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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 Pursuant to §240.14a-11(c) or §240.14a-2

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SERVICESOURCE INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
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Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Dear Fellow Stockholders:
You are cordially invited to join us for our 2020 annual meeting of stockholders, which will be held on May 14, 2020, at 3:00 p.m. Mountain Time. In light of public health concerns regarding the coronavirus (COVID-19) outbreak, the annual meeting will be held in a virtual format only. Holders of record of our common stock as of March 19, 2020 are entitled to notice of, and to vote at, the 2020 annual meeting.
The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted at the meeting and instructions on how to register to attend the meeting. We may also report on matters of current interest to our stockholders at that meeting.
We are pleased to be furnishing these materials to our stockholders via the internet. We believe this approach provides you with the information that you need while expediting your receipt of these materials, lowering our costs of delivery, and reducing the environmental impact of our annual meeting. If you would like us to send you printed copies of our proxy statement and accompanying materials, we will be happy to do so at no charge upon your request. For more information, please refer to the Notice of Internet Availability of Proxy Materials that we are mailing to you on or about April 1, 2020.
You are welcome to virtually attend the meeting. However, even if you plan to participate virtually, please vote your shares promptly and prior to the meeting to ensure they are represented at the meeting. You may submit your proxy by internet or telephone, as described in the following materials, or, if you request printed copies of these materials, by completing and signing the proxy or voting instruction card enclosed therein and returning it in the envelope provided. If you decide to participate in the meeting and wish to change your proxy, you may do so automatically by voting at the meeting, provided you follow the instructions on how to register to attend the meeting.
If your shares are held in the name of a broker, bank, trust or other nominee, you may be asked for proof of ownership of these shares to register to virtually participate in the meeting.
We thank you for your support.
Sincerely,
 
 
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Gary B. Moore
Chief Executive Officer and Chairman


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NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
  
DATE:May 14, 2020
TIME:3:00 p.m., Mountain Time
PLACE:
Annual meeting to be held live via the internet – please visit www.proxydocs.com/SREV for more details. To attend the annual meeting, you must register in advance at www.proxydocs.com/SREV prior to the deadline of May 7, 2020 at 5:00 p.m. Mountain Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and you will have the ability to submit questions. Please be sure to follow the instructions found on your proxy card and/or voting instruction card and subsequent instructions that will be delivered to you via email.
RECORD DATE:March 19, 2020

ITEMS OF BUSINESS:
1.To elect the eight nominees for director as listed in this proxy statement;
2.To authorize our board of directors, in its discretion, to amend our certificate of incorporation to effect a reverse stock split of our common stock in a ratio of not less than one-for-five and not more than one-for-ten, to be determined by the board of directors;
3.To approve our 2020 Equity Incentive Plan;
4.To approve, on an advisory basis, our 2019 executive compensation; and
5.To ratify the appointment of Ernst & Young LLP as our independent auditor for fiscal 2020.
We also will transact any other business that may properly come before the meeting or at any adjournments thereof. We are not aware of any other business to come before the meeting at this time.
Only stockholders of record at the close of business on March 19, 2020, or their valid proxies, are entitled to participate in and vote at the meeting and any and all adjournments or postponements of the meeting.
Your vote is important. Whether or not you plan to attend the annual meeting, we encourage you read the proxy statement and to vote as promptly as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “How to Vote” beginning on page 1 of the proxy statement.
By order of the board of directors,
 
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Gary B. Moore
Chief Executive Officer and Chairman
Denver, Colorado
April [●], 2020
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2020: THIS PROXY STATEMENT AND SERVICESOURCE’S 2019 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT IR.SERVICESOURCE.COM. ADDITIONALLY, AND IN ACCORDANCE WITH RULES OF THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”), YOU MAY ACCESS THESE MATERIALS AT WWW.PROXYDOCS.COM/SREV.


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Proxy Statement
We are providing these proxy materials in connection with the solicitation by our board of directors of proxies to be voted at our 2020 annual meeting of stockholders, which will take place virtually on Thursday, May 14, 2020 at 3:00 p.m. As a stockholder, you are invited to attend the annual meeting and are requested to vote on the items of business described in this proxy statement. To attend the annual meeting, you must register in advance at www.proxydocs.com/SREV prior to the deadline of May 7, 2020 at 5:00 p.m. Mountain Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and you will have the ability to submit questions. Please be sure to follow the instructions found on your proxy card and/or voting instruction card and subsequent instructions that will be delivered to you via email.
This proxy statement and the accompanying proxy card, notice of annual meeting and voting instructions are being distributed and made available on or about April 1, 2020 to all stockholders of record entitled to vote at the annual meeting.
How To Vote
Even if you plan to attend the annual meeting, please vote as promptly as possible using one of the following voting methods. Make sure you have your proxy/voting instruction card in hand and follow the instructions. You can vote in advance in one of the following three ways – and in each case, votes must be received prior to when the polls are closed during the annual meeting:
 
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VIA THE INTERNET  BY TELEPHONE  BY MAIL
Visit the website listed on your notice or proxy/voting instruction card and follow the instructions
  Call the telephone number listed on your notice or proxy/voting instruction card and follow the instructions  Sign, date and return your proxy/voting instruction card in the enclosed envelope – if you did not receive one, you may request one by following the instructions in your notice


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Proxy Summary
This summary highlights information generally contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.
Date, Time and Place of Meeting
 
Date:May 14, 2020
Time:3:00 p.m., Mountain Time
Place:Annual meeting to be held live via the internet – please visit www.proxydocs.com/SREV for more details.
  
Record Date:  Stockholders of record as of the close of business on March 19, 2020 are entitled to attend, and to vote at, the annual meeting.
  
Admission
Requirements:
  To attend the annual meeting, you must register in advance at www.proxydocs.com/SREV prior to the deadline of May 7, 2020 at 5:00 p.m. Mountain Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and you will have the ability to submit questions. Please be sure to follow the instructions found on your proxy card and/or voting instruction card and subsequent instructions that will be delivered to you via email.

Voting Matters and Board Recommendations
The following proposals will be considered at the annual meeting:
    
Board
Recommendation
  
Page
 Proposal 1
    
FOR each nominee
  
 Proposal 2
    FOR  
 Proposal 3
FOR
 Proposal 4
    FOR  
 Proposal 5
    FOR  
Other Matters
The management and board of directors of the Company know of no other matters to be brought before the meeting. If other matters are properly presented to the stockholders for action at the meeting or any adjournments or postponements thereof, it is the intention of the proxy holders named in this proxy to vote in their discretion on all matters on which the shares of common stock represented by such proxy are entitled to vote. The entire cost of this solicitation of proxies will be borne by the Company, including expenses incurred in connection with preparing, assembling and mailing the Notice. The Company may reimburse brokers or persons holding stock in their names or in the names of their nominees for their expenses in sending the proxy materials to beneficial owners who request paper copies. Certain officers, directors and regular employees of the Company, who will receive no extra compensation for their services, may solicit proxies by mail, telephone, facsimile, email or personally.

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Corporate Governance Practices at a Glance
 
Annual Election of Directors
 ✓Board Role in Risk Oversight
Majority Voting with Resignation in Non-Contested Elections
Stock Ownership Guidelines for Named Executive Officers and Directors
Independent Directors Meet in Executive Session without Management Present
Anti-Hedging and Pledging Policy
Code of Conduct for Directors, Officers and Employees
Executive Compensation Pay for Performance Metrics
Clawback PolicySay on Pay Engagement and Responsiveness
Board of Directors Overview
The members of our board of directors as of March 12, 2020 are:
Board Member*Independent
Director Since
Committees
Robert G. Ashe*2013
Andrew M. Baker2020Audit, Nominating and Corporate Governance
Bruce W. Dunlevie*2004
John R. Ferron2019Audit (Chair), Compensation
John R. Harris**2019Compensation
Thomas F. Mendoza*2011
John A. Meyer 2020Nominating and Corporate Governance (Chair), Audit
Gary B. Moore***2016
Jane Okun Bomba 2020Compensation (Chair), Audit
Robin L. Smith 2020Nominating and Corporate Governance
Richard G. Walker
2017
 
* Messrs. Ashe, Dunlevie and Mendoza have not been nominated for re-election at the annual meeting.
** Lead independent director.
*** Chairman of the board of directors.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Role and Composition of the Board
As of March 12, 2020, our board of directors is composed of eleven members. Upon the recommendation of our nominating and corporate governance committee, we are nominating Andrew M. Baker, John R. Ferron, John R. Harris, John A. Meyer, Gary B. Moore, Jane Okun Bomba, Robin L. Smith, and Richard G. Walker for re-election to our board of directors. If re-elected Ms. Okun Bomba, Dr. Smith, and Messrs. Baker, Ferron, Harris, Meyer, Moore, and Walker will each hold office for a one (1) year term until our annual meeting of stockholders to be held in 2021.
Each director’s term continues until the election and qualification of his successor, or his earlier death, resignation or removal. Our board of directors is responsible for, among other things, overseeing the conduct of our business, reviewing and, where appropriate, approving our long-term strategic, financial and organizational goals and plans, and reviewing the performance of our Chief Executive Officer and other members of senior management.

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Board Leadership Structure
Chairperson of the Board
Our board of directors currently has no established policy on whether the roles of Chief Executive Officer and Chairperson of the board of directors should be separated. Our board of directors believes that it is most appropriate to make that determination based on the Company’s circumstances. In December 2018, in connection with Mr. Moore’s appointment as our Chief Executive Officer, our board of directors determined that the most effective leadership model for the Company is for Mr. Moore to serve as both Chairman and Chief Executive Officer. The board of directors believes its current structure is functioning effectively. The board of directors does not believe that introducing a separate Chairman at this time would provide appreciably better direction for the Company.
Lead Independent Director
Mr. Harris is our lead independent director. As our lead independent director, he is responsible for helping to set the agendas for board meetings, coordinating the activities of the independent directors and presiding over board meetings if the chairperson is absent. In addition, the lead independent director presides over executive sessions without the presence of the non-independent directors or members of the Company’s management from time to time as deemed necessary or appropriate. The role given to the lead independent director helps ensure a strong, independent and active board of directors.
Director Independence and Tenure
Under the rules of the Nasdaq Stock Market LLC (“Nasdaq”), where our common stock trades, independent directors must constitute a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, or be an affiliated person of the listed company or any of its subsidiaries.
Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of the following non-employee directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq: Ms. Okun Bomba, Dr. Smith, and Messrs. Baker, Ferron, Harris, Meyer, Moore, and Walker. Our board of directors also determined each of the members of our audit committee, our compensation committee, and our nominating and corporate governance committee satisfy the independence standards for those committees established by the applicable rules and regulations of the SEC and Nasdaq.
In making these determinations, our board of directors considered the relationships that each non-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

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The independence and tenure of our nominees for director at the annual meeting are as follows:
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Board’s Role in Risk Oversight
Our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. Our senior management is responsible for assessing and managing our risks on a day-to-day basis.
Our audit committee oversees and reviews with management our policies with respect to risk assessment and risk management and our significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures.
Our nominating and corporate governance committee reviews and recommends corporate governance policies and practices to reduce the risk of wrongdoing and to promote good corporate governance.
Our compensation committee reviews our executive and non-executive compensation programs and practices to design compensation not to encourage unnecessary or excessive risk-taking.
Each of our committees reports to the full board of directors with respect to these matters, among others.
At periodic meetings of the board of directors and its committees and in other meetings and discussions, management reports to and seeks guidance from the board of directors and its committees with respect to the most significant risks that could affect our business, such as legal, compliance, financial, tax and audit related risks. In addition, among other matters, management provides our audit committee periodic reports on our compliance programs and efforts.
Board Committees
Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The composition, as of March 12, 2020, and primary responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.


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Committee Composition
The composition of the committees of our board of directors as of March 5, 2020 is as follows:
 Committee
Board Member
Audit
  Compensation
Nominating and Corporate Governance
Robert G. Ashe*(1)
Andrew M. Baker*MM
Bruce W. Dunlevie*
John R. Ferron*(1)(2)
CM
John R. Harris*(1)
M
John A. Meyer*(1)
MC
Thomas F. Mendoza*
Gary B. Moore
Jane Okun Bomba*(1)
MC
Robin L. Smith*M
Richard G. Walker
Total Number of Meetings during 2019863

*Independent Director
MMember
CChair
(1)
 Financially sophisticated under Nasdaq rules.
(2)
Audit committee financial expert as defined under SEC regulations.

During fiscal 2019, Messrs. Ashe, Ferron, Harris and Madhu Ranganathan served on our audit committee, Messrs. Dunlevie and Mendoza served on our compensation committee, and Messrs. Ashe and Mendoza, and Ms. Ranganathan served on our nominating and corporate governance committee.

Audit Committee
Our audit committee oversees our corporate accounting and financial reporting processes and each committee member meets the financial literacy requirements under applicable rules and regulations of the SEC and Nasdaq.
 
Our audit committee operates under a written charter approved by our board of directors. The charter is available on our website at www.servicesource.com in the Corporate Governance section of our investor relations webpage.
Members (all independent)*
John R. Ferron (Chair)
Andrew M. Baker
John A. Meyer
Jane Okun Bomba
* Each of our audit committee members is “financially sophisticated” under Nasdaq rules. Mr. Ferron is our audit committee financial expert under SEC rules.
Our audit committee is responsible for, among other things:
evaluating our independent registered public accounting firm’s qualifications, independence and performance and approving the audit and non-audit services performed by our independent auditors;
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
reviewing the adequacy and effectiveness of our internal control policies and procedures;
discussing the scope and results of the audit with the independent registered public accounting firm and reviewing our interim and year-end operating results with management and the independent auditors;
preparing the audit committee report that the SEC requires in our annual proxy statement; and
reviewing annually the audit committee charter and the committee’s performance.
 

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Compensation Committee
Our compensation committee reviews and recommends policies relating to the compensation and benefits of our officers and employees and each committee member meets the definition of outside directors under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and also qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

Our compensation committee operates under a written charter approved by the board of directors. The charter is available on our website at www.servicesource.com in the Corporate Governance section of our investor relations webpage.
Members (all independent)
Jane Okun Bomba (Chair)
John R. Ferron
John R. Harris
Our compensation committee is responsible for, among other things:
overseeing our compensation policies, plans and benefit programs, including the approval of stock grants;
reviewing and approving for our executive officers: the annual base salary, the annual incentive bonus, including the specific goals and amount, equity compensation, employment agreements, severance arrangements and change of control arrangements and any other benefits, compensation or arrangements;
preparing the compensation committee report that the SEC requires to be included in our annual proxy statement;
administering, reviewing and making recommendations with respect to our equity compensation plans; and
reviewing annually the compensation committee charter and the committee’s performance.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors.
 
Our nominating and corporate governance committee operates under a written charter approved by the board of directors. The charter is available on our website at www.servicesource.com in the Corporate Governance section of our investor relations webpage.
Members (all independent)
John A. Meyer (Chair)
Andrew M. Baker
Robin L. Smith
Our nominating and corporate governance committee is responsible for, among other things:
evaluating and making recommendations regarding the organization and governance of our board of directors and its committees;
establishing procedures for the submission of candidates for election to our board of directors (including recommendations by stockholders of the Company);
establishing procedures for identifying and evaluating nominees for director;
creating a succession plan in the event of key executive departures;
assessing the performance of members of our board of directors and making recommendations regarding committee and chair assignments; and
recommending desired qualifications for board membership and conducting searches for potential board members.

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2019 Board Meetings
During 2019, our board of directors met eight times. Each of our incumbent directors attended or participated in at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the time he or she was a member of such committee in 2019.
Executive Sessions of Independent Directors
Independent members of our board of directors convene executive sessions without the presence of our non-independent directors or members of the Company’s management from time to time as deemed necessary or appropriate. Messrs. Moore and Walker, as executive officers of the Company, do not attend these executive sessions.
Compensation Committee Interlocks and Insider Participation
Messrs. Dunlevie and Mendoza served as members of our compensation committee during 2019. The current members of our compensation committee are Ms. Okun Bomba, and Messrs. Ferron and Harris. None of the members of our compensation committee is, or was during 2019, an officer or employee of ours. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.
Code of Business Conduct and Ethics
We are committed to the highest standards of integrity and ethics in the way we conduct our business. Accordingly, we adopted a Code of Business Conduct and Ethics that applies to our board of directors, officers and employees, including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other executive and senior financial officers. Our Code of Business Conduct and Ethics establishes our policies and expectations with respect to a wide range of business conduct, including preparation and maintenance of financial and accounting information, compliance with laws and conflicts of interest.
Under our Code of Business Conduct and Ethics, each of our employees, officers and directors is required to report suspected or actual violations to the extent permitted by law. In addition, we have adopted separate procedures concerning the receipt and investigation of complaints relating to accounting or audit matters. These procedures have been adopted and are administered by our audit committee.
Our Code of Business Conduct and Ethics is available on our website at www.servicesource.com in the Corporate Governance section of our investor relations webpage. We will disclose on our website any amendments to the Code of Business Conduct and Ethics, as well as any waivers of the Code of Business Conduct and Ethics, that are required to be disclosed by the SEC or Nasdaq rules.

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Considerations in Identifying and Evaluating Director Nominees
In its evaluation of director candidates, including the members of the board of directors eligible for re-election, our nominating and corporate governance committee will consider the following:
the current size and composition of our board of directors and the needs of the board of directors and its respective committees;
factors such as character, integrity, judgment, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business and other commitments and the like, without assigning any particular weighting or priority to any of these factors;
diversity of skills, backgrounds, experience, age, gender, sexual orientation and identification, cultural and ethnic composition of the board of directors and the candidate, and historically under-represented groups that are most appropriate to the Company’s long-term business needs; and
other factors that our nominating and corporate governance committee may consider appropriate.
Our nominating and corporate governance committee requires the following minimum qualifications to be satisfied by any nominee for a position on the board of directors:
the highest personal and professional ethics and integrity;
proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;
skills that are complementary to those of the existing board of directors;
the ability to assist and support management and make significant contributions to our success; and
an understanding of the fiduciary responsibilities that are required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.
If our nominating and corporate governance committee determines that an additional or replacement director is required, the nominating and corporate governance committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating and corporate governance committee, board of directors or management.  
Process for Recommending Candidates to the Board of Directors
Our nominating and corporate governance committee is responsible for, among other things, determining the criteria for membership to our board of directors and recommending candidates for election to the board of directors.
It is our nominating and corporate governance committee’s policy to consider candidates recommended by such stockholders in the same manner as candidates recommended to the committee from other sources. See “Stockholder Proposals – Director Candidate Recommendations and Director Candidate Nominations.”
Director Attendance at Annual Meetings
Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, directors to attend. The 2019 annual meeting of Stockholders was attended by Messrs. Moore and Walker.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS
Under our current program, our non-employee directors receive the following compensation for board service:
Non-employee directors
$40,000 annual cash retainer
$150,000 annual equity retainer(1)
Lead independent director
Audit committee$20,000 annual chairmanship retainer $10,000 annual membership retainer
Compensation committee$10,000 annual chairmanship retainer
$5,000 annual membership retainer
Nominating and governance committee$5,000 annual chairmanship retainer
$3,000 annual membership retainer
(1) Granted in the form of restricted stock units ("RSUs") calculated by dividing the dollar value by the average closing price of the Company's common stock on the Nasdaq market for the 20 trading days ending on the Friday prior to the grant date, not to exceed 100,000 RSUs. The annual grant vests in full on the first anniversary of the grant date.
In January 2019, pursuant to our then-current non-employee director compensation program, we granted 75,000 RSUs and 25,000 stock options to purchase our common stock to Mr. Ferron upon his appointment to the board of directors. These grants vest over two years in two equal annual installments from the grant date.
In June 2019, pursuant to our then-current non-employee director compensation program, we granted 50,000 RSUs to two of our then non-employee directors (Mr. Ferron and Ms. Ranganathan). Mr. Ferron's grant vests on the earlier of (i) the date of our 2020 annual meeting of stockholders, or (ii) June 3, 2020, and was calculated based on $50,000 in value using our 90-day average share price prior to the 2019 annual meeting. Ms. Ranganathan resigned from our board of directors in July 2019 and as a result, her unvested RSUs were forfeited.
Messrs. Ashe, Dunlevie, and Mendoza declined the annual grant for non-employee directors in 2019. In addition, Mr. Dunlevie declined all compensation from May 14, 2019 onward.
In July 2019, pursuant to our then-current non-employee director compensation program, we granted 75,000 RSUs and 25,000 stock options to purchase our common stock to Mr. Harris upon his appointment to the board of directors. These grants vest over two years in two equal annual installments from the grant date.
The 2011 Equity Incentive Plan provides that in the event we merge with or into another corporation or undergo a change of control, as defined in the 2011 Equity Incentive Plan, the successor corporation or its parent or subsidiary may assume or substitute an equivalent award for each outstanding award under the 2011 Equity Incentive Plan. If there is no assumption or substitution of the outstanding award, or if the director is terminated or asked to resign by the successor corporation, then all outstanding but unvested awards will become fully vested and exercisable. If our 2020 Plan (as defined in Proposal 3 below) is approved at the annual meeting, the change of control provisions contained in the 2020 Plan will govern any awards made under that plan.


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2019 Director Compensation
The following table sets forth information regarding compensation paid or accrued for services rendered to us by our non-employee directors during the year ended December 31, 2019:
Name
Fees Earned or Paid in Cash
Stock Awards(1)
 Total
Robert G. Ashe$47,500  $—  
(2)  
$47,500  
Bruce W. Dunlevie$17,403  $—  
(2)  
$17,403  
John R. Ferron$39,522  $140,400  
(3)(4)
$179,922  
John R. Harris$18,037  $80,995  
(5)
$99,032  
Thomas F. Mendoza$45,000  $—  
(2)  
$45,000  
Christopher M. Carrington
$7,389  $—  
(6)
$7,389  
Madhu Ranganathan$26,678  $51,500  
(4)(7)
$78,178  

(1)
The amount in this column reflects the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Codification 718, ("FASB ASC Topic 718"). The amount does not necessarily correspond to the actual value recognized by the non-employee director. The assumptions used for calculating the grant date fair value are consistent with the valuation methodologies specified in the notes to our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2019.
(2)
Messrs. Ashe, Dunlevie, and Mendoza declined the annual non-employee director grant.
(3)
Includes awards of RSUs and stock options to purchase our common stock granted January 22, 2019, vesting in two equal annual installments commencing on January 22, 2020 provided that Mr. Ferron continues to serve on our board of directors as of such vesting dates.
(4)
Includes an RSU award made on June 3, 2019 vesting on the earlier of (i) the date of the 2020 annual meeting of stockholders, or (ii) June 3, 2020, provided the applicable director continues to serve on our board of directors as of such vesting dates.
(5)
This amount represents awards of RSUs and stock options to purchase our common stock granted July 8, 2019, vesting in two equal annual installments beginning on July 8, 2020, provided Mr. Harris continues to serve on our board of directors as of such vesting dates.
(6)
Mr. Carrington was not nominated for re-election to our board of directors at the 2019 annual meeting, and as a result, was not issued an RSU award and all unvested RSUs were forfeited.
(7)
Ms. Ranganathan resigned from our board of directors in July 2019 and as a result, her unvested RSUs were forfeited.

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The aggregate number of shares subject to outstanding stock options and RSUs as of December 31, 2019 for each non-employee director was as follows:
Name
Aggregate Number of Stock Options Outstanding as of December 31, 2019
 
Aggregate Number of Stock Awards Outstanding as of December 31, 2019
 
Robert G. Ashe75,000  
(1)
—  
Bruce W. Dunlevie—  —  
John R. Ferron25,000  
(2)
125,000  
(4)
John R. Harris25,000  
(3)
75,000  
(3)
Thomas F. Mendoza—  —  
Christopher M. Carrington
—  —  
Madhu Ranganathan—  —  
 
(1)
Stock options have a strike price of $6.73 and are fully vested and immediately exercisable.
(2)
The award vests in two equal annual installments commencing January 22, 2020, provided Mr. Ferron continues to serve on our board of directors as of such vesting dates.
(3)
The award vests in two equal annual installments commencing July 8, 2020, provided Mr. Harris continues to serve as board of directors as of the vesting dates.
(4)
Consists of 75,000 RSUs that vest in two equal annual installments commencing January 22, 2020 and 50,000 RSUs that vest on the earlier of (i) the date of our 2020 annual meeting of stockholders, or (ii) June 3, 2020. Both grants vest provided that Mr. Ferron continues to serve on our board of directors as of such vesting dates.

 PROPOSAL NUMBER 1 Election of Directors
Board Structure
Our board of directors is currently composed of eleven members, who serve one-year terms.
Our bylaws provide for a majority voting standard for the election of directors in uncontested elections. In order for a nominee to be elected in an uncontested election, the number of votes cast “for” such nominee’s election must exceed the number of votes cast “against” that nominee. Broker non-votes and abstentions will have no effect on the outcome of the election.
Our majority voting standard includes a policy that if a director nominee does not receive majority support of the votes cast, his or her resignation will be automatically submitted to the board of directors for their consideration. The board of directors may then, in its discretion, determine whether to accept or reject such resignation.
Information Regarding our Directors
Our nominating and corporate governance committee recommended, and our board of directors nominated, Ms. Okun Bomba, Dr. Smith, and Messrs. Baker, Ferron, Harris, Meyer, Moore, and Walker as nominees for election as directors at the 2020 annual meeting to hold office for a one-year term until our annual meeting of stockholders to be held in 2021.
Ms. Okun Bomba, Dr. Smith, and Messrs. Baker, Ferron, Harris, Meyer, Moore, and Walker have agreed to serve if elected, and management has no reason to believe that any of the nominees will be unavailable to serve. In the event one of the nominees is unable or declines to serve as a director at the time of the 2020 annual meeting, proxies will be voted for any nominee who may be proposed by the nominating and corporate governance committee and designated by the present board of directors to fill the vacancy.


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The following table sets forth the names, ages and positions of our director nominees as of March 5, 2020:
Andrew M. Baker
Independent Director
 
Director, ServiceSource International, Inc.
 
Age: 64
 
Director since 2020
 
Audit Committee

Nominating and Corporate Governance Committee
Andrew M. Baker has served as a member of our board of directors since February 2020. Mr. Baker is the immediate past Managing Partner of Baker Botts, an Am Law 100 law firm with operations in 14 cities across the United States, Europe, the Middle East and Asia Pacific, a role he held from April 2012 until April 2019. Mr. Baker retired from Baker Botts at the end of 2019 pursuant to the firm's mandatory retirement policy. Prior to leading Baker Botts, Mr. Baker was a practicing attorney for 33 years, working closely with a number of Fortune 100 companies as a strategic and trusted advisor. He worked closely with, helped build consensus among, or negotiated with, boards, investors and counter parties, and as a result enjoyed a broad portfolio of clients. Since April 2019, he has served the board of directors of private equity-backed McLarens, a global loss adjusting company. Mr. Baker received his Bachelor of Arts degree from State University of New York at Albany and his Juris Doctor degree from Cornell Law School.

Board Skills and Qualifications
We believe that Mr. Baker possesses several unique attributes that qualify him to serve on our board of directors, including his experience of successfully running a complex business operating around the globe, his background in law, mergers and acquisitions, and significant experience in the technology, and professional service sectors. His experience as global Managing Partner of an AM Law 100 firm contribute to the board of directors’ determination that he is financially sophisticated under Nasdaq rules, which qualifies Mr. Baker to serve as a member of our audit committee.


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John R. Ferron
Independent Director
 
Director, ServiceSource International, Inc.
 
Age: 55
 
Director since 2019
 
Audit Committee (Chair)

Compensation Committee
John R. Ferron joined our board of directors in January 2019. He is an executive leader, board member, and operating advisor with more than 30 years of experience in the technology industry, including IT and security-related infrastructure software, semiconductors, computing and storage, and video conferencing. Mr. Ferron served as Chief Executive Officer and board member of Resolve Systems, an enterprise-wide automation and orchestration platform for IT, network and security incident resolution and a portfolio company of Insight Venture Partners, from July 2018 to January 2020. Previous to Resolve Systems, Mr. Ferron spent more than a decade as an operating advisor with Clearlake Capital Group, L.P., a leading private investment firm, where he served as an executive for several Clearlake portfolio companies, including serving from February 2017 to June 2018 as Executive Chairman at Ivanti, an IT service management software vendor formed by the $1.6 billion merger of LANDesk and Heat Software, where Ferron served as Chief Executive Officer from January 2016 to February 2018. Mr. Ferron also served from October 2014 to January 2016 as President and Chief Executive Officer at NetMotion Software, a Clearlake mobile performance management software vendor that was sold to Carlyle Group in 2016. From April 2008 to September 2014, he served as President and Chief Executive Officer of Purple Communications, a leading technology-enabled professional interpreting and communication assistance services provider formed by the merger of five companies under Mr. Ferron’s leadership. Earlier in his career, he spent more than 15 years in senior finance leadership roles at companies including Kinetics Holding Corporation, Compaq Computer, and Science Applications International Corporation. In addition to ServiceSource, Mr. Ferron also serves on the board of directors for Resolve Systems, Ivanti, and Provation Medical. He holds a Master of Science in Tax and Financial Planning from San Diego State University and a Bachelor of Science in Business Management from Northern Arizona University.

Board Skills and Qualifications
We believe that Mr. Ferron possesses specific attributes that qualify him to serve as a member of our board of directors. In particular, Mr. Ferron has experience as Chief Executive Officer, and he has extensive experience running technology service companies on behalf of Clearlake Capital Group. Mr. Ferron also has experience in mergers and acquisitions at several other technology companies and served as a private company Chief Financial Officer, which experiences contribute to the board of directors’ determination that he is our audit committee financial expert under SEC rules.


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John R. Harris
Lead Independent Director

Director, ServiceSource International, Inc.

Age: 71

Director since 2019

Compensation Committee
John R. Harris joined the ServiceSource Board in July 2019 and has been our Lead Independent Director since December 2019. He is a veteran investor, advisor and operator in the information technology and business process outsourcing industries with more than 35 years of experience in Chief Executive Officer and senior executive positions. Since January 2006, Mr. Harris has served on the board of directors of The Hackett Group, Inc. (Nasdaq: HCKT). From February 2006 to October 2009, he served as the President and Chief Executive Officer of eTelecare Global Solutions, a global provider of outsourced customer care services. From December 2003 to January 2005, Mr. Harris served as Chief Executive Officer of Seven Worldwide Inc., a digital content management company. Additionally, he has served as Chief Executive Officer and President of Delinea Corporation, Chief Executive Officer and President of Exolink, and Chairman and Chief Executive Officer of Ztango. Earlier in his career, Mr. Harris spent twenty-five years with Electronic Data Systems (EDS), during which he held a variety of executive leadership positions including Group Executive and President of EDS’ four strategic business units serving the telecommunications and media industries. In addition to ServiceSource, he also serves on the board of Mobivity Holdings Corp. (OTCQB: MFON). Mr. Harris holds a Master of Business Administration and a Bachelor of Business Administration from the University of West Georgia and is on the Board of Advisors to the Richardson School of Business.

Board Skills and Qualifications
We believe that Mr. Harris possesses unique attributes that qualify him to serve on our board of directors and as our Lead Independent Director, including his experience as Chief Executive Officer and in senior executive positions in the information technology industry and the outsourced customer care space. His experience as Chief Executive Officer of multiple companies and roles in strategic leadership qualify him for a leadership role as well as service on our board of directors.
John A. Meyer
Independent Director

Director, ServiceSource International, Inc.

Age: 63

Director since 2020

Compensation Committee

Audit Committee

Nominating and Corporate Governance Committee (Chair)
John A. Meyer has served as a member of our board of directors since February 2020. Mr. Meyer was the Executive Chairman of Arise Virtual Solutions Inc., until its successful exit to Warburg Pincus in December 2019. Arise Virtual Solutions is a leading virtual solutions company, which Mr. Meyer joined as Chief Executive Officer in August 2011 to drive the organization’s growth, set the strategic vision and manage the global operations of the business. During his tenure there, Arise doubled in size and profitability. In 2013, he was selected as mid-market Chief Executive Officer of the year by CEO Connections. Prior to joining Arise in 2011, Mr. Meyer served as Chief Executive Officer and President of Acxiom Corporation (Nasdaq: ACXM), a $1.1 billion global interactive marketing services company with more than 6,500 employees. He also served as President of the Global Services group of Alcatel-Lucent (NYSE: ALU) for five years, where he was responsible for more than $6 billion in annual revenue and the management of more than 20,000 people. Prior to joining Lucent, Mr. Meyer spent almost 20 years in a number of high-profile positions at Electronic Data Systems (EDS), including Chairman of the Europe, Middle East and Africa (EMEA) Operating Team, President of the Financial Services/Credit Services Divisions, and Chief Information Officer for the company’s GMAC business. His experience at EDS was marked by numerous successes, including doubling revenue in EMEA from $3.6 billion to $7.2 billion in four years. Before entering the business world, Mr. Meyer served as an intercontinental ballistic missile flight commander and was selected as a captain in the U.S. Air Force. Mr. Meyer holds a Bachelor of Science in management from Pennsylvania State University and an Master in Business Administration in Quantitative Methods with honors from the University of Missouri.

Board Skills and Qualifications
We believe that Mr. Meyer possesses specific attributes that qualify him to serve on our board of directors. In particular, he is financially sophisticated, and has over 30 years of multi-industry strategic leadership experience with large publicly traded organizations and building high growth organizations in both the United States and internationally.

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Gary B. Moore
Chairman and Chief Executive Officer, ServiceSource International, Inc.
 
Age: 70
 
Director since 2016
Gary B. Moore has served as our Chief Executive Officer since December 2018, as the Executive Chairman of our board of directors since November 2018, and as a member of our board of directors since November 2016. He served from October 2012 to June 2015 as President and Chief Operating Officer of Cisco Systems, Inc., a global leader in networking and connectivity with more than $49 billion revenue and over 70,000 employees across more than 400 offices worldwide. Prior to his promotion to this role, Moore was named the first Chief Operating Officer in Cisco’s history in 2011, and joined Cisco in 2001 as Senior Vice President of the Advanced Services Division and ultimately went on to lead Cisco Global Services. Prior to joining Cisco, Moore was President and Chief Executive Officer of Netigy, a network consulting business. Moore began his career in 1973 at Electronic Data Systems (EDS) where he held a number of executive roles over a 26-year career. Additionally, Moore was a member of EDS’s Global Operations Council where he was responsible for multiple business units, including manufacturing, retail and distribution customers globally. Moore also led the formation of EDS’s joint venture with Hitachi Limited, Hitachi Data Systems, and served as its President and Chief Executive Officer during its initial three years of operations. Moore is a part-time Executive in Residence at The Ohio State University Fisher College of Business (“OSU”), working in the areas of Operational Excellence, Cyber Security and Mid-Market studies but he has not taught at OSU since becoming our Chief Executive Officer. In addition to our board of directors, Moore also serves on the board for Finjan Holdings, Inc. (Nasdaq: FNJN) and on KLA-Tencor Corporation’s (Nasdaq: KLAC) board as a member of the compensation committee. His past board involvement includes VCE, the Smithsonian Institution, Unigraphics Solutions, A.T. Kearney, Japan Systems Limited and Hitachi Data Systems. Moore’s experience also includes a four-year tour of duty with the U.S. Army.
 
Board Skills and Qualifications
We believe that Mr. Moore possesses several unique attributes that qualify him to serve as a member of our board of directors, including his leadership experience with one of our largest customers as well as his years of experience with business process outsourcing and IT-enabled services companies, which provide unique insights into our business and overall market trends. In addition, Mr. Moore’s financial and accounting expertise and service on other public company boards help qualify him to serve as our Chief Executive Officer and as a director.


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Jane Okun Bomba
Independent Director

President, Saddle Ridge Consulting

Age: 57

Director since 2020

Audit Committee

Compensation Committee (Chair)


Jane Okun Bomba has served as a member of our board of directors since February 2020. Since January 2018, Ms. Okun Bomba has served as President of Saddle Ridge Consulting and advises on a range of strategic issues, including investor relations, corporate perception and governance, transaction integration, human resources and ESG. From 2004 to 2017, Ms. Okun Bomba was an executive at IHS Markit (NYSE: INFO), most recently serving as the Executive Vice President, Chief Administrative Officer. At IHS Markit she led a team of over 450 people worldwide in many corporate functions including human resources, marketing, communications, sustainability and investor relations. Prior to IHS, she was a partner at Genesis, Inc. and headed investor relations at Velocom, MediaOne Group, and Northwest Airlines. She also held various management positions in corporate finance at Northwest Airlines and American Airlines, and was a certified public accountant at PriceWaterhouse. Ms. Okun Bomba serves on the boards of directors of Brightview Holdings (NYSE: BV) and Kickstart International and is a member of the International Women’s Forum. She is a member of the University of Michigan, Ross School of Business Advisory Board and the School of Literature, Science and Arts Dean’s Advisory Committee. Ms. Okun Bomba holds both a Bachelor of General Studies and a Master in Business Administration from the University of Michigan at Ann Arbor. She completed graduate studies at the Stockholm School of Economics, and board of directors’ education in the Women’s Director Development Program at the Kellogg School of Management, Northwestern University and the Directors’ Consortium.

Board Skills and Qualifications
We believe that Ms. Okun Bomba possesses specific attributes that qualify her to serve on our board of directors. In particular, she is financially sophisticated, and has public company executive leadership and board of directors experience, as well as extensive international education and training in business, board leadership and economics.

Robin L. Smith
Independent Director

Director, ServiceSource International, Inc.

Age: 55

Director since 2020

Nominating and Corporate Governance Committee
Robin L. Smith has served as a member of our board of directors since February 2020. She currently serves on the board of directors of Sorrento Therapeutics (Nasdaq: SRNE), Seelos Therapeutics (Nasdaq: SEEL) and Celularity Inc. She also has served as chairman of the board of directors of MYnd Analytics, Inc. (Nasdaq: MYND now EMMA) and served on the board of directors of Rockwell Medical (Nasdaq: RMTI), Signal Genetics (Nasdaq: SGNL), and BioXcel Corporation. From 2006 until 2015, Dr. Smith was Chairman and Chief Executive Officer of Neostem (now Caladrius Biosciences), where she pioneered the company’s innovative business model combining proprietary cell therapy development with successful contract development and manufacturing organization that was sold to Hitachi. She received her Bachelor of Arts degree from Yale University and her Doctor of Medicine degree from the Yale School of Medicine. Dr. Smith holds a Master in Business Administration degree from the Wharton School of Business and completed the Stanford University Directors Program. In 2019, Dr. Smith received an honorary Doctor of Science degree from Thomas Jefferson Medical College.

Board Skills and Qualifications
We believe that Dr. Smith possesses specific attributes that qualify her to serve on our board of directors. In particular, she has extensive experience serving on the boards of directors and board committees, including audit, nominating and governance, and compensation committees, of multiple public companies and she has focused her career on turnarounds, merger and acquisitions, and disruptive innovations driving interest and growth.

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Richard G. Walker
Chief Financial Officer, ServiceSource International, Inc.
 
Age: 56
 
Director since 2017
Richard G. Walker has served as our Chief Financial Officer since November 2018 and as a member of our board of directors since October 2017. In October 2016, he founded The Bison Group, LLC, a private partnership formed to identify and pursue acquisition opportunities in the information services category. Prior to founding The Bison Group, from April 2015 to December 2015, Mr. Walker was Executive Vice President – Strategy and Corporate Development for Ascent Capital Group, Inc. (Nasdaq: ASCMA). From December 2013 to December 2016, he served as a Director and Chairman of the Board of Trusted Media Brands, Inc. (formerly known as Readers Digest Association), where he supported a new Chief Executive Officer and executive leadership team in executing a successful three-year turnaround. Previous to Ascent, from 2006 to February 2014, Mr. Walker served as a core member of the executive leadership team at IHS (now IHS Markit Ltd. (Nasdaq: INFO)), where he was instrumental in driving the strategic direction, operational execution, and organic and acquisition-related growth of the business, including in roles as Executive Vice President and Chief Financial Officer and then as Executive Vice President of Global Finance. He is a member of the boards of directors of the Presidents Leadership Class at the University of Colorado, the Capuchin-Franciscans, and Cherry Hills Country Club. Mr. Walker holds a Bachelor of Arts in Business Accounting from the University of Colorado at Boulder and began his career as a Certified Public Accountant with Arthur Andersen. He also obtained his Master of Business Administration from the University of Denver Daniels College of Business.

Board Skills and Qualifications
We believe that Mr. Walker possesses specific attributes that qualify him to serve as a member of our board of directors. His years of experience in finance, strategy and operational execution and in his board leadership position provide Mr. Walker with a unique perspective on our business and competitive opportunities.

Required Vote
If a quorum is present, our directors will each be elected by a vote of the majority of the votes cast. A majority of the votes cast means the number of votes cast “FOR” such nominee’s election exceeds 50% of the number of votes cast with respect to that nominee’s election.
You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each director nominee. Broker non-votes and abstentions will have no effect on the outcome of the election, although they will be counted for purposes of determining whether there is a quorum. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld (as indicated on the proxy card), for the election of Ms. Okun Bomba, Dr. Smith, and Messrs. Baker, Ferron, Harris, Meyer, Moore, and Walker.
Recommendation
Our board of directors recommends a vote FOR the election to the board of directors of each of Ms. Okun Bomba, Dr. Smith, and Messrs. Baker, Ferron, Harris, Meyer, Moore, and Walker as director.


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PROPOSAL NUMBER 2 Vote to Authorize the Board of Directors, in its Discretion, to Amend our Certificate of Incorporation to Effect a Reverse Stock Split in a Ratio of Not Less Than One-for-Five and Not More than One-for-Ten, to be Determined by the Board of Directors
Background
On March 19, 2020, our board of directors unanimously approved, and recommended that our stockholders approve, a proposal to authorize the board of directors, in its discretion, to amend our certificate of incorporation, as amended (the “Certificate Amendment”) to effect a reverse stock split at a ratio of not less than one-for-five and not more than one-for-ten, with the exact ratio to be set within this range by our board of directors in its sole discretion (the “Reverse Stock Split”). The final decision of whether to proceed with the Reverse Stock Split and the effective time of the Reverse Stock Split is to be determined by the board of directors, in its sole discretion.
If the stockholders approve the Reverse Stock Split, and the board of directors decides to implement it, the Reverse Stock Split will become effective as of a date and time to be determined by the board of directors that will be specified in the Certificate Amendment (the “Effective Time”). If the board of directors does not decide to implement the Reverse Stock Split within twelve months from the date of the annual meeting, the authority granted in this proposal to implement the Reverse Stock Split will terminate.
The Reverse Stock Split will be realized simultaneously for all outstanding common stock. The Reverse Stock Split will affect all holders of common stock uniformly and each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for minor changes that may result from the treatment of fractional shares, as described below. The Reverse Stock Split will not change the par value of our common stock and will not reduce the number of authorized shares of common stock. Outstanding shares of common stock resulting from the Reverse Stock Split will remain fully paid and non-assessable.
The text of the proposed Certificate Amendment to effect the Reverse Stock Split is included as Appendix A to this proxy statement. Any amendment to our Certificate of Incorporation to effect the Reverse Stock Split will include the Reverse Stock Split ratio fixed by our board of directors, within the range approved by our stockholders.
Criteria to Be Used for Decision to Proceed with the Reverse Stock Split
If our stockholders approve the Reverse Stock Split, our board of directors will be authorized to proceed with the Reverse Stock Split. The exact ratio of the Reverse Stock Split, within the one-for-five to one-for-ten range, would be determined by our board of directors, in its sole discretion, and publicly announced by us prior to the Effective Time. In determining whether to proceed with the Reverse Stock Split and setting the appropriate ratio for the Reverse Stock Split, our board of directors will consider, among other things, factors such as:
Nasdaq’s minimum price per share requirements;
the historical trading prices and trading volume of our common stock;
the number of shares of our common stock outstanding;
the then-prevailing and expected trading prices and trading volume of our common stock and the anticipated impact of the Reverse Stock Split on the trading market for our common stock;
the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs;
business developments affecting us; and
prevailing general market and economic conditions.


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Reasons for the Reverse Stock Split
If our stockholders approve the Reverse Stock Split, our board of directors will be authorized to proceed with the Reverse Stock Split. The board of directors believes that the increased market price of the common stock expected as a result of implementing the Reverse Stock Split could improve the marketability and liquidity of our common stock and will encourage interest and trading in our common stock, and, importantly, would enable the common stock to continue to be listed on the Nasdaq market, the listing rules of which require that for any period of 30 consecutive business days, the minimum bid price for our common stock must equal or exceed $1.00 per share. The Reverse Stock Split could allow a broader range of institutions to invest in our common stock, potentially increasing trading volume and liquidity of our common stock. The Reverse Stock Split could also help increase analyst and broker interest in our common stock as their policies can discourage them from following or recommending companies with low stock prices.
The board of directors (or any authorized committee of the board of directors) reserves the right to elect to abandon the Reverse Stock Split, notwithstanding stockholder approval, if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company.
Procedure for Effecting Reverse Stock Split
If the Reverse Stock Split is approved by the Company’s stockholders, and if at such time the board of directors still believes that a Reverse Stock Split is in the best interests of the Company and its stockholders, the board of directors will determine the exact timing of the filing of the Certificate Amendment. We will then file the Certificate Amendment, the form of which is attached hereto as Appendix A, with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The text of the Certificate of Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the board of directors deems necessary and advisable to effect the Reverse Stock Split.
All shares of our common stock that were issued and outstanding immediately prior to the Effective Time would automatically be converted into new shares of our common stock based on the Reverse Stock Split ratio by reclassifying and combining all of our outstanding shares of common stock into a proportionately smaller number of shares. For example, if the board of directors decides to implement a one-for-ten Reverse Stock Split of common stock, then a stockholder holding 10,000 shares of common stock before the Reverse Stock Split would instead hold 1,000 shares of common stock immediately after the reverse stock split. If the board of directors does not decide to implement the Reverse Stock Split within twelve months from the date of the annual meeting, the authority granted in this proposal to implement the Reverse Stock Split will terminate.
As soon as practicable after the Effective Time of the Reverse Stock Split, stockholders of record at the Effective Time would receive a letter from our transfer agent asking them to return the outstanding certificates representing pre-split shares of common stock, which would be cancelled upon receipt by our transfer agent, and new certificates representing the post-split shares of common stock would be sent to each of our stockholders. We will bear the costs of the issuance of the new stock certificates. Stockholders who hold uncertificated shares, either as direct or beneficial owners, will have their holdings electronically adjusted by the Company’s transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split. Stockholders who hold uncertificated shares as direct owners will be sent a statement of holding from the Company’s transfer agent that indicates the number of shares owned in book-entry form.
Beginning after the effectiveness of the Reverse Stock Split, each certificate representing shares of pre-split common stock will be deemed for all corporate purposes to evidence ownership of post-split common stock.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL FORM FROM OUR TRANSFER AGENT.
Principal Effects of the Reverse Stock Split
If the Reverse Stock Split is approved and our board of directors elects to effect the Reverse Stock Split, the number of outstanding shares of common stock will be reduced in proportion to the ratio of the Reverse Stock Split chosen by our board of directors.
Common Stock
With the exception of the number of shares issued and outstanding and any adjustment that may occur due to the provisions for the treatment of fractional shares, the rights and preferences of outstanding shares of common stock prior and subsequent to the Reverse Stock Split would remain the same. Holders of the Company’s common stock would continue to have no preemptive rights. Following the Reverse Stock Split, each full share of the Company’s common stock resulting from the Reverse Stock Split would entitle the holder thereof to one vote per share and would otherwise be identical to the shares of our common stock immediately prior to the Reverse Stock Split. Following the

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Reverse Stock Split, our common stock will continue to be listed on the Nasdaq market, under the symbol “SREV,” although it would receive a new CUSIP number.
The table below shows the possible Reverse Stock Split ratios, together with the implied number of issued and outstanding shares of common stock resulting from a Reverse Stock Split in accordance with such ratio and the effects on our remaining authorized shares of common stock, for illustrative purposes, based on 95,037,592 shares of our common stock issued and outstanding as of March 12, 2020.
 After Reverse Stock Split
  
Before Reverse
Stock Split
1-for-51-for-61-for-71-for-81-for-91-for-10
Common Stock Authorized 1,000,000,000  1,000,000,000  1,000,000,000  1,000,000,000  1,000,000,000  1,000,000,000  1,000,000,000
Common Stock Outstanding 95,037,592  19,007,518  15,839,599  13,576,799  11,879,699  10,559,732  9,503,759
Treasury Stock Outstanding 121,000  24,200  20,167  17,286  15,125  13,444  12,100
Common Stock Underlying Options and Warrants 9,296,777  1,859,355  1,549,463  1,328,111  1,162,097  1,032,975  929,678
Common Stock Available for Grant under Company Stock Plans 13,864,838  2,772,968  2,310,806  1,980,691  1,733,105  1,540,538  1,386,484
Total Common Stock Authorized but Unreserved 895,544,631  979,108,927  982,590,771  985,077,804  986,943,079  988,393,849  989,554,463
As reflected in the table above, the Reverse Stock Split will have the effect of significantly increasing the number of authorized but unissued shares of common stock in proportion to the number of outstanding shares of common stock. The number of authorized shares of common stock will not be decreased and will remain at 1,000,000,000. Because the number of outstanding shares will be reduced as a result of the Reverse Stock Split, the number of shares available for issuance will be increased. These shares may be used by us for various purposes in the future without further stockholder approval (subject to Nasdaq listing rules), including, among other things, financings, strategic partnering arrangements or the acquisitions of assets or businesses, although we currently have no specific plans, arrangements or understandings, whether written or oral, with respect to the increase in shares available for issuance as a result of the Reverse Stock Split.
Effects of the Reverse Stock Split on 2011 Equity Incentive Plan, the 2020 Plan and Outstanding Equity Awards
If the Reverse Stock Split is implemented, the number and type of shares subject to the 2011 Equity Incentive Plan and the 2020 Plan (if approved by stockholders) and outstanding awards and/or unexercised options exercisable for shares of common stock shall be adjusted by the compensation committee of the board of directors.
Accounting Matters
As a result of the Reverse Stock Split, the stated capital on the Company’s balance sheet attributable to the common stock, which consists of the par value per share of the common stock multiplied by the aggregate number of shares of common stock issued and outstanding, will be reduced in proportion to the size of the Reverse Stock Split. Correspondingly, the Company’s additional paid-in capital account, which consists of the difference between the Company’s stated capital and the aggregate amount paid to the Company upon issuance of all currently outstanding shares of the common stock, will be credited with the amount by which the stated capital is reduced.
Fractional Shares
No fractional shares will be issued in connection with the Reverse Stock Split. Instead, the Company will issue one full share of the post-Reverse Stock Split common stock to any stockholder who would have been entitled to receive a fractional share of common stock as a result of the Reverse Stock Split. Each holder of common stock will hold the

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same percentage of the outstanding common stock immediately following the Reverse Stock Split as that stockholder did immediately prior to the Reverse Stock Split, except for minor adjustments due to the additional net share fraction that will need to be issued as a result of the treatment of fractional shares.
Risks Associated with the Reverse Stock Split
Before voting on this proposal, you should consider the following risks associated with the implementation of the Reverse Stock Split.
The Reverse Stock Split may result in or contribute towards an ownership change under Section 382 of the Code.
If the Company were to undergo an ownership change under Section 382 of the Code, the Company’s ability to use its net operating loss carryovers incurred prior to the ownership change against income arising after the ownership change will be significantly limited. In general, an “ownership change” under Section 382 of the Code occurs with respect to the Company if, over a rolling three-year period, the Company’s “5-percent stockholders” increase their aggregate stock ownership by more than 50 percentage points over their lowest stock ownership during the rolling three-year period. Although we do not expect the Reverse Stock Split to result in an ownership change with respect to the Company, because we do not know the number of Company stockholders that may become “5-percent stockholders” as a result of the Reverse Stock Split, it is uncertain at this time whether the Reverse Stock Split will result in an ownership change or the extent to which the Reverse Stock Split may contribute towards an ownership change over the rolling three year period following the Reverse Stock Split.
The Reverse Stock Split could result in a significant devaluation of the Company’s market capitalization and the trading price of the common stock.
Although we expect that the Reverse Stock Split will result in an increase in the market price of the common stock, we cannot assure you that the Reverse Stock Split, if implemented, will increase the market price of the common stock in proportion to the reduction in the number of shares of the common stock outstanding or result in a permanent increase in the market price. Accordingly, the total market capitalization of the common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split and, in the future, the market price of the common stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.
The effect the Reverse Stock Split may have upon the market price of the common stock cannot be predicted with any certainty. The market price of the common stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future success and other factors detailed from time to time in the reports we file with the SEC.
The Reverse Stock Split may result in some stockholders owning “odd lots” that may be more difficult to sell or require greater transaction costs per share to sell.
The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.
The Reverse Stock Split may not generate additional investor interest.
While the board of directors believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of the common stock may not necessarily improve.
The reduced number of issued shares of common stock resulting from a Reverse Stock Split could adversely affect the liquidity of the common stock.
Although the board of directors believes that the decrease in the number of shares of common stock outstanding as a consequence of the Reverse Stock Split and the anticipated increase in the market price of common stock could encourage interest in the common stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.

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Anti-Takeover and Dilutive Effects
The purpose of maintaining our authorized common stock at 1,000,000,000 after the Reverse Stock Split is not to establish any barriers to a change of control or acquisition of the Company; rather, shares of common stock that are authorized but unissued provide the Board with flexibility to effect, among other transactions, public or private financings, mergers, acquisitions, stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by the Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Certificate Amendment would give the Board authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or Nasdaq rules. The Certificate Amendment is not being recommended in response to any specific effort of which the Company is aware to obtain control of the Company, nor does the Board have any present intent to use the authorized but unissued common stock to impede a takeover attempt. There are no plans or proposals to adopt other provisions or enter into any arrangements that have material anti-takeover effects.
In addition, the issuance of additional shares of common stock for any of the corporate purposes listed above could have a dilutive effect on earnings per share and the book or market value of the outstanding common stock, depending on the circumstances, and would likely dilute a stockholder’s percentage voting power in the Company. Holders of common stock are not entitled to preemptive rights or other protections against dilution. The Board intends to take these factors into account before authorizing any new issuance of shares.
No Going Private Transaction
The board of directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act. The Company has no plan at the date of this proxy statement to take itself private.
Material United States Federal Income Tax Consequences of the Reverse Stock Split
The following discussion is a summary of the material U.S. federal income tax consequences of the Reverse Stock Split to us and to U.S. Holders (as defined below) that hold shares of our common stock as capital assets (i.e., for investment) for U.S. federal income tax purposes. This discussion is based upon current U.S. tax law, which is subject to change, possibly with retroactive effect, and differing interpretations. Any such change may cause the U.S. federal income tax consequences of the Reverse Stock Split to vary substantially from the consequences summarized below. We have not sought and will not seek any rulings from the Internal Revenue Service (the “IRS”) regarding the matters discussed below and there can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the Reverse Stock Split.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our common stock that, for U.S. federal income tax purposes, is or is treated as (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or any other entity or arrangement treated as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust if (1) its administration is subject to the primary supervision of a court within the United States and all of its substantial decisions are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.
This summary does not address all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in light of their particular circumstances or to stockholders who may be subject to special tax treatment under the Code, including, without limitation, dealers in securities, commodities or foreign currency, persons who are treated as non-U.S. persons for U.S. federal income tax purposes, certain former citizens or long-term residents of the United States, insurance companies, tax-exempt organizations, banks, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, retirement plans, persons whose functional currency is not the U.S. dollar, traders that mark-to-market their securities or persons who hold their shares of our common stock as part of a hedge, straddle, conversion or other risk reduction transaction. If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of the partnership (or other entity treated as a partnership) and a partner in the partnership will generally depend on the status of the partner and the activities of such partnership. Accordingly, partnerships (and other entities treated as partnerships for U.S. federal income tax purposes) holding our common stock and the partners in such entities should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split to them.
The state and local tax consequences, alternative minimum tax consequences, non-U.S. tax consequences and U.S. estate and gift tax consequences of the Reverse Stock Split are not discussed herein and may vary as to each U.S. Holder. Furthermore, the following discussion does not address any tax consequences of transactions effectuated

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before, after or at the same time as the Reverse Stock Split, whether or not they are in connection with the Reverse Stock Split. This discussion should not be considered as tax or investment advice, and the tax consequences of the Reverse Stock Split may not be the same for all stockholders. U.S. Holders should consult their own tax advisors to understand their individual federal, state, local, and foreign tax consequences.
Tax Consequences to the Company
We believe that the Reverse Stock Split should constitute a reorganization under Section 368(a)(1)(E) of the Code. Accordingly, we should not recognize taxable income, gain or loss in connection with the Reverse Stock Split.
Tax Consequences to U.S. Holders
Subject to the discussion below regarding the receipt of a fractional share, a U.S. Holder generally should not recognize gain or loss as a result of the Reverse Stock Split for U.S. federal income tax purposes. A U.S. Holder’s aggregate adjusted tax basis in the shares of our common stock received pursuant to the Reverse Stock Split should equal the aggregate adjusted tax basis of the shares of our common stock exchanged therefor (increased by the amount of gain or income recognized, if any, attributable to the rounding up of a fractional share, as discussed below). The U.S. Holder’s holding period in the shares of our common stock received pursuant to the Reverse Stock Split should include the holding period in the shares of our common stock exchanged therefor (except with respect to any fractional share of our common stock received, as discussed below). U.S. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of shares of common stock surrendered in a recapitalization to shares received in such recapitalization. A U.S. Holder that acquired shares of our common stock on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period from shares of common stock surrendered in the Reverse Stock Split to shares received in the Reverse Stock Split.
Each fractional share issued pursuant to the Reverse Stock Split that is attributable to the rounding up of fractional shares to the nearest whole number of shares may be treated for U.S. federal income tax purposes as a disproportionate distribution. If so treated, a U.S. Holder that receives a fractional share of our common stock attributable to the rounding up of a fractional share to the nearest whole number of shares should recognize dividend income in an amount equal to the fair market value of such fractional share to the extent of the Company’s current or accumulated earnings and profits, and to the extent that any portion of the distribution exceeds such current or accumulated earnings and profits, such portion will be treated as a return of tax basis and thereafter as gain from the sale or exchange. A U.S. Holder’s holding period in any such fractional share commences on the effective date of the Reverse Stock Split.
YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.
Reservation of Right to Abandon Reverse Stock Split
The board of directors reserves the right to not file the Certificate Amendment and to abandon any Reverse Stock Split without further action by our stockholders at any time before the effectiveness of the filing of the Certificate Amendment with the Secretary of the State of the State of Delaware, even if this proposal is approved by our stockholders at the annual meeting. By voting in favor of this proposal, you are expressly also authorizing the board of directors to delay, not proceed with, or abandon, the proposed Certificate Amendment if it should so decide, in its sole discretion, that such action is in the best interests of our stockholders.
Required Vote
The affirmative “FOR” vote of the holders of two-thirds of the outstanding shares (assuming a quorum is present) is required for the approval of the Certificate Amendment to effect the Reverse Stock Split. Abstentions will act as a vote against the Reverse Stock Split.
Recommendation
Our board of directors unanimously recommends that you vote FOR approval of the amendment to the Certificate of Incorporation to effect the Reverse Stock Split.

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PROPOSAL NUMBER 3 Vote to Approve our 2020 Equity Incentive Plan
We are asking you to approve the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), a new omnibus equity incentive plan that will replace our existing 2011 Equity Incentive Plan (the “2011 Plan”). The 2020 Plan was approved unanimously by our board of directors on March 5, 2020, to be effective upon stockholder approval at the annual meeting.
Key Features of the 2020 Plan
The key features of the 2020 Plan include the following:
A reserve of 6,200,000 shares of our common stock that are authorized for issuance pursuant to plan awards;
No "evergreen" increase to the share reserve;
A five (5) year term that expires on March 4, 2025;
Permitted awards include options, stock appreciation rights (“SARs”), restricted stock, RSUs, performance stock units (“PSUs”), and other cash and stock-based awards;
No direct or indirect repricing of options or SARs without stockholder approval;
Stringent share recycling provisions that prohibit recycling of shares used as consideration for tax withholding or as consideration for option exercises, along with full counting of all shares subject to stock-settled SARs;
A minimum one-year cliff vesting schedule on all awards types under the 2020 Plan (applicable to at least 95% of the shares authorized for issuance);
No discretion to accelerate vesting of awards except upon death or disability;
Double-trigger treatment of equity awards upon the occurrence of a change in control, except as detailed in our employment agreement with Gary Moore, our Chairman and Chief Executive Officer;
Dividends and dividend equivalents on unvested awards are accrued and paid only if related awards become vested;
Awards to our executives under the 2020 Plan are subject to the Company’s compensation clawback policy, which is described under the “Executive Compensation – Compensation Discussion and Analysis – Risk Assessment and Clawback Policy” section below; and
No excise-tax gross-ups on equity awards.
Reasons for Adopting the 2020 Plan
The compensation committee and the board of directors believe that we must continue to offer a competitive equity incentive program in order to successfully attract, retain and motivate the best employees and directors without whom we cannot execute on our business goals or deliver value to our stockholders. Our current 2011 Equity Incentive Plan will expire by its terms no later than February of 2021. Adoption of the 2020 Plan is therefore prudent and will allow for us to continue to maintain a competitive equity incentive program going forward. Adoption of the 2020 Plan will also allow us to incorporate certain equity incentive best practices, such as eliminating the “evergreen” provision of the 2011 Plan.
Shares Available for Issuance
If the 2020 Plan is approved by the Company’s stockholders, we will immediately terminate the 2011 Plan and will not make any further awards under that Plan. The share reserve under the 2020 Plan will be significantly lower than the share reserve of the terminated 2011 Plan, meaning that adoption of the 2020 Plan should result in reduced potential dilution to our stockholders. Certain information regarding our equity incentive plans is as follows:
Shares available for issuance under the 2011 Plan prior to termination, as of March 5, 202013,828,588  
Shares that would no longer be available for issuance upon termination of the 2011 Plan (13,828,588) 
Shares available for issuance under the 2020 Plan6,200,000  
Total shares available for issuance pursuant to new awards upon approval of the 2020 Plan6,200,000  
Outstanding Awards under Existing Plans
As of March 5, 2020, there were 95,037,592 total outstanding shares of the Company’s common stock. As of March 5, 2020, there were 4,088,803 stock options outstanding under the Company’s equity compensation plans with a weighted average exercise price of $3.07 and weighted-average remaining term of 7.9 years. In addition, as of March 5, 2020, there were 5,111,216 RSUs and 96,758 PSUs outstanding under the Company’s equity compensation plan. Other than the foregoing, no other awards were outstanding as of March 5, 2020 under the Company’s equity compensation plans.

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Employee Stock Purchase Plan Not Included
We also maintain a 2011 Employee Stock Purchase Plan, which is a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code (the “ESPP”). We do not consider the ESPP to be an equity incentive plan for purposes of this proposal and have not included information regarding the ESPP in the sections above, as ESPP shares are purchased by participants in value-neutral transactions and the ESPP does not contain a matching contribution feature.
Description of the 2020 Plan
The following summary of material terms of the 2020 Plan is subject to and qualified in its entirety by the actual terms of the 2020 Plan. A copy of the 2020 Plan is provided as Appendix B to this proxy statement.
Purpose of the 2020 Plan
The purpose of the 2020 Plan is to promote the success of the Company and the interests of its stockholders by providing an additional means for the Company to attract, motivate, retain and reward directors, officers and employees.
Administration
The board of directors or one or more committees consisting of directors appointed by the board of directors will administer the 2020 Plan. The board of directors intends to delegate general administrative authority for the 2020 Plan to the compensation committee, which is comprised of directors who qualify as independent under SEC and Nasdaq rules. Except where prohibited by applicable law, a committee may delegate some or all of its authority with respect to the 2020 Plan to another committee of directors or to one or more officers of the Company. For purposes of Rule 16b-3 of the Exchange Act and for grants to non-employee directors, the 2020 Plan must be administered by a committee consisting solely of two or more independent directors. The appropriate acting body, be it the board of directors, a committee within its delegated authority, or an officer within his or her delegated authority, is referred to in this proposal as the “Administrator.”
The Administrator has broad authority under the 2020 Plan with respect to award grants including, without limitation, the authority:
To select participants and determine the type(s) of award(s) that they are to receive;
To determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award;
To cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consents, and subject to the repricing prohibition described below;
To extend the vesting or exercisability or extend the term of any or all outstanding awards subject to any required consents;
Subject to the other provisions of the 2020 Plan, to make certain adjustments to outstanding awards and authorize the conversion, succession or substitution of awards; and
To allow the purchase price of awards or shares of the Company’s common stock to be paid in the form of cash, check, or electronic funds transfer, by the delivery of already-owned shares of the Company’s common stock or by a reduction of the number of shares deliverable pursuant to the awards, by services rendered by the recipient of the awards, by notice of third party payment or by cashless exercise, on such terms as the Administrator may authorize, or any other form permitted by law.
No Discretion to Accelerate
The Administrator is not authorized to accelerate the vesting of any awards except upon the death or disability of a participant.
Eligibility
Persons eligible to receive awards under the 2020 Plan include officers and employees of the Company or any of its subsidiaries and non-employee directors of the Company. As of March 5, 2020, there were approximately 3,200 employees, including officers, of the Company and its subsidiaries and six non-employee directors of the Company who would potentially be eligible to receive awards under the 2020 Plan.
Authorized Shares
The 2020 Plan authorizes the issuance of up to 6,200,000 shares of the Company’s common stock pursuant to plan awards. The 2020 Plan generally provides that shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2020 Plan, except as may be required by the Administrator or applicable law or stock exchange rules.

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Shares that are subject to or underlie awards that expire or for any reason are canceled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2020 Plan are available for reissuance under the 2020 Plan. However, the 2020 Plan prohibits liberal share recycling. Accordingly, shares tendered or withheld to satisfy the exercise price of options or tax withholding obligations, and shares covering the portion of exercised stock-settled SARs (regardless of the number of shares actually delivered), count against the share limit.
Awards Under the 2020 Plan
Because awards under the 2020 Plan are granted in the discretion of the board of directors or a committee of the board of directors, the type, number, recipients and other terms of future awards cannot be determined at this time.
No Repricing
In no event will any adjustment be made to a stock option or SAR under the 2020 Plan (by amendment, cancellation and regrant, exchange for other awards or cash or other means) that would constitute a repricing of the per share exercise or base price of the award, unless such adjustment is approved by the stockholders of the Company. Adjustments made in accordance with the 2020 Plan to reflect a stock split or similar event are not deemed to be a repricing.
Minimum Vesting Schedule
The 2020 Plan requires a minimum one-year cliff vesting schedule for all equity award types under the 2020 Plan. This minimum vesting schedule will apply to at least 95% of the shares authorized for grant under the 2020 Plan.
Dividends and Dividend Equivalents
Accrued dividends or dividend equivalent amounts shall not be paid unless and until the awards to which they relate become vested.
Types of Awards
The 2020 Plan authorizes stock options, SARs, restricted stock, RSUs, PSUs, and other forms of awards that may be granted or denominated in or otherwise determined by reference to the Company’s common stock, as well as cash awards. The 2020 Plan provides flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Awards may, in certain cases, be paid or settled in cash.
Stock Options
A stock option is a right to purchase shares of the Company’s common stock at a future date at a specified price per share (the “exercise price”). The per share exercise price of an option generally may not be less than the fair market value of a share of the Company’s common stock on the date of grant. On March 12, 2020, the last sale price of the Company's common stock as reported on Nasdaq was $1.00 per share. The maximum term of an option is ten years from the date of grant. An option may be either an incentive stock option or a nonqualified stock option. Incentive stock options are taxed differently than nonqualified stock options and are subject to more restrictive terms under the Internal Revenue Code of 1986, as amended (the “Code”) and the 2020 Plan. Incentive stock options may be granted only to employees of the Company or a subsidiary.
SARs
A SAR is the right to receive payment of an amount equal to the excess of the fair market value of shares of the Company’s common stock on the date of exercise of the SAR over the base price of the SAR. The base price is established by the Administrator at the time of grant of the SAR and may not be less than the fair market value of a share of the Company’s common stock on the date of grant. SARs may be granted in connection with other awards or independently. The maximum term of a SAR is ten years from the date of grant.
Restricted Stock
Shares of restricted stock are shares of the Company’s common stock that are subject to forfeiture and to certain restrictions on sale, pledge, or other transfer by the recipient during a particular period of employment or service or until certain performance vesting conditions are satisfied. Subject to the restrictions provided in the applicable award agreement and the 2020 Plan, a participant receiving restricted stock may have all of the rights of a stockholder as to such shares, including the right to vote and the right to receive dividends; provided, however, that dividends on unvested shares shall be accrued and shall be paid only if the restricted stock to which they relate become vested.
RSUs
A RSU represents the right to receive one share of the Company’s common stock on a specific future vesting or payment date. Subject to the restrictions provided in the applicable award agreement and the 2020 Plan, a participant receiving RSUs has no rights as a stockholder with respect to the RSUs until the shares of common stock are issued

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to the participant. RSUs may be granted with dividend equivalent rights that are payable only if the underlying RSUs vest. RSUs may be settled in cash if so provided in the applicable award agreement.
PSUs
A PSU is a performance-based award that entitles the recipient to receive shares of the Company’s common stock based on attainment of one or more performance goals. Each PSU shall designate a target number of shares payable under the award, with the actual number of shares earned (if any) based on a formula set forth in the award agreement related to the attainment of one or more performance goals. A participant receiving PSUs has no rights as a stockholder until the shares of common stock are issued to the participant. PSUs may be granted with dividend equivalent rights that are payable only if the underlying PSUs are earned. PSUs may be settled in cash if so provided in the applicable award agreement.
Cash Awards
The Administrator, in its sole discretion, may grant cash awards, including, without limitation, discretionary awards, awards based on objective or subjective performance criteria, and awards subject to other vesting criteria.
Other Awards
The other types of awards that may be granted under the 2020 Plan include, without limitation, stock bonuses, and similar rights to purchase or acquire shares of the Company’s common stock, and similar securities with a value derived from the value of, or related to, the Company’s common stock or returns thereon.
Other Terms
Change of Control
The 2020 Plan provides for double-trigger vesting upon a change in control (as defined in the 2020 Plan). In the event of a change in control, the Administrator will provide for the assumption or substitution of all outstanding awards by the surviving or acquiring company or parent thereof. All assumed or substituted time-vested awards will continue to vest in accordance with their original vesting terms, except that if a participant is terminated without cause within 12 months following the change in control, the unvested portion of the award shall vest in full. All assumed or substituted performance-vested awards shall be measured on the date of the change in control to determine the portion thereof that is earned based on performance through the change in control, and the earned portion shall thereafter vest at the same time or times as the award was originally scheduled to vest, except that such vesting shall be based on the participant’s continued service with the surviving or acquiring company or parent thereof. If the participant is terminated without cause within 12 months following the change in control, any then unvested portion of the award shall vest in full. Special rules apply if the surviving or acquiring company refuses or otherwise fails to assume or substitute outstanding awards.
Transferability of Awards
Awards under the 2020 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution, or pursuant to domestic relations orders. Awards with exercise features are generally exercisable during the recipient’s lifetime only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, as long as such transfers comply with applicable federal and state securities laws and provided that any such transfers are not for consideration.
Adjustments
As is customary in plans of this nature, the share limits and the number and kind of shares available under the 2020 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

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No Limit on Other Authority
The 2020 Plan does not limit the authority of the board of directors or any committee to grant awards or authorize any other compensation, with or without reference to the Company’s common stock, under any other plan or authority.
Restrictive Covenants and Clawback Policy
By accepting awards and as a condition to the exercise of awards and the enjoyment of any benefits of the 2020 Plan, participants agree to be bound by any clawback policy adopted by the Company from time to time. Participants may also be subject to restrictive covenants if so required by the Administrator in any award agreement.
Termination of, or Changes to, the 2020 Plan
The Administrator may amend or terminate the 2020 Plan at any time and in any manner. Stockholder approval for an amendment will be required only to the extent then required by applicable law or any applicable stock exchange rules, or as required to preserve the intended tax consequences of the 2020 Plan. For example, stockholder approval is required for any proposed amendment to increase the maximum number of shares that may be delivered with respect to awards granted under the 2020 Plan. Adjustments as a result of stock splits or similar events will not, however, be considered amendments requiring stockholder approval. Unless terminated earlier by the Board, the authority to grant new awards under the 2020 Plan will terminate five years after the date on which the 2020 Plan was approved by the Board. Outstanding awards will generally continue following the expiration or termination of the 2020 Plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any plan amendment) materially and adversely affects the award holder.
Certain Federal Tax Consequences
The following summary of the federal income tax consequences of awards under the 2020 Plan is based upon federal income tax laws in effect on the date of this proxy statement. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences. The tax consequences of individual awards may vary depending upon the particular circumstances applicable to any individual participant.
Nonqualified Stock Options
The grant of a nonqualified stock option under the 2020 Plan will not result in any federal income tax consequences to the participant or to the Company. Upon exercise of a nonqualified stock option, the participant will recognize ordinary compensation income equal to the excess of the fair market value of the shares of common stock at the time of exercise over the option exercise price. If the participant is an employee, this income is subject to withholding for federal income and employment tax purposes. The Company is entitled to an income tax deduction in the amount of the income recognized by the participant, subject to possible limitations imposed by the Code, including Section 162(m) thereof. Any gain or loss on the participant’s subsequent disposition of the shares will be treated as long-term or short-term capital gain or loss, depending on the sales proceeds received and whether the shares are held for more than one year following exercise. The Company does not receive a tax deduction for any subsequent capital gain.
Incentive Stock Options
The grant of an incentive stock option (or “ISO”) under the 2020 Plan will not result in any federal income tax consequences to the participant or to the Company. A participant recognizes no federal taxable income upon exercising an ISO (subject to the alternative minimum tax rules discussed below), and the Company receives no deduction at the time of exercise. In the event of a disposition of stock acquired upon exercise of an ISO, the tax consequences depend upon how long the participant has held the shares. If the participant does not dispose of the shares within two years after the ISO was granted, nor within one year after the ISO was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. The Company is not entitled to any deduction under these circumstances.
If the participant fails to satisfy either of the foregoing holding periods (referred to as a “disqualifying disposition”), he or she will recognize ordinary compensation income in the year of the disposition. The amount of ordinary compensation income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the stock at the time of exercise and the exercise price. Such amount is not subject to withholding for federal income and employment tax purposes, even if the participant is an employee of the Company. Any gain in excess of the amount taxed as ordinary income will generally be treated as a short-term capital gain. The Company, in the year of the disqualifying disposition, is entitled to a deduction equal to the amount of ordinary compensation income recognized by the participant, subject to possible limitations imposed by the Code, including Section 162(m) thereof.
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tax. If a participant’s alternative minimum tax liability exceeds such participant’s regular income tax liability, the participant will owe the alternative minimum tax liability.
Restricted Stock
Restricted stock is generally taxable to the participant as ordinary compensation income on the date that the restrictions lapse (i.e., the date that the stock vests), in an amount equal to the excess of the fair market value of the shares on such date over the amount paid for such stock, if any. If the participant is an employee, this income is subject to withholding for federal income and employment tax purposes. The Company is entitled to an income tax deduction in the amount of the ordinary income recognized by the participant, subject to possible limitations imposed by the Code, including Section 162(m) thereof. Any gain or loss on the participant’s subsequent disposition of the shares will be treated as long-term or short-term capital gain or loss depending on the sales price and how long the stock has been held since the restrictions lapsed. The Company does not receive a tax deduction for any subsequent gain.
Participants receiving restricted stock awards may make an election under Section 83(b) of the Code (a “Section 83(b) Election”) to recognize as ordinary compensation income in the year that such restricted stock is granted in an amount equal to the excess of the fair market value on the date of the issuance of the stock over the amount paid for such stock. If the participant is an employee, this income is subject to withholding for federal income and employment tax purposes. If such an election is made, the recipient recognizes no further amounts of compensation income upon the lapse of any restrictions and any gain or loss on subsequent disposition will be long-term or short-term capital gain or loss to the recipient. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Section 83(b) Election. The Section 83(b) Election must be made within 30 days from the time the restricted stock is issued. The Company is entitled to a deduction equal to the amount of income taken into account as a result of the Section 83(b) Election, subject to possible limitations imposed by the Code, including Section 162(m) thereof.
To the extent dividends are paid while the restrictions on the stock are in effect, any such dividends will be taxable to the participant as ordinary income (and will be treated as additional wages for federal income and employment tax withholding purposes, if the recipient is an employee) and will be deductible by the Company (subject to possible limitations imposed by the Code, including Section 162(m) thereof), unless the participant has made a Section 83(b) Election, in which case the dividends will generally be taxed at dividend rates and will not be deductible by the Company.
Other Awards
Other awards (such as RSUs and PSUs) are generally treated as ordinary compensation income as and when common stock or cash are paid to the participant upon vesting or settlement of such awards. If the participant is an employee, this income is subject to withholding for income and employment tax purposes. The Company is generally entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient, subject to possible limitations imposed by the Code, including Section 162(m) thereof.
Section 162(m) of the Internal Revenue Code
Under Code Section 162(m), no deduction is generally allowed in any taxable year of the Company for compensation in excess of $1 million paid to any of the Company’s “covered employees.” A “covered employee” is any individual who has served at any time after December 31, 2016 as the Company’s chief executive officer, chief financial officer, or other executive officer whose compensation has been reported in a Company proxy statement, regardless of whether any such individual is still employed by the Company. We may be prohibited under Code Section 162(m) from deducting compensation paid pursuant to the 2020 Plan to our “covered employees.”
Section 409A of the Internal Revenue Code
Section 409A of the Code provides certain requirements for the deferral and payment of deferred compensation arrangements. In the event that any award under the 2020 Plan is deemed to be a deferred compensation arrangement, and if such arrangement does not comply with Section 409A of the Code, the recipient of such award will recognize ordinary income once such award is vested, as opposed to at the time or times set forth above. In addition, the amount taxable will be subject to an additional 20% federal income tax along with other potential taxes and penalties. It is intended, although not guaranteed, that all awards issued under the 2020 Plan will either be exempt from or compliant with the requirements of Section 409A of the Code.
Interested Parties
Approval of the 2020 Plan will change the number of shares available for issuance to the directors and executive officers of the Company, thus each of those persons has an interest in and will be affected from the approval of the 2020 Plan.

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Required Vote
Approval of the 2020 Plan requires the affirmative “FOR” vote of a majority of the shares present, represented, and entitled to vote on the proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes are not deemed to be votes cast, are not included in the tabulation of voting results on this proposal and will not affect the outcome of voting on this proposal. Unless marked to the contrary, executed proxies received will be voted “FOR” Proposal 3.
Recommendation
Our board of directors recommends a vote FOR the approval of the 2020 Plan.
PROPOSAL NUMBER 4 Advisory Vote on Executive Compensation
As required under Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers.
The say-on-pay vote is advisory, and therefore not binding on us or our compensation committee or board of directors. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the named executive officer compensation disclosed in this proxy statement, we will consider our stockholders’ concerns and our compensation committee will evaluate whether any actions are necessary to address those concerns.
The advisory say-on-pay vote historically has been held annually, and the Company anticipates that the next advisory say-on-pay vote will occur at the 2021 annual meeting.
Information about our executive compensation practices and philosophy as well as our 2019 executive compensation is included in the “Executive Compensation” section of this proxy statement.
Compensation Philosophy and Programs
Fiscal 2019 was a year of transition for the Company. In late 2018, during a challenging year for our business, the board of directors determined it was critical to recruit an experienced, capable executive team to lead the Company’s turnaround. In late 2018, we appointed a new set of leaders consisting of individuals with proven track records of success, including our Chief Executive Officer, Gary Moore. Throughout their first full year with the Company, the leadership team identified a path forward to design for our long-term success. While we acknowledge challenges remain and that stockholder value restoration will be a multi-year process, the steps taken in 2019 establish a foundation for the Company to be stronger and better positioned to deliver sustainable, profitable growth in the future.
Stockholder engagement is a key value and a significant part of our ongoing review of corporate governance and executive compensation practices. We actively seek feedback from our stockholders and key stakeholders. In light of our unacceptably low level of support for the stockholder advisory vote on our executive compensation for the fiscal year ended December 31, 2018 (the "say on 2018 pay vote") and the Company’s leadership transition, we sought to fundamentally reassess our compensation programs, as more fully described under the “Executive Compensation – Compensation Discussion and Analysis” section below.
Our board of directors believes that our current executive compensation program has been effective at aligning the interests of our named executive officers with those of our stockholders. We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers in 2019, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion in the Company’s proxy statement, is hereby APPROVED.”

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Required Vote
The affirmative “FOR” vote of a majority of the shares present, represented and entitled to vote on the proposal is required to approve, on an advisory basis, the compensation awarded to named executive officers for the year ended December 31, 2019. You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes are not deemed to be votes cast, are not included in the tabulation of voting results on this proposal and will not affect the outcome of voting on this proposal. Unless marked to the contrary, executed proxies received will be voted “FOR” Proposal 4.
Recommendation
Our board of directors recommends a vote FOR, on an advisory basis, the approval of the compensation of each named executive officer, as disclosed in this proxy statement.
PROPOSAL NUMBER 5 Ratification of Selection of Independent Registered Public Accounting Firm
Our audit committee has selected Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2020.
Notwithstanding the audit committee’s selection of Ernst & Young LLP – and even if our stockholders ratify the selection – our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in our best interests and in the best interests of our stockholders. Our audit committee is submitting the selection of Ernst & Young LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If the appointment is not ratified by our stockholders, our audit committee may reconsider whether it should appoint another independent registered public accounting firm.
Representatives of Ernst & Young LLP are expected to attend the annual meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.
Required Vote
Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020 requires the affirmative “FOR” vote of a majority of the shares present, represented, and entitled to vote on the proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. Abstentions have the same effect as a vote against the proposal. Unless marked to the contrary, executed proxies received will be voted “FOR” Proposal 5.
Recommendation
Our board of directors recommends a vote FOR the ratification of the selection of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020.


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Principal Accounting Fees and Services
The following table sets forth the aggregate fees for audit services provided by Ernst & Young LLP for the years ended December 31, 2019 and December 31, 2018:
  20192018
Audit fees(1)
$1,260,918  $1,282,939  
Audit-related fees(2)
—  —  
Tax fees(3)
227,769  230,047  
All other fees(4)
3,600  3,600  
Total fees$1,492,287  $1,516,586  

(1)
Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, review of our quarterly consolidated financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory audit and regulatory filings or engagements.
(2)
Consists of fees billed for professional services rendered for consultations concerning financial accounting and reporting standards.
(3)
Consists of fees billed for professional services for tax compliance and tax advice.
(4)
Consists of subscriptions for a proprietary reference library.

Pre-Approval of Audit and Non-Audit Services
Our audit committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The audit committee pre-approves services provided by the independent registered public accounting firm pursuant to its audit committee charter.
Report of the Audit Committee
The audit committee assists the board of directors in fulfilling its oversight responsibility over our financial reporting process. It is not the duty of the committee to plan or conduct audits or to prepare our financial statements. Management has the primary responsibility for preparing the financial statements and assuring their accuracy, effectiveness and completeness. Management is also responsible for the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for auditing our financial statements and internal control over financial reporting and expressing its opinion as to whether the statements present fairly, in accordance with accounting principles generally accepted in the United States, our financial condition, results of operations and cash flows. However, the audit committee does review and discuss the financial statements with management and the independent registered public accounting firm prior to the presentation of financial statements to our stockholders and, as appropriate, initiates inquiries into various aspects of our financial affairs.
Unless the committee has reason to question its reliance on management or the independent registered public accounting firm, the members of the committee necessarily rely on information provided to them by and on the representations made by management and the independent registered public accounting firm. Accordingly, the audit committee’s oversight does not provide an independent basis to determine that management has applied appropriate accounting and financial reporting principles. Furthermore, the audit committee’s authority and oversight responsibilities do not independently assure that the audits of our financial statements have been carried out in accordance with the standards of the Public Company Accounting Oversight Board or that the financial statements are presented in accordance with accounting principles generally accepted in the United States.
In this context, the committee has met and held discussions with management and the independent registered public accounting firm to review our audited 2019 consolidated financial statements (including the quality of our accounting principles). Management represented to the committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the committee consulted with management and the independent registered public accounting firm prior to approving the presentation of the audited 2019 consolidated financial statements to stockholders. The committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the U.S. Securities and Exchange Commission.

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The audit committee has discussed with the independent accountant the independent accountant’s independence from us and our management. As part of that review, the committee received the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence. Based on the reviews and discussions referred to above, the audit committee recommended to the board, and the board approved, our audited consolidated financial statements for the year ended December 31, 2019 for filing with the U.S. Securities and Exchange Commission as part of the Company’s Annual Report on Form 10-K. The committee has selected Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
Members of the Audit Committee
John R. Ferron (Chair) (served since his appointment in January 2019 as a committee member, and as a Chair since July 2019)
Andrew M. Baker (served since March 5, 2020)
John A. Meyer (served since March 5, 2020)
Jane Okun Bomba (served since March 5, 2020)
Robert G. Ashe (served through March 4, 2020)
John R. Harris (served from his appointment in July 2019 through March 4, 2020)
The Report of the Audit Committee does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any other filing by ServiceSource under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent ServiceSource specifically incorporates the Report of the Audit Committee by reference therein.
EXECUTIVE OFFICERS
The names of our executive officers, their ages, their positions with us, and other biographical information as of March 12, 2020, are set forth below. There are no family relationships among any of our directors or executive officers.
Gary B. Moore
Chief Executive Officer
 
Age: 70
Gary B. Moore has served as our Chief Executive Officer since December 2018, as the Executive Chairman of our board of directors since November 2018, and as a member of our board of directors since November 2016. He served from October 2012 to June 2015 as President and Chief Operating Officer of Cisco Systems, Inc., a global leader in networking and connectivity with more than $49 billion revenue and over 70,000 employees across more than 400 offices worldwide. Prior to his promotion to this role, Moore was named the first Chief Operating Officer in Cisco’s history in 2011 and joined Cisco in 2001 as Senior Vice President of the Advanced Services Division and ultimately went on to lead Cisco Global Services. Prior to joining Cisco, Moore was President and Chief Executive Officer of Netigy, a network consulting business. Moore began his career in 1973 at Electronic Data Systems (EDS) where he held a number of executive roles over a 26-year career. Additionally, Moore was a member of EDS’s Global Operations Council where he was responsible for multiple business units, including manufacturing, retail and distribution customers globally. Moore also led the formation of EDS’s joint venture with Hitachi Limited, Hitachi Data Systems, and served as its President and Chief Executive Officer during its initial three years of operations. Moore is a part-time Executive in Residence at The Ohio State University Fisher College of Business (“OSU”), working in the areas of Operational Excellence, Cyber Security and Mid-Market studies but he has not taught at OSU since becoming our Chief Executive Officer. In addition to the ServiceSource Board of Directors, Moore also serves on the board for Finjan Holdings, Inc. (Nasdaq: FNJN) and on KLA-Tencor Corporation’s (Nasdaq: KLAC) board as a member of the compensation committee. His past board involvement includes VCE, the Smithsonian Institution, Unigraphics Solutions, A.T. Kearney, Japan Systems Limited and Hitachi Data Systems. Moore’s experience also includes a four-year tour of duty with the U.S. Army.


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Deborah A. Dunnam
Chief Operating Officer
 
Age: 61
Deborah A. Dunnam has served as our Chief Operating Officer since November 2018 and as an Executive Vice President of the company since September 2018. She works across all functions in the organization to optimize and digitally transform the company’s solution set, service delivery model and client outcomes. Ms. Dunnam brings more than 35 years of domain expertise leading digital customer engagement, innovation, and transformation initiatives for cloud and software market leaders. From January 2016 to June 2018, she served as Corporate Vice President, Inside Sales, at Microsoft, leading the formation of a consultative digital sales capability for Microsoft across commercial segments, geographies and product lines. Ms. Dunnam’s approach leveraged leading-edge technology, world-class infrastructure, and a highly-trained specialist salesforce to create trusted partnerships with customers throughout their digital transformation journey. Prior to her role at Microsoft, Ms. Dunnam spent nearly a decade in various senior leadership roles at Cisco Systems, most recently as Senior Vice President, Worldwide Service Sales and Global Customer Success, from March 2012 to December 2015, where she oversaw a $12 billion organization. Previous to Cisco, Ms. Dunnam held Vice President roles at Dell Technologies, Hewlett Packard Enterprise and StayWell Health Management. She holds a B.B.A. in management from Northwood University.

Richard G. Walker
Chief Financial Officer

Age: 56
Richard G. Walker has served as our Chief Financial Officer since November 2018 and as a member of our board of directors since October 2017. In October 2016, he founded The Bison Group, LLC, a private partnership formed to identify and pursue acquisition opportunities in the information services category. Prior to founding The Bison Group, from April 2015 to December 2015, Mr. Walker was Executive Vice President – Strategy and Corporate Development for Ascent Capital Group, Inc. (Nasdaq: ASCMA). From December 2013 to December 2016, he served as a Director and Chairman of the Board of Trusted Media Brands, Inc. (formerly known as Readers Digest Association), where he supported a new Chief Executive Officer and executive leadership team in executing a successful three-year turnaround. Previous to Ascent, from 2006 to February 2014, Mr. Walker served as a core member of the executive leadership team at IHS (now IHS Markit Ltd. (Nasdaq: INFO)), where he was instrumental in driving the strategic direction, operational execution, and organic and acquisition-related growth of the business, including in roles as Executive Vice President and Chief Financial Officer and then as Executive Vice President of Global Finance. He is a member of the boards of directors of the Presidents Leadership Class at the University of Colorado, the Capuchin-Franciscans, and Cherry Hills Country Club. Mr. Walker holds a Bachelor of Arts. in Business Accounting from the University of Colorado at Boulder and began his career as a Certified Public Accountant with Arthur Andersen. He also obtained his Master of Business Administration. from the University of Denver Daniels College of Business.
 
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Compensation Discussion and Analysis describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last fiscal year to our Chief Executive Officer, our Chief Operating Officer, and our Chief Financial Officer (collectively referred to as our “named executive officers”) during 2019. Our named executive officers for 2019 are:
NameTitle
Gary B. MooreChief Executive Officer
Deborah A. DunnamChief Operating Officer
Richard G. WalkerChief Financial Officer




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This Compensation Discussion and Analysis is organized as follows:
Table of ContentsPage
The following discussion and analysis of compensation arrangements of our named executive officers for 2019 should be read together with the compensation tables and related disclosures presented below. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.
Business Performance
Fiscal 2019 was a year of transition for the Company. In late 2018, during a challenging year for our business, the board of directors determined it was critical to recruit an experienced, capable executive team to lead the Company’s turnaround. In late 2018, we appointed a new set of leaders consisting of individuals with proven track records of success, including our Chief Executive Officer, Gary Moore. Throughout their first full year with the Company, the leadership team identified a path forward to design for our long-term success. While we acknowledge challenges remain and that stockholder value restoration will be a multi-year process, the steps taken in 2019 established a foundation for the Company to be stronger and better positioned to deliver sustainable, profitable growth in the future.


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Business review
As one of the key priorities identified by Mr. Moore, he and the rest of the board of directors and management undertook a comprehensive analysis and review of our market opportunity, corporate strategy, and our financial and operational objectives. Through this review, the Company articulated our strategic priorities and turnaround objectives through the following four key pillars:
Pillar2019 Achievement
Inspire SuccessüStrong gains in employee satisfaction and loyalty metrics vs. 2018; average employee tenure increased from 2.4 years in December 2018 to 2.9 years in December 2019
üFirst time year-over-year increase in revenue per employee in Q4 2019 since Q2 2016
üWomen in leadership roles increased from ~20% in 2018 to ~33% in 2019
üEmployees collectively contributed over 13,000 hours to community projects through our Volunteer Time Off program
Impact ScaleüDeployed standardized end-to-end operating model, improving predictability and consistency for our clients
üOur top 10 clients have partnered with us for 8-14 years, with an average tenure of 10 years
üWe grew combined revenue for our top 10 clients by 1.1% in 2019
üMitigated churn risk by renewing or extending approximately 84% of the value up for renewal in 2019
Innovate SolutionsüRationalized internal tech stack and made significant transformation investments in our ecosystem
üReduced third-party vendor and consultant footprint and research and development spend by over 35% year-over-year
üBegan beta testing new solutions like click-to-renew capability, unique digital commerce solution, and CRM system-administration-as-a-service
Ignite SalesüTangible results and improvements in our commercial discipline, sales execution, and pipeline quality throughout the second half of 2019 driven by our go-to-market realignment, and sales leadership changes
ü3 new logo wins in 2019



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Stockholder Engagement and Say on Pay
Summary of Say on Pay and Responsiveness
Stockholder engagement is a key value and a significant part of our ongoing review of corporate governance and executive compensation practices. We actively seek feedback from our stockholders and key stakeholders. In light of our unacceptably low level of support for our say on 2018 pay vote and the Company’s leadership transition, we sought to fundamentally reassess our compensation programs. In the months following the 2019 annual meeting we actively solicited and sought feedback from stockholders to better understand their concerns and the factors that influenced their votes; we engaged in discussions with 8 of our top 10 stockholders, and engaged in discussions with stockholders representing approximately half of our market capitalization.
Percent of Top 10 Stockholders Engaged% of Stock Represented
70%~50%
Through this proactive engagement, we learned that stockholders understood the rationale of the actions taken in 2018 to incentivize our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer to join our Company but were displeased with our financial performance and the loss of stockholder value under the previous executive leadership team. We also gained valuable input on aspects of the compensation program that stockholders believed could be reviewed or improved upon to further tie the new executive team to the successful execution of our turnaround strategy.
Based on this engagement and the valuable constructive feedback received, our compensation committee engaged with our independent compensation consultant and made substantive changes and enhancements to our programs to better align with stockholder priorities and provide greater disclosure and transparency around these plans.


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WHAT WE HEARDWHAT WE DID
Introduce financial and performance metrics for named executive officer equity grantsü
For fiscal year 2020 equity awards, the compensation committee expects that executives will receive 50% PSUs and 50% time-based vesting RSUs
üThe compensation committee is considering rigorous financial and performance metrics for 2020 PSU goals, with the intent that such goals will align directly with stockholders
Set long-term performance goals for PSUsüPSUs measurement period will be increased to two years, compared to one-year periods used for historical awards; although the eventual goal is to shift to a three-year performance period, the compensation committee recognized two-year goals will be more meaningful given the current uncertainty in the business and challenges in long-term goal setting during this transformational period for our business
Create standardized vesting periods for executive awardsü
Going forward, all RSUs vest over three years and all PSUs will cliff vest after three years, contingent upon achievement of performance goals and continued service
Disclosure of bonus goalsü
Metric weighting disclosed in CD&A
ü
For 2019, our annual corporate incentive plan (“CIP”) bonus program was based on 100% objective goals, and we disclose performance targets as well as actual performance for Revenue and Adjusted EBITDA used in this year’s proxy
Further align incentive goals with metrics specific to ServiceSource’s businessü
20% of the 2019 annual CIP was tied to a Transformation Scorecard (strategic achievements specific to our business and directly related to our key pillars)
ü
CIP plan includes unique revenue and Transformation Scorecard goals to further reinforce the Company’s short-term strategic priorities
ü
Long-term PSUs are expected to be measured on financial and performance metrics to reflect the compensation committee’s belief that management’s turnaround efforts should lead to the restoration of stockholder value
Differentiate between short and long-term metricsü
Given its criticality and the compensation committee’s desire to focus management on bottom-line performance, Adjusted EBITDA is expected to remain in both short and long-term incentives; and PSUs are expected to include an additional performance metric


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2019 Compensation
At the 2019 annual meeting, we received unacceptably low support for the say on 2018 pay vote. Given poor results from the vote and the feedback received from stockholders during our extensive outreach process in 2019 (in which we held conversations with stockholders representing ~50% of our outstanding shares), the compensation committee embarked on a wholesale review and redesign of our executive compensation programs for fiscal 2020, and carefully considered pay actions in 2019 to ensure responsiveness to stockholders.
Executive Compensation Program Highlights
HighlightContext
No increases to salary or target bonus levels
The compensation committee decided to maintain salary and bonus targets set in 2018 given the Company’s business context and that Mr. Moore, Ms. Dunnam and Mr. Walker joined the company in late 2018
No equity awards made to any named executive officers
Given company performance context, stockholder feedback and dilution considerations, we determined not to make equity grants to our named executive officers in 2019

The compensation committee determined that executives continued to have meaningful stockholder alignment and retention incentives through the awards granted in late 2018
2019 bonus payout at 79.8% of target
Bonus targets for 2019 were set based on revenue and Adjusted EBITDA targets in-line with the Company’s turnaround strategy, as well as success against our key pillars
 
Although we made progress on our key pillars and financial performance, we ultimately came in below our goals, resulting in a below-target payout
Executive compensation program redesign for 2020
The compensation committee conducted a thorough review of executive incentive program design based on the Company’s strategic goals and stockholder feedback received during our extensive outreach process in 2019

Based on its review, the compensation committee determined to make material changes to the Company’s long-term incentive programs for 2020

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Compensation Philosophy
What We Do/ What We Don’t Do
Our pay-for-performance philosophy and executive compensation governance provides a framework for executives to achieve ServiceSource’s financial and strategic goals without encouraging excessive risk-taking in their business decisions. Key practices include:
What We DoüStrong pay-for-performance alignment, with compensation programs tying executives to operational and stockholder goals
üActively engage in year-round dialogue with our stockholders and incorporate feedback into our compensation program
ü
Significant portion of total named executive officer compensation is at risk
ü
Annual advisory vote on executive compensation
üStock ownership guidelines for all directors, named executive officers and Section 16 officers
üDouble-Trigger CIC vesting provisions, except as detailed in our employment agreement with Gary Moore, our Chairman and Chief Executive Officer
üUtilize the services of an independent compensation consultant retained directly by the compensation committee that does not perform other services for the Company
ü
Regularly assess the risk-reward balance of our compensation in order to mitigate risk in our compensation program
ü
Clawback of performance-based compensation in the event of a restatement of the Company’s financial results
What We Don't DoûNo severance payments to our Chief Executive Officer, Mr. Moore, other than in connection with a change-in-control
ûNo pension or retirement benefits for our named executives officers beyond our 401(k) plan
ûExecutives are prohibited from hedging/ pledging company stock
ûNo excessive perquisites
ûNo repricing of stock option awards
Program Overview
Our compensation philosophy is based on the following objectives and principles:
attract, retain and motivate top-level executive talent;
provide compensation levels and structures that are both fiscally responsible and competitive within our industry and geography;
create a culture in which executive compensation aligns with our overall philosophy and business model;
maintain simplicity, transparency and ease of administration; and
provide long-term, performance-based, equity incentive compensation to align the interests of our management team with those of our stockholders.


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Our Compensation Programs are Designed to Support the Philosophy Outlined Above:
SalaryüFixed compensation, payable in cash
üProvides executives with security and continuity in compensation
üKey component of attracting and retaining qualified executives
Annual CIPüVariable, cash-based compensation
üRigorous performance goals tied to financial and strategic performance
RSUs
(For 2020 Grants)
üThree-year vesting promotes long-term stability and retention of executives
üFosters ownership culture, aligning executives with stockholder interests
PSUs
(For 2020 Grants)
üThree-year cliff vesting creates meaningful long-term retention and performance incentive
üPayouts tied to rigorous multi-year financial and performance goals
2019 Compensation Program

Salary
Our salaries reflect the responsibilities of each named executive officer and the competitive market for comparable professionals in our industry. Base salaries and benefit packages are the fixed components of our named executive officers’ compensation and do not vary with Company performance. That said, no changes were made to salaries in 2019:
NameFiscal year 2019 salaryAnnualized fiscal year 2018 salaryIncrease
Gary B. Moore$750,000  $750,000  $—  
Deborah A. Dunnam$400,000  $400,000  $—  
Richard G. Walker$400,000  $400,000  $—  
Cash Incentives
Based on investor feedback and our go-forward strategy, our compensation committee restructured the 2019 CIP bonus design in order to further our pay-for-performance philosophy relative to our key pillars and to position the Company for the long-term. In order to support our long-term objectives of sustainable, profitable revenue growth, the compensation committee recognized a need to strengthen the fundamentals of the business. To that end, funding for the CIP bonus pool for 2019 was based on achievement of revenue, Adjusted EBITDA and Transformation Scorecard goals.
Revenue and Adjusted EBITDA were chosen as they reflect our key financial priorities; targets for both measures were set at a level designed to drive strong performance, but were also intended to recognize that the Company’s long-term success was incumbent on exiting suboptimal, lower-margin programs, which would put downward pressure on revenue and Adjusted EBITDA performance in the short-term, but position us for strong future growth.
In addition to financial performance, the Company identified strategic/ operational considerations that were integral to successfully executing on our key pillars (e.g., improving employee retention and reducing revenue churn). To reinforce the importance of executing in these areas, the compensation committee determined to explicitly tie executive bonus outcomes to five strategic goals in the Transformation Scorecard as described below.

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Fiscal Year 2019 CIP
ElementWeightingThresholdTargetMaximumActual
Bonus Earned(1)
Revenue35%$211M$235M$255M$216M20.0%
Adjusted EBITDA45%>$0.0M$2.0M$12.0M$4.2M51.8%  
Transformation Scorecard(2)
20%8.0%
Total100%79.8%
(1) Figures adjusted for rounding.
(2)See additional information under "Transformation Scorecard."
Transformation Scorecard
To further reinforce performance in support of our key pillars, the compensation committee worked with management to identify five strategic goals for the 2019 bonus Transformation Scorecard. The scorecard was worth 20% of each executive’s overall bonus opportunity, with each strategic goal weighted equally and funded on an ‘all or nothing’ basis. Our goals for 2019 are outlined below:
DSO Improvement
New Solution Bookings
Client Revenue Churn
Gross Margin
Employee Retention
For each strategic goal, we established objective, quantifiable targets at the beginning of 2019. While competitive considerations prevent us from sharing our targets explicitly, performance in 2019 resulted in 40% of the Transformation Scorecard bonus opportunity being earned (8% of the 20% scorecard weighting overall – see table above).
Based on performance outlined above, the CIP was achieved at 79.8%, and executives received the following payouts:
NameBonus TargetPerformanceActual Payout
Gary B. Moore$250,000  79.8%$199,610  
Deborah A. Dunnam$300,000  79.8%$239,532  
Richard G. Walker$300,000  79.8%$239,532  

Equity
As discussed above, the compensation committee determined to forego fiscal year 2019 equity grants to named executive officers based on the extensive dialogue we had with our stockholders and their feedback provided after the say on 2018 pay vote and the meaningful awards made in connection with their hiring in the second half of 2018.
In determining to forego grants in 2019, the compensation committee considered current outstanding equity holdings to ensure executives remained appropriately staked and aligned with stockholders, stockholder dilution considerations given stock price pressure.
2020 Equity Awards
In order to ensure retention of our named executive officers, the compensation committee believes that it would be advisable to grant equity awards to our named executive officers in the first quarter of 2020, as described under "Stockholder Engagement and Say on Pay - Summary of Say on Pay Responsiveness - What We Heard and What We Did," above.
In response to stockholder feedback and with more clarity around the Company’s strategy following the development of the key pillars, the compensation committee determined to deliver half of each named executive officer's 2020 equity grants in long-term PSUs. The expected PSU design is intended to balance a desire for long-term financial and stockholder goals with the difficulty of setting meaningful multi-year targets in the Company’s current business context.

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After thoroughly reviewing the Company’s intended business plans and in consideration of the volatility in the market, the compensation committee is considering a PSU design that it believes will be supportive of our business strategy as well as being responsive to feedback. We view the evolution of our compensation policies as a several year process, and despite being early in the turnaround process, the compensation committee feels it is imperative to have a portion of the equity incentive compensation for our named executive officers be based on performance metrics. We will continue to revisit and evolve the program as the business progresses and would aspire to make further adjustments (such as a shift to three-year performance targets, which are unique relative to short-term incentive and a shift to other financial metrics) as appropriate.
Compensation Decision Process
Peer Group
Benchmarking. In 2019, our compensation committee consulted with our independent compensation consultant to review the competitive positioning of our executive officers, which included a market analysis against our peer group shown below.

The compensation committee considered compensation data and practices at public technology companies comparable to us with respect to size, complexity, financial performance and stage of development. These peer companies were selected at the time as they had similar financial size and valuation range relative to ServiceSource, and included industry classifications of IT Services and Professional Services.
The resulting peers used in our compensation benchmarking include the following:
ExlService HoldingsPROS Holdings, Inc.
Fluent Inc.PRGX Global, Inc.
Harte HanksQuinStreet, Inc.
Model N, Inc.TechTarget, Inc.
Perficient, Inc.WNS (Holdings) Limited
PFSweb, Inc.Zuora Inc.
We did not explicitly tie compensation to a benchmark level for each member of our executive management team. Rather, we considered a number of individualized factors that are unique to our business, including individual performance, skill set, industry knowledge and experience, prior employment history, compensation at previous companies, recruiting efforts and negotiations, retention risk and an executive’s overall compensation level relative to his or her peers.
Roles
Role of the board of directors and compensation committee. The role of our compensation committee is to oversee our executive plans and policies, administer our equity plans and approve all compensation for our named executive officers. For a description of the composition of our compensation committee, see “Corporate Governance and Board of Directors – Board Committees – Compensation Committee.”
Role of Executive Officers. Our compensation committee generally seeks input from our Chief Executive Officer and our Chief Legal and People Officer when discussing executive performance and compensation levels for named executive officers (other than their own compensation). Our Chief Legal and People Officer has the responsibility of advising the compensation committee and coordinating with any third-party compensation advisors. The compensation committee also works with our Chief Financial Officer to evaluate the financial, accounting and tax implications. None of our named executive officers participates in deliberations regarding his or her own compensation. Our compensation committee charter also specifies that our compensation committee deliberates and determines compensation decisions related to our Chief Executive Officer in executive session, outside of the presence of the Chief Executive Officer.
Role of Compensation Advisors. Our compensation committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In 2019, the Company retained Semler Brossy Consulting Group LLC (“Semler Brossy”), as an independent compensation consulting firm to provide advice to the compensation committee with respect to executive compensation decisions and comparison benchmarking. Working with management, Semler Brossy met with our compensation committee and provided various recommendations. Pursuant to SEC rules, our compensation committee has assessed the independence of Semler Brossy, and concluded that no conflict of interest exists that would prevent Semler Brossy from independently representing the compensation committee. Semler Brossy does not perform other services for us, and will not do so without the prior consent of the compensation committee. Our compensation committee intends periodically to review the need to independently retain a compensation consultant.

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Other Elements
Employee Benefits
We provide our employees with retirement, health and welfare benefits, such as our group health insurance plans, 401(k) retirement plan, life, disability and accidental death insurance plans and our 2011 Employee Stock Purchase Plan. Those plans, which are available to all employees including our named executive officers, are designed to provide a stable array of support to our employees and their families and are not performance-based. Our benefits programs are generally established and adjusted by our human resources department with approval, as necessary, from senior management, the compensation committee, or the board of directors, as appropriate.
Employment Agreements
We have entered into employment agreements with our named executive officers, and these employment agreements contain severance and change of control benefits in favor of our named executive officers. These employment agreements were an integral part of the decision-making process for our named executive officers to join our Company.
We also enter into separation agreements with our named executive officers from time to time that provide for defined separation dates, specification of the continuing role of such executives prior to separation, including, in some cases, consulting services that the individual will provide to us post-separation from employment. These separation agreements typically provide for specified payment of compensation or severance benefits, and all such payments are subject to an effective release agreement from such individual.
All of these employment and separation agreements are discussed in more detail in the “Executive Compensation – Employment Agreements, Separation Agreements and Potential Payments upon Termination or Change of Control” section below. We believe that these agreements are an important recruitment and retention tool and will incent the named executive officers to maintain continued focus and dedication to their assigned duties to maximize stockholder value, or to assist in an orderly transition of responsibilities for those executives who leave our employment while reducing the risk of any potential disputes. The terms of these agreements were determined after review by the compensation committee of our retention and transition goals for each named executive officer, as well as analysis of market data, similar agreements established in our industry. These agreements were also the result of negotiations with the executives.
Other Compensation Matters and Policies
Tax and Accounting Considerations
Internal Revenue Code Section 162(m) limits the amount that we may deduct for compensation paid to our Chief Executive Officer and to each of our four most highly compensated officers to $1 million per person, unless certain exemption requirements are met. Exemptions to this deductibility limit may be made for various forms of “performance-based” compensation. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed under the 2017 Tax Cuts and Jobs Act, effective for taxable years beginning after December 31, 2017. As a result, compensation paid to our “covered employees” under Section 162(m), including our Chief Executive Officer, Chief Financial Officer, and three other highest-paid officers, in excess of $1 million will not be deductible unless it qualifies for transition relief which grandfathers compensation paid under written binding contracts in effect on November 2, 2017. We expect that equity awards granted or other compensation provided under arrangements entered into or materially modified after November 2, 2017 generally will not be deductible to the extent they result in compensation to certain executive officers that exceeds $1 million in any one year for any such officer. Although the compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, the compensation committee intends to maintain an approach to executive compensation that follows our pay-for-performance philosophy.
Section 409A of the Internal Revenue Code imposes additional significant taxes in the event that an executive officer, director or other service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Although we do not maintain traditional nonqualified deferred compensation plans, Section 409A may apply to certain arrangements we enter into with our executive officers, including our change of control severance arrangements. Consequently, to assist in avoiding additional tax under Section 409A, our intent is to design any such arrangements in a manner to avoid the application of Section 409A.

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Stock Ownership Guidelines
Our named executive officers and non-management directors are subject to stock ownership guidelines, which we updated in 2020. The current levels are as follows:
PositionMultiple of Base Salary OR Minimum Share Amount (whichever is lower)
Chief Executive Officer5 times/250,000 shares
Chief Operating Officer and Chief Financial Officer3 times/150,000 shares
Non-management Directors5 times annual cash retainer/200,000 shares

Our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and non-management directors have five years from the time they are elected or appointed, to meet these guidelines, subject to additional holding requirements in the event the holding requirement is not timely met.
Policy against Hedging/Pledging
Our Insider Trading Policy prohibits any of our named executive officers from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to our stock. Our policy also prohibits any of our named executive officers from pledging our securities as collateral for loans or holding our securities in margin accounts.
Risk Assessment and Clawback Policy
The compensation committee believes that although a portion of compensation provided to our executive officers is performance-based, our compensation programs do not encourage excessive or unnecessary risk taking. In fact, the design of our compensation programs encourages our executives to remain focused on both short-term and long-term strategic goals. In addition, in 2020 our board of directors adopted a clawback policy, so in the event of a restatement of the Company’s financial results (other than a restatement caused by a change in applicable accounting rules or interpretations, or an administratively required restatement such as in connection with a stock combination or split) and any performance-based compensation paid to an executive officer would have been a lower amount if calculated based on the restated results, and such executive officer engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement, the Company will seek to recover for the Company the after-tax portion of the awarded compensation and the compensation that should have been paid based on the restated results.
Compensation Committee Report
The compensation committee oversees our compensation policies, plans, and benefit programs. The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the compensation committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
Members of the Compensation Committee
Jane Okun Bomba (Chair) (served since March 5, 2020)
John R. Ferron (served since March 5, 2020)
John R. Harris (served since March 5, 2020)
Bruce W. Dunlevie (served through March 4, 2020)
Thomas F. Mendoza (served through March 4, 2020)

The Report of the Compensation Committee does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing by ServiceSource under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent ServiceSource specifically incorporates the Report of the Compensation Committee by reference therein.


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Summary Compensation Table
The following table provides information regarding the compensation of our named executive officers during the years ended December 31, 2019 and 2018:
Name and
Principal Position

Year
Salary
 
Bonus(1)
Stock
Awards(2)
Option
Awards(2)
Non-Equity
CIP(3)
All Other
Compensation(4)
Total
Gary B. Moore
Chief Executive Officer
2019$750,000  $—  $—  $—  $199,610  $54,250  $1,003,860  
2018$66,346  
(5)
$150,000  $741,464  $622,400  $—  $53,125  $1,633,335  
Deborah A. Dunnam
Chief Operating Officer
2019$400,000  $—  $—  $—  $239,532  $57,000