%		15%
Product Deliverables		15%		N/A		15%		15%
Total		100%		26%		100%		150%

The Compensation Committee did not adjust any performance goals with respect to the annual incentive award program during 2021. In early 2022, the Compensation Committee determined the amounts payable under our 2021 annual incentive award program, as follows:

Performance Metric	Weighting (at target)		Actual Performance		Annual Award Earned
ARR		35%		312.7m		70%
uFCF		20%		21.0m		35%
SaaS ARR		15%	Above Target			15%
Channel ARR		15%		16.0m		6.3%
Product Deliverables		15%	Achieved			15%
TOTAL						141.3%

As a result, each of our NEOs received an annual cash incentive award for 2021 performance equal to 141.3% of his or her respective target annual incentive award. The Compensation Committee did not exercise any discretion to adjust, up or down, the amount of any NEO’s annual incentive award determined in accordance with the foregoing formula.

2022 Annual Cash Incentive Awards

For 2022, the Compensation Committee, based in part on input from Meridian and management, has approved a redesign of the cash incentive award program to more heavily emphasize Company financial performance, and to remove mid-year payouts for executives, which the Compensation Committee believes will better incentivize retention and financial performance, and align closer with the annual bonus programs of our peer group companies and in the market generally. Additionally, the re-designed cash incentive award program for 2022 aligns with our annual operating plan, focus on ARR and Net Retention Rate as metrics for Company valuation, and support for our diversity, equity and inclusion (DEI) initiatives across the Company.

Equity Incentive Awards

The Compensation Committee believes that in order to appropriately incentivize NEOs to create shareholder value, a significant portion of our NEOs’ compensation should be in the form of equity-based compensation. Our long-term incentive program is designed to promote stock ownership by our senior management, tie compensation realized to stock price performance, and encourage retention of key executives. Our long-term incentive program is a key tool in aligning NEO pay with value creation on behalf of shareholders.

Pre-IPO Stock Option Grants

Between 2016 and 2018 our NEOs were granted stock options. These options were to vest in part based on the NEO’s continued employment over a four-year period, and in part based on the realization of

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investment returns by Vista of $1.491 billion or more. The realized investment return had been nearly satisfied at $1.429 billion by the end of 2021. Based on the value of Vista’s remaining holdings, which if sold at current market values would exceed the investment return requirement, and the right to sell any or all remaining ownership stake being solely within Vista’s control, the Compensation Committee determined that Management had met the obligations under the plan to return the determined valuation. Therefore, in January 2022, the Compensation Committee deemed earned all stock options granted to our NEOs prior to our September 2019 IPO, effective as of March 31, 2022.

2021 Equity Grants

In 2021, the Compensation Committee approved the grant of restricted stock units (or RSUs) to each of our NEOs. The RSUs vest ratably over four years from the date of grant based on the NEO’s continued employment through each vesting date. The vesting of the RSUs may be accelerated under certain prescribed circumstances. Each RSU corresponds in value to a single share of our common stock. On each vesting date, the number of RSUs that vest will be distributed in an equivalent number of shares of our common stock.

The Compensation Committee granted RSUs to our NEOs because RSUs help to align the interests of our NEOs with those of our shareholders (because the value of the RSUs is tied to our share performance) and to encourage retention through time-based vesting.

The Compensation Committee set the target grant date equity value of the awards for each NEO based on the factors described above. The number of RSUs granted to each NEO was determined by dividing such grant date equity values by the average closing price of our common stock over the 30 trading days immediately preceding the RSU’s grant date. The grant date equity value of the 2021 RSUs granted to each of our NEOs is set forth below.

Named Executive Officer	2021 Grant Date Equity Award Value
Andre Durand		$	5,000,000
Raj Dani		$	2,400,000
B. Kristian Nagel		$	2,400,000
Bernard Harguindeguy		$	750,000
Lauren Romer		$	1,000,000

2022 Long-Term Incentive Program

In February 2022, based in part on input from Meridian, the Compensation Committee approved a change to the structure of our annual long-term incentive program for employees at the level of Vice President and above, including our NEOs, to include performance-vesting restricted stock units (“PSUs”), in addition to the time-based RSUs that we have historically granted. The Compensation Committee continues to believe that RSUs appropriately incentivize retention and align the interests of our executives with those of our shareholders. The Compensation Committee approved the change to our annual long-term incentive program to include PSUs because it believes that a portion of each NEO’s long-term compensation should be based on the achievement of long-term performance goals, which the Compensation Committee believes is consistent with market practice, further incentivizes long-term performance, and strengthens the alignment of our NEOs’ interests with those of our shareholders. As a result, starting with the 2022 annual equity grant, our long-term incentive program for our NEOs will include a PSU component.

Employee Benefits

We maintain a tax-qualified retirement plan that provides all of our full-time U.S. employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan, participants may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan subject to applicable annual limits under the Internal Revenue Code of 1986, as amended. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employee elective deferrals are 100% vested at all

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times. As a U.S. tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan and all contributions are deductible by us when made. Our NEOs participate in our 401(k) plan on the same basis as other eligible employees. We do not maintain any qualified or non-qualified defined benefit plans or supplemental executive retirement plans that cover our NEOs.

All of our full-time U.S. employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical and dental benefits, life insurance benefits, and short-term and long-term disability insurance. Our NEOs participate in these plans on the same basis as other eligible employees. We do not maintain any supplemental health or welfare plans for our NEOs.

Change in Control and Severance Benefits

We have entered into letter agreements with each of our NEOs, which provide for severance payments and benefits in connection with certain terminations of employment. In addition, the stock awards granted to our NEOs would vest in connection with a qualifying termination of employment following a change in control, and the outstanding option awards (both time-based and return-based) would vest in connection with the realization by Vista of its investment returns of $1.491 billion or more, in each case, subject to continued service through such time. These severance payments and benefits are more fully described below under “Potential Payments Upon Termination or Change in Control.”

Stock Ownership Guidelines

To further align their interests with those of our shareholders, in 2020 the Compensation Committee recommended, and our Board approved, stock ownership guidelines for our covered directors and executives. Under these guidelines, our NEOs and covered directors are required to acquire and maintain shares of our common stock having a value equal to the following multiples of their annual base salaries or annual cash retainers, as applicable, following the completion of a five-year phase-in period:

Position			Required Stock Ownership
Chief Executive Officer			5x annual base salary
Other Executive Officer			3x annual base salary
Covered Director(1)			3x annual cash retainer(2)

(1)

Non-employee directors who receive compensation for their services.

(2)

Excluding additional chair or lead director, committee, or committee chair retainers, if any.

As of December 31, 2021, all of our NEOs and covered directors were still in the phase-in period, but, nonetheless, all NEOs and covered directors satisfied these requirements.

Compensation Risk Assessment

The Compensation Committee regularly reviews our compensation policies and practices, including the risks created by our compensation plans, and has concluded that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Clawback Policy

We maintain a clawback policy that covers our executives, including all of our NEOs. Under the policy, in the event that we are required to prepare an accounting restatement, we may recover from any executive any incentive compensation erroneously paid or awarded in excess of what would have been paid under the accounting restatement.

Hedging Transactions

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including, for example, prepaid variable forwards, equity swaps, collars and exchange funds. Additionally, directors, officers and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Tax and Accounting Considerations

The Compensation Committee considers the tax and accounting consequences of compensation paid under our executive compensation program. However, the Compensation Committee believes that its primary responsibility is to maintain an executive compensation program that attracts, retains, and rewards our NEOs. Accordingly, the Compensation Committee has paid, and may continue to pay, in its discretion, compensation that is not fully deductible or is limited as to tax deductibility.

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COMPENSATION COMMITTEE REPORT

The Compensation and Nominating Committee has reviewed and discussed the “Compensation Discussion and Analysis” disclosure with management. Based on this review and discussion, the Compensation and Nominating Committee recommended to our Board that the “Compensation Discussion and Analysis” be included in this proxy statement distributed in connection with the Annual Meeting.

The Compensation and Nominating Committee:

Michael Fosnaugh (Chair)
David A. Breach
Lisa Hook
Martin Taylor
Diane Gherson

This report shall not be deemed soliciting material or to be filed with the SEC, or incorporated by reference in any document so filed, whether made before or after the date hereof, except to the extent we specifically request that it be treated as soliciting material or it is specifically incorporated by reference therein.

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Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs for 2021 and, if applicable, 2020 and 2019.

Name and Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total($)
Andre Durand(5) Chief Executive Officer		2021		435,000		—		4,439,290		614,655		8,700		5,497,645
		2020		435,000		—		4,746,342		163,614		8,550		5,353,506
		2019		414,583		53,660		—		211,938		8,400		688,581
Raj Dani Chief Financial Officer		2021		375,000		1,500		2,130,850		344,419		8,700		2,860,469
		2020		338,250		—		2,278,256		112,130		8,550		2,737,186
		2019		326,000		48,383		—		186,675		8,400		569,458
B. Kristian Nagel Chief Operating Officer		2021		375,000		1,500		2,130,850		423,900		29,592		2,960,842
		2020		356,250		—		2,278,256		145,350		56,609		2,836,465
		2019		350,000		52,657		—		206,985		47,105		656,747
Bernard Harguindeguy SVP of Special Projects; Former Chief Technology Officer		2021		300,000		1,500		665,904		211,950		8,700		1,188,054
		2020		300,090		—		711,951		76,523		8,550		1,097,114
		2019		300,000		29,850		—		117,450		8,400		455,700
Lauren Romer(6) Former Chief Legal Officer and Secretary		2021		315,000		—		887,858		222,547		8,700		1,434,105
Lauren Romer(6) Former Chief Legal Officer and Secretary		2020		281,250		—		711,951		71,719		8,550		1,073,470

(1)

Amounts represent discretionary cash bonus amounts earned by our NEOs in respect of certain performance and Company operational objectives, as well as with respect to tenure.

(2)

Amounts represent the grant date fair value of RSUs, granted to our NEOs as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs are set forth in Notes 2 and 12 to the consolidated financial statements included in our Annual Report on Form 10-K. See “Compensation Discussion and Analysis — Equity Incentive Awards” above for additional details. The amounts reported in this column reflect the accounting cost of the RSUs, as applicable, and do not correspond to the actual economic value that may be received by our NEOs in respect of the awards.

(3)

Amounts represent annual cash incentive awards earned by our NEOs under our annual incentive award program. See “Compensation Discussion and Analysis — Annual Cash Incentive Awards” above for additional details.

(4)

Included in the “All Other Compensation” column for 2021 were the following items: For all NEOs, Company 401(k) match, and, for Mr. Nagel, Covid relief payment ($500) and housing allowance ($20,392).

(5)

Mr. Durand serves on our Board, but is not paid additional compensation for such service.

(6)

No amounts are included for Ms. Romer for 2019 because she was not an NEO for 2019.

Grants of Plan-Based Awards Table

The following table sets forth information regarding plan-based awards made to each of our NEOs during 2021.

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	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						All Other Stock Awards: Number Of Shares of Stock or Units (#)(3)		Grant Date Fair Value of Stock Awards ($)(4)
Name	Grant Date		Threshold ($)(2)		Target ($)		Maximum ($)				Grant Date Fair Value of Stock Awards ($)(4)
Andre Durand		—		113,100		435,000		652,500		—		—
Andre Durand		04/01/2021				—		—		202,430		4,439,290
Raj Dani		—		63,375		243,750		365,625		—		—
Raj Dani		04/01/2021				—		—		97,166		2,130,850
B. Kristian Nagel		—		78,000		300,000		450,000		—		—
B. Kristian Nagel		04/01/2021				—		—		97,166		2,130,850
Bernard Harguindeguy		—		39,000		150,000		225,000		—		—
Bernard Harguindeguy		04/01/2021				—		—		30,365		665,904
Lauren Romer		—		40,950		157,500		236,250		—		—
Lauren Romer		04/01/2021				—		—		40,486		887,858

(1)

Amounts represent the threshold, target, and maximum annual cash incentive award opportunities by our NEOs under our annual incentive award program. Bonus payouts are calculated using the NEO’s bonus target percentage multiplied by their eligible base earnings in the calculation period. See “Compensation Discussion and Analysis — Annual Cash Incentive Awards” above for additional details. The actual amounts paid to our NEOs under our annual incentive award program for 2021 are set forth in the Non-Equity Incentive Plan Compensation of the Summary Compensation Table above.

(2)

The amounts reported in the threshold column were calculated assuming threshold level achievement of all performance goals, which would result in a bonus payout of 26% of the NEO’s target annual bonus.

(3)

Amounts represent the number of RSUs granted to our NEOs in 2021. See “Compensation Discussion and Analysis — Equity Incentive Awards” above for additional details.

(4)

Amounts represent the grant date fair value of RSUs granted to our NEOs in 2021, as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs are set forth in Notes 2 and 12 to the consolidated financial statements included in our Annual Report on Form 10-K. See “Compensation Discussion and Analysis — Equity Incentive Awards” above for additional details. The amounts reported in this column reflect the accounting cost of the RSUs and do not correspond to the actual economic value that may be received by our NEOs in respect of the awards.

TABLE OF CONTENTS

Outstanding Equity Awards at 2021 Fiscal Year-End

The following table shows the number of unvested equity awards held by our NEOs as of December 31, 2021.

Option Awards

Stock Awards

Named Executive Officer

Grant Date

Vesting
Commencement
Date

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(2)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(3)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(4)

Andre Durand

06/30/2016

806,610

—

453,390

7.85

06/29/2026

—

09/25/2017

09/30/2017

110,500

SEC Form DEF 14A filed by Ping Identity Holding Corp.