DEF 14A 1 tm212503-2_def14a.htm DEF 14A tm212503-2_def14a - block - 13.6094563s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐    Preliminary Proxy Statement
☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒    Definitive Proxy Statement
☐    Definitive Additional Materials
☐    Soliciting Material under §240.14a-12
TALEND S.A.
(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)(1) and 0-11.
(1)    Title of each class of securities to which transaction applies:
(2)    Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)    Proposed maximum aggregate value of transaction:
(5)    Total fee paid:
☐    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.
(1)    Amount Previously Paid:
(2)    Form, Schedule or Registration Statement No.:
(3)    Filing Party:
(4)    Date Filed:

 
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TALEND S.A.
5-7 rue Salomon de Rothschild,
92150 Suresnes, France
NOTICE OF ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS
To Be Held at 2:30 p.m. Paris Time on Tuesday, June 29, 2021
Dear Shareholders of Talend S.A.:
The 2021 Annual Combined General Meeting of shareholders (the “Annual General Meeting”) of Talend S.A. (the “Company”), a French société anonyme, will be held on Tuesday, June 29, 2021 at 2:30 p.m. Paris time, at 5-7 rue Salomon de Rothschild, 92150 Suresnes, France,* for the following purposes, as more fully described in the accompanying proxy statement:
Within the authority of the Ordinary Shareholders’ Meeting:
1.
To ratify the provisional appointment of Ms. Elissa Fink as Director;
2.
To ratify the provisional appointment of Mr. Ryan Kearny as Director;
3.
To renew the term of office of Mr. Ryan Kearny as Director;
4.
To renew the term of office of Mr. Patrick Jones as Director;
5.
To renew the term of office of Ms. Christal Bemont as Director;
6.
To approve, on an advisory basis, the compensation of our named executive officers;
7.
To approve the statutory financial statements for the year ended December 31, 2020;
8.
To allocate earnings for the year ended December 31, 2020;
9.
To approve the consolidated financial statements for the year ended December 31, 2020 prepared in accordance with IFRS;
10.
To approve an indemnification agreement entered into with Ms. Elissa Fink (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code);
11.
To approve an indemnification agreement entered into with Mr. Ryan Kearny (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code);
12.
To approve a consulting agreement entered into with Mr. Michael Tuchen (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code);
*
We are monitoring the situation regarding COVID-19 (Coronavirus) closely and we will monitor the need to potentially alter the date, time or location of the Annual General Meeting or switch to a virtual meeting format as provided by government ordinance n°2020-321 dated 25 March 2020 and decree n°2020-418 dated 10 April 2020 as prorogated by decree n°2021-255 dated 9 March 2021, issued upon authorization of the health emergency law n°2020-290 dated 23 March 2020, as amended. If we take any of these or other steps, we will announce the decision to do so in advance by a press release and the filing of additional proxy materials with the Securities and Exchange Commission. Please monitor our website at https://investor.talend.com for updated information and if you intend to attend the meeting in person, please check the website in advance of the meeting.
 

 
13.
To approve a separation agreement and release entered into with Mr. Laurent Bride (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code);
14.
To ratify the selection of KPMG LLP as the independent registered public accountant for the Company for the fiscal year ending December 31, 2021 with respect to the Company’s financial statements prepared in accordance with generally accepted accounting principles in the United States for SEC reporting purposes;
Within the authority of the Extraordinary Shareholders’ Meeting:
15.
To delegate authority to the board of directors to grant existing and/or newly issued free shares of the Company to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code;
16.
To delegate authority to the board of directors to issue share warrants (bons de souscription d’actions), without shareholders’ preferential subscription right, for the benefit of a category of persons meeting certain characteristics;
17.
To delegate authority to the board of directors to grant options to subscribe for new ordinary shares or options to purchase ordinary shares of the Company, pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-180 et seq. of the French Commercial Code;
18.
To limit the amount of issues under Proposal Nos. 15, 16 and 17; and
19.
To delegate authority to the board of directors to increase the share capital by way of the issue of shares of the Company to participants in a company savings plan (plan d’épargne d’entreprise) established in accordance with Articles L. 3332-1 et seq. of the French Labor Code.
These proxy materials will be mailed by JPMorgan Chase Bank, N.A. (the “Depositary”) on or about May 21, 2021 to all holders of the Company’s American Depositary Shares (“ADSs”), each representing one ordinary share of the Company, having a nominal value of €0.08 per share (the “Ordinary Shares” or “Shares”). These proxy materials will be mailed by our registrar BNP Paribas Securities Services on or about June 11, 2021 to all holders of the Company’s Ordinary Shares.
If you are a holder of Ordinary Shares at 12:00 a.m., Paris time, on June 25, 2021, you will be eligible to vote at the Annual General Meeting. You may (i) vote in person at the Annual General Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union. If you vote in advance of the Annual General Meeting by submitting your proxy card, you will not be able to change your vote and you will not be able to vote in person at the meeting.
If you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank, or other nominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary Shares, and not ADS holders, are entitled to vote directly at the Annual General Meeting. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting as May 14, 2021 (the “ADS Record Date”). If you wish to have your votes cast at the meeting, you must obtain, complete and timely return a voting instruction form from the Depositary, if you are a registered holder of ADSs, or from your broker, bank, or other nominee in accordance with any instructions provided therefrom.
YOUR VOTE IS IMPORTANT. Please read the proxy statement and the accompanying materials. Whether or not you plan to attend the Annual General Meeting in person, and no matter how many Ordinary
 

 
Shares or ADSs you own, please submit your proxy card or voting instruction form, as applicable, in accordance with the procedures described above.
We appreciate your continued support of Talend S.A. and look forward to either greeting you personally at the Annual General Meeting or receiving your proxy.
By order of the board of directors,
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Christal Bemont
Chief Executive Officer
April 29, 2021
 

 
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TALEND S.A.
PROXY STATEMENT
FOR THE 2021 ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS
To Be Held at 2:30 p.m. Paris Time on Tuesday, June 29, 2021
This proxy statement and the enclosed form of proxy are furnished to holders of ordinary shares, nominal value €0.08 per share (“Ordinary Shares”), and American Depositary Shares, each representing one Ordinary Shares (“ADSs”), in connection with the solicitation of proxies by our board of directors for use at the 2021 Annual Combined General Meeting of shareholders of Talend S.A. (the “Company”), a French société anonyme, and any postponements, adjournments or continuations thereof (the “Annual General Meeting”). The Annual General Meeting will be held on Tuesday, June 29, 2021 at 2:30 p.m. Paris time, at 5-7 rue Salomon de Rothschild, 92150 Suresnes, France. We are monitoring the situation regarding COVID-19 (Coronavirus) closely and we will monitor the need to potentially alter the date, time or location of the Annual General Meeting or switch to a virtual meeting format as provided by government ordinance n°2020-321 dated 25 March 2020 and decree n°2020-418 dated 10 April 2020 as prorogated by decree n°2021-255 dated 9 March 2021, issued upon authorization of the health emergency law n°2020-290 dated 23 March 2020, as amended. If we take any of these or other steps, we will announce the decision to do so in advance by a press release and the filing of additional proxy materials with the Securities and Exchange Commission (“SEC”). Please monitor our website at https://investor.talend.com for updated information and if you intend to attend the meeting in person, please check the website in advance of the meeting.
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on June 29, 2021:
The proxy statement and annual report are available at
https://investor.talend.com/shareholder-services/annual-meeting
This proxy statement is being furnished to you by the board of directors of the Company to solicit your proxy to vote your ordinary shares at our 2021 Annual General Meeting. The Annual General Meeting will be held on June 29, 2021 at 2:30 p.m., local time, at 5-7 rue Salomon de Rothschild, 92150 Suresnes, France. This proxy statement and the accompanying proxy card are first being mailed on or about June 11, 2021 to holders of our Ordinary Shares. JPMorgan Chase Bank N.A., as the depositary (the “Depositary”), or a broker, bank, or other nominee, will provide the proxy materials to holders of ADSs. We expect the Depositary will mail the proxy materials to ADS holders on or about May 21, 2021.
 
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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.
What does a Talend ADS represent?
Each ADS represents one Ordinary Share of Talend S.A. Each Ordinary Share is entitled to one vote.
As of March 31, 2021, 32,572,335 Ordinary Shares were outstanding, of which 32,496,918 were represented by ADSs.
If you hold ADSs, how do your rights differ from those who hold Ordinary Shares?
ADS holders do not have the same rights as holders of our Ordinary Shares. French law governs the rights of holders of our Ordinary Shares. The deposit agreement among the Company, the Depositary and holders of ADSs, and all other persons directly and indirectly holding ADSs, sets out the rights of ADS holders as well as the rights and obligations of the Depositary. Each ADS represents one Ordinary Share (or a right to receive one Ordinary Share) deposited with the principal Paris office of BNP Paribas Securities Services as custodian for the Depositary under the deposit agreement or any successor custodian. Each ADS also represents any other securities, cash or other property which may be held by the Depositary in respect of the depositary facility. The Depositary is the holder of the Ordinary Shares underlying the ADSs. The Depositary’s corporate trust office at which the ADSs are administered is located at 500 Stanton Christiana Road — NCC5, FL2 — Newark, Delaware 19713. The Depositary’s principal executive office is located at 383 Madison Avenue, Floor 11, New York, New York, 10179.
What matters will be voted at the Annual General Meeting?
There are 19 proposed resolutions (the “Proposals”) scheduled to be considered and voted on at the Annual General Meeting:
Within the authority of the Ordinary Shareholders’ Meeting:
1.
To ratify the provisional appointment of Ms. Elissa Fink as Director;
2.
To ratify the provisional appointment of Mr. Ryan Kearny as Director;
3.
To renew the term of office of Mr. Ryan Kearny as Director;
4.
To renew the term of office of Mr. Patrick Jones as Director;
5.
To renew the term of office of Ms. Christal Bemont as Director;
6.
To approve, on an advisory basis, the compensation of our named executive officers;
7.
To approve the statutory financial statements for the year ended December 31, 2020;
8.
To allocate earnings for the year ended December 31, 2020;
9.
To approve the consolidated financial statements for the year ended December 31, 2020 prepared in accordance with IFRS;
10.
To approve an indemnification agreement entered into with Ms. Elissa Fink (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code);
11.
To approve an indemnification agreement entered into with Mr. Ryan Kearny (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code);
 
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12.
To approve a consulting agreement entered into with Mr. Michael Tuchen (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code);
13.
To approve a separation agreement and release entered into with Mr. Laurent Bride (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code);
14.
To ratify the selection of KPMG LLP as the independent registered public accountant for the Company for the fiscal year ending December 31, 2021 with respect to the Company’s financial statements prepared in accordance with generally accepted accounting principles in the United States for SEC reporting purposes;
Within the authority of the Extraordinary Shareholders’ Meeting:
15.
To delegate authority to the board of directors to grant existing and/or newly issued free shares of the Company to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code;
16.
To delegate authority to the board of directors to issue share warrants (bons de souscription d’actions), without shareholders’ preferential subscription right, for the benefit of a category of persons meeting certain characteristics;
17.
To delegate authority to the board of directors to grant options to subscribe for new ordinary shares or options to purchase ordinary shares of the Company, pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-180 et seq. of the French Commercial Code;
18.
To limit the amount of issues under Proposal Nos. 15, 16 and 17; and
19.
To delegate authority to the board of directors to increase the share capital by way of the issue of shares of the Company to participants in a company savings plan (plan d’épargne d’entreprise) established in accordance with Articles L. 3332-1 et seq. of the French Labor Code.
What if another matter is properly brought before the meeting?
At this time, the board of directors is unaware of any matters to be presented at the Annual General Meeting, other than as set forth above and the possible additional shareholder resolutions that may properly be submitted before the Annual General Meeting in accordance with applicable French law.
Holders of Ordinary Shares:   To address the possibility of another matter being presented at the Annual General Meeting, holders of Ordinary Shares who choose to vote by mail may use their proxy card to (i) abstain from voting on such matters, (ii) vote “AGAINST” on such matters, (iii) grant a proxy to the chairman of the Annual General Meeting to vote on any new matters that are proposed during the meeting, or (iv) grant a proxy to another shareholder, a spouse or a partner with whom the holder of Ordinary Shares is in a civil union to vote on such matters. If no instructions are given with respect to matters about which we are currently unaware, your Ordinary Shares will not be voted on such matters.
If a holder of Ordinary Shares chooses to grant a proxy to the chairman of the Annual General Meeting, with respect to either all matters or only any additional matters not disclosed in this proxy statement, the chairman of the Annual General Meeting shall issue a vote in favor of adopting such undisclosed resolutions submitted or approved by the board of directors and a vote against adopting any other such undisclosed resolutions.
Holders of ADSs:   Ordinary Shares underlying ADSs will not be voted on any matter not disclosed in the proxy statement.
How does the board of directors recommend I vote on these proposals?
The board of directors recommends that you vote:

“FOR” the nominees of the board of directors in Proposal Nos. 1 to 5 and “FOR” each of Proposal Nos. 6 to 19.
 
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Who is entitled to vote at the Annual General Meeting?
Holders of record of Ordinary Shares at 12:00 a.m., Paris time, on June 25, 2021 will be eligible to vote at the Annual General Meeting. In deciding all matters at the Annual General Meeting, each shareholder will be entitled to one vote for each share of our Ordinary Shares held by them on the record date. We do not have cumulative voting rights for the election of directors.
If you are a registered holder of the ADSs on the books of JPMorgan Chase Bank, N.A. on May 14, 2021 (the “ADS Record Date”), then at or prior to 12:00 p.m. E.T. on June 22, 2021, you may provide instructions to the Depositary as to how to vote the Ordinary Shares underlying your ADSs on the issues set forth in this proxy statement. The Depositary will mail you a voting instruction card if you hold ADSs in your own name on the Depositary’s share register (“Registered Holders”). If, however, on the ADS Record Date you held your ADSs through a bank, broker, custodian or other nominee/agent (“Beneficial Holders”), it is anticipated that such bank, broker, custodian or nominee/agent will forward voting instruction forms to you.

Registered Holders.   Registered holders of ADSs must complete, sign, and return a Voting Instruction Form to be actually received by the Depositary on or prior to 12:00 p.m. E.T. on June 22, 2021.

Beneficial Holders.   If our ADSs are held on your behalf in a stock brokerage account or by a bank, or other nominee, you are considered the beneficial owner of those ADSs held in “street name,” and this proxy statement was forwarded to you by your broker or nominee. A holder of ADSs held through a broker, bank, or other nominee (a “beneficial holder of ADSs”) should follow the instructions that its broker, bank, or other nominee provides to vote the Ordinary Shares underlying its ADSs. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting on May 14, 2021.
How will my Ordinary Shares be voted if I do not vote?
If you hold Ordinary Shares and do not (i) vote in person at the Annual General Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union, your Ordinary Shares will not be counted as votes cast and will have no effect on the outcome of the vote with respect to any matter.
If you hold Ordinary Shares and grant your voting proxy directly to the chairman of the Annual General Meeting without specifying how you wish to vote with respect to a particular matter, your Ordinary Shares will be voted in accordance with the board of directors’ recommendations.
If you own Ordinary Shares in “street name” through a broker, bank, or other nominee and you do not direct your broker how to vote your shares on the proposals, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is referred to as a broker non-vote. We believe that Proposal No. 14 — ratification of our registered independent public accounting firm — is a routine matter on which brokers can vote on behalf of clients if clients do not furnish voting instructions. However, we believe the remaining proposals are non-routine matters and your broker cannot vote your shares for which you have not provided voting instructions. Broker non-votes on a particular proposal will not be counted as votes cast and will have no effect on the outcome of the vote with respect to such matter.
How will the Ordinary Shares underlying my ADSs be voted if I do not provide voting instructions to the Depositary or my broker, bank, or other nominee?
With respect to Ordinary Shares represented by ADSs for which no timely voting instructions are received by the Depositary from a holder of ADSs, the Depositary shall not vote such Ordinary Shares. The Depositary will not itself exercise any voting discretion in respect of any Ordinary Shares.
If you own ADSs in “street name” through a broker, bank, or other nominee and you do not direct your broker how to instruct the Depositary how to vote the Ordinary Shares represented by your ADSs on
 
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the proposals, your shares will not be voted on any proposal on which the broker does not have discretionary authority to provide voting instructions to the Depositary. This is referred to as a broker non-vote. We believe that Proposal No. 14 — ratification of our registered independent public accounting firm — is a routine matter on which brokers can provide voting instructions to the Depositary on behalf of clients if clients do not furnish voting instructions. However, we believe the remaining proposals are non-routine matters and your broker cannot provide voting instructions to the Depositary with respect to how to vote the Ordinary Shares represented by your ADSs for which you have not provided voting instructions. Broker non-votes on a particular proposal will not be counted as votes cast and will have no effect on the outcome of the vote with respect to such matter.
How will my Ordinary Shares be voted if I grant my proxy to the chairman of the Annual General Meeting?
If you are a holder of Ordinary Shares and you grant your proxy to the chairman of the Annual General Meeting, the chairman of the Annual General Meeting will vote your Ordinary Shares in accordance with the board of directors’ recommendations. As a result, your Ordinary Shares would be voted “FOR” the nominees of the board of directors in Proposal Nos. 1 to 5 and “FOR” each of Proposal Nos. 6 to 19.
How many votes are needed for approval of each proposed resolution?

Proposal Nos. 1 to 14:   The affirmative vote of a majority of the total number of votes cast is required for the election of each director nominee in Proposal Nos. 1 to 5 and for the approval of each matter described in Proposal Nos. 6 to 14. Under French law, this means that the votes cast “FOR” a nominee must exceed the aggregate of the votes cast “AGAINST” that nominee, and the votes cast “FOR” a resolution must exceed the aggregate of the votes cast “AGAINST” that resolution.

Proposal Nos. 15 to 19:   For approval of Proposal Nos. 15 through 19, the affirmative vote of two-thirds of the total number of votes cast is required.
What is an “abstention” and how would it affect the vote?
With respect to Ordinary Shares, an “abstention” occurs when a shareholder votes by mail with instructions to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter.
With respect to ADSs, an abstention occurs when a holder of ADSs sends proxy instructions to the Depositary to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter.
Abstentions by holders of Ordinary Shares or by holders of ADSs will not be counted toward a quorum and will not be counted as votes cast and will have no effect on the outcome of the vote on matters on which a holder has abstained.
Who will count the votes at the Annual General Meeting?
Representatives of BNP Paribas Securities Services will tabulate the votes and act as inspectors of election.
What are the quorum requirements for the Proposals?
A quorum is the minimum number of shares required to be present at the Annual General Meeting for the Annual General Meeting to be properly held under our By-laws and French law.
The presence, in person or by proxy, of one-third of all issued and outstanding shares of our Ordinary Shares entitled to vote at the Annual General Meeting on the decisions within the authority of the Ordinary Shareholders’ Meeting (i.e., Proposal Nos. 1 to 14) and of one-third of all issued and outstanding shares of our Ordinary Shares entitled to vote at the Annual General Meeting on the decisions within the authority of the Extraordinary Shareholders’ Meeting (i.e., Proposal Nos. 15 to 19) will constitute a quorum at the Annual General Meeting.
 
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How can I vote my Ordinary Shares or ADSs?
If you hold Ordinary Shares, whether in registered or bearer form, you have the right to (i) vote in person at the Annual General Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union, provided in each case that you are the holder of record of such Ordinary Shares at 12:00 a.m., Paris time, on June 25, 2021. You may vote in person at the Annual General Meeting so long as you do not submit your proxy card by mail or appoint a proxy in advance of the meeting. If you would like to submit your proxy card by mail and you are a registered holder of our Ordinary Shares, then you should mark the proxy card provided to you, date, and sign, and return it, in accordance with the instructions. In case your Ordinary Shares are in bearer form, your authorized intermediary must first request a proxy card from BNP Paribas Securities Services. Then, mark the proxy card, date, and sign, and return it, all in accordance with the instructions. If you choose to vote by mail, however, your proxy card must be received by BNP Paribas Securities Services by June 25, 2021 in order to be taken into account. So long as BNP Paribas Securities Services receives your proxy card by that date, your shares, subject to French law, will be voted in accordance with your instructions. If you cast your vote by appointing the chairman of the Annual General Meeting as your proxy, the chairman of the Annual General Meeting will vote your Ordinary Shares in accordance with the board of directors’ recommendations. If you appoint another shareholder, your spouse, or your partner with whom you are in a civil union to act as your proxy, such proxy must be written and made known to the Company.
If you are a holder of ADSs, you may give voting instructions to the Depositary or your broker, bank, or other nominee, as applicable, with respect to the Ordinary Shares underlying your ADSs. If you held ADSs as of the ADS Record Date, you have the right to instruct the Depositary — if you held your ADSs directly — or the right to instruct your broker, bank, or other nominee — if you held your ADSs through such intermediary — how to vote. So long as the Depositary receives your voting instructions on or prior to 12:00 p.m., Eastern Time, on June 22, 2021, it will, to the extent practicable and subject to French law and the terms of the deposit agreement, vote the underlying Ordinary Shares as you instruct. If your ADSs are held through a broker, bank, or other nominee, such intermediary will provide you with instructions on how you may give voting instructions with respect to the Ordinary Shares underlying your ADSs. Please check with your broker, bank, or other nominee, as applicable, and carefully follow the voting procedures provided to you.
As an ADS holder, you will not be entitled to vote in person at the Annual General Meeting. To the extent you provide the Depositary or your broker, bank, or other nominee, as applicable, with voting instructions, the Depositary will vote the Ordinary Shares underlying your ADSs in accordance with your instructions.
You also may exercise the right to vote the Ordinary Shares underlying your ADSs by surrendering your ADSs and withdrawing the Ordinary Shares represented by your ADSs pursuant to the terms described in the deposit agreement. However, it is possible that you may not have sufficient time to withdraw your Ordinary Shares and vote them at the upcoming Annual General Meeting as a holder of record of Ordinary Shares. Holders of ADSs may incur additional costs associated with the surrender and withdrawal process.
Can I revoke my proxy and change my vote?
If you hold Ordinary Shares and submit your proxy card to vote by mail or appoint a proxy in advance of the meeting, you will not be able to revoke your proxy and change your vote.
If you hold ADSs, directly or through a broker, bank, or other nominee, you must follow the instructions provided by the Depositary or such broker, bank, or other nominee if you wish to revoke your proxy and change your vote. The last instructions you submit prior to the deadline indicated by the Depositary or the broker, bank, or other nominee, as applicable, will be used to instruct the Depositary how to vote the Ordinary Shares underlying your ADSs.
Who may attend the Annual General Meeting?
Holders of Ordinary Shares as of 12:00 a.m., Paris time, on June 25, 2021, or their duly appointed proxies, may attend the Annual General Meeting. Holders of Ordinary Shares may request an admission
 
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card for the Annual General Meeting by checking the appropriate box on the proxy form, dating and signing it, and returning the proxy form by regular mail or may present evidence of their status as a shareholder at the Annual General Meeting as of 12:00 a.m., Paris time, on June 25, 2021.
Holders of ADSs will not be able to attend the Annual General Meeting.
Can I vote in person at the Annual General Meeting?
If you hold Ordinary Shares as of 12:00 a.m., Paris time, on June 25, 2021 you may vote in person at the Annual General Meeting unless you submit your proxy or voting instructions prior to the Annual General Meeting.
If you hold ADSs, you will not be able to vote the Ordinary Shares underlying your ADSs in person at the Annual General Meeting.
Why would you hold a virtual Annual General Meeting?
For the health and wellbeing of our employees and shareholders and due to the public health impact of COVID-19, we are planning for the possibility that the Annual General Meeting may be held virtually. If we take any of these steps, we will announce the decision to do so in advance by a press release and the filing of additional proxy materials with the SEC. Please monitor our website at https://investor.talend.com for updated information and if you intend to attend the meeting in person, please check the website in advance of the meeting. We may decide to hold a virtual meeting this year because of the public health risks associated with gathering our management, directors, and shareholders for an in-person meeting during the COVID-19 pandemic.
From whom will I receive proxy materials for the Annual General Meeting?
If you hold Ordinary Shares in registered form (forme nominative) with our registrar, BNP Paribas Securities Services, you are considered the shareholder of record with respect to those Ordinary Shares and will receive these proxy materials directly from BNP Paribas Securities Services.
If you hold Ordinary Shares in bearer form (forme au porteur), you are considered the beneficial owner of those Ordinary Shares and will receive these proxy materials from your authorized intermediary.
If you hold ADSs in your own name registered on the books of the Depositary, you are considered the registered holder of the ADSs and will receive these proxy materials from the Depositary. If you hold ADSs through a broker, bank, or other nominee, you are considered the beneficial owner of the ADSs and you will receive the proxy materials from your broker, bank, or other nominee.
How are proxies solicited for the Annual General Meeting?
Our board of directors is soliciting proxies for use at the Annual General Meeting. All expenses associated with this solicitation will be borne by us. Copies of solicitation materials will also be made available upon request to brokers, banks, and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks, or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, and employees.
No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners. We have retained Saratoga Proxy Consulting, LLC to help us solicit proxies. We expect to pay Saratoga Proxy a fee of approximately $30,000 for its services and will reimburse Saratoga Proxy for reasonable costs and expenses.
We will make arrangements with the Depositary, brokers, banks, and other nominees for the forwarding of solicitation material to the direct and indirect holders of ADSs, and we will reimburse the Depositary and such intermediaries for their related expenses.
 
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Where can I find the voting results of the Annual General Meeting?
We will announce preliminary voting results at the Annual General Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual General Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual General Meeting, then we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.
I share an address with another holder of ADSs and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, ADS holders of record who have the same address and last name and have not previously requested electronic delivery of proxy materials will receive a single envelope containing the proxy materials for all ADS holders having that address. This procedure reduces our printing costs, mailing costs, and fees. Upon written or oral request, we will deliver promptly a separate copy of the proxy materials to any ADS holder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if an ADS holder is receiving multiple copies, to request that we only send a single copy of our proxy materials, such ADS holder may contact us at the following address:
Talend S.A.
Attention: Corporate Legal Group
5-7 rue Salomon de Rothschild
92150 Suresnes, France
Email: ir@talend.com
ADS holders who beneficially own ADSs held in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
Where can I find documents referenced in this proxy statement?
An English translation of the full text of the resolutions to be submitted to shareholders at the Annual General Meeting is included in Annex A of this proxy statement and this proxy statement will be accompanied by the Company’s Annual Report on Form 10-K, which includes the consolidated financial statements of the Company for the fiscal year ended December 31, 2020 presented in accordance with generally accepted accounting principles in the United States. The Company’s Annual Report on Form 10-K was filed with the SEC on March 1, 2021 and is available on our website at https://investor.talend.com. In addition, once available, the following documents will be posted on our website at https://investor.talend.com: (i) an English translation of the statutory financial statements of the Company for the fiscal year ended December 31, 2020 prepared in accordance with generally accepted accounting principles as applied to companies in France, and the accompanying management report and auditors’ report; (ii) an English translation of the consolidated financial statements of the Company for the fiscal year ended December 31, 2020 prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and the accompanying management report and auditors’ report; (iii) an English translation of the report of the board of directors; and (iv) an English translation of the special report of the statutory auditors concerning the related party transactions being presented to shareholders for approval in Proposal Nos. 10 to 13.
You may obtain additional information, which we make available in accordance with French law, by contacting the Company’s Legal Group at Talend S.A., 5-7 rue Salomon de Rothschild, 92150 Suresnes, France, or by emailing ir@talend.com. Such additional information includes, but is not limited to, the statutory auditors’ reports referenced in the resolutions described below.
What is the deadline to propose actions for consideration at next year’s Annual General Meeting of shareholders or to nominate individuals to serve as directors?
Shareholder Proposals
Any holder of ADSs and/or Ordinary Shares desiring to present a resolution for inclusion in the Company’s proxy statement for the 2022 Annual General Meeting of shareholders must deliver such
 
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resolution to the board of directors at the address below no later than January 21, 2022. Only those resolutions that comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be included in the Company’s proxy statement for the 2022 Annual General Meeting of shareholders.
In addition, under French law, holders of Ordinary Shares are permitted to submit a resolution for consideration so long as such matter is received by the Company no later than 25 days prior to the date of the meeting. Holders of Ordinary Shares wishing to present resolutions at the 2022 Annual General Meeting of shareholders made outside of Rule 14a-8 under the Exchange Act must comply with the procedures specified under French law. A shareholder who meets the requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code may submit a resolution by sending such resolution to the address below by registered letter with acknowledgment of receipt or via e-mail. The resolution must include the text of the proposed resolution, a brief explanation of the reason for such resolution and an affidavit to evidence the shareholder’s holdings. Any holder of Ordinary Shares who meets the requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code also may submit a director nomination to be considered by the nomination and corporate governance committee for nomination by following the same process outlined above and including the information regarding the director as set forth in Article R. 225-83 5o of the French Commercial Code in their submission.
All submissions to the Company should be made to:
Talend S.A.
5-7 rue Salomon de Rothschild
92150 Suresnes, France
Attention: Legal Representative
Email : ir@talend.com
Nomination of Director Candidates
Shareholders may recommend director candidates for consideration by our nominating and corporate governance committee. For additional information regarding our policy regarding shareholder recommendations for director candidates, see “Board of Directors and Corporate Governance — Shareholder Recommendations for Nominations to the Board of Directors.”
 
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business affairs are managed under the direction of our board of directors, which is currently composed of eight members. Seven of our directors are independent within the meaning of the listing standards of the Nasdaq Stock Market.
The following table sets forth the name, age as of April 1, 2021, tenure, term, and committee assignments for each provisionally appointed director subject to shareholder ratification, each director nominee, and each continuing member of our board of directors:
Name
Age
Position
Director
Since
Current
Term
Expires
Expiration of
Term For
Which
Nominated
Independent
Audit
Committee
Member
Compensation
Committee
Member
Nominating
and
Corporate
Governance
Committee
Member
Provisionally Appointed Directors Subject to Shareholder Ratification
Elissa Fink(1)
57 Director
2020
2022
2022
Ryan Kearny(2)
52 Director
2020
2021
2024
Directors with Terms Expiring at the Annual General Meeting
Christal Bemont
50
Chief Executive Officer and Director
2020
2021
2024
Patrick Jones
76 Director
2015
2021
2024
Chair(3)
Chair
Continuing Directors
Nora Denzel
58 Director
2017
2022
N/A
Chair
Elizabeth Fetter
62 Director
2020
2022
N/A
(3)
Steve Singh
59 Chairman
2016
2022
N/A
   (3)
Thierry Sommelet
51 Director
2016
2022
N/A
(3)
(1)
Ms. Fink was provisionally appointed to the board of directors effective November 17, 2020 for a term expiring in 2022, subject to ratification by shareholders at our Annual General Meeting.
(2)
Mr. Kearny was provisionally appointed to the board of directors effective November 17, 2020, subject to ratification by shareholders at our Annual General Meeting. His term expires at the Annual General Meeting and therefore he is also a nominee for director for a term expiring in 2024.
(3)
Each of Mr. Jones, Ms. Fetter and Mr. Sommelet serve on the audit committee and each has been designated by the board of directors as an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K. Although Mr. Singh is not a member of the audit committee, the board of directors has determined that if he served on the audit committee he would be an audit committee financial expert.
Set forth below is biographical information for each provisionally appointed director subject to shareholder ratification, each director nominee, and each continuing member of our board of directors. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.
Provisionally Appointed Directors Subject to Shareholder Ratification and Nominees for Director
Christal Bemont has served as our Chief Executive Officer and a member of our board of directors since January 2020. Prior to joining Talend, Ms. Bemont served as the Chief Revenue Officer at SAP
 
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Concur from April 2019 to January 2020. Before being promoted to the role of Chief Revenue Officer, Ms. Bemont held other executive roles at SAP Concur, including Senior Vice President and General Manager of Global Small, Midsized, and National Business from January 2015 to April 2019 and Vice President of Sales from January 2013 to January 2015. Ms. Bemont holds a B.A. in Marketing and Business Management from Missouri Western State University.
We believe that Ms. Bemont is qualified to serve as a member of our board of directors because of her 25 years of experience with fast growing technology companies spanning a multitude of roles, her background in scaling businesses across the globe, and her service as our Chief Executive Officer.
Elissa Fink has served as a member of our board of directors since November 2020. Ms. Fink served as the Chief Marketing Officer of Tableau Software, Inc., an interactive data visualization software company, from August 2007 to December 2018. Prior to that, Ms. Fink held the position of Executive Vice President at IXI Corporation, a financial services technology company that was acquired by Equifax, Inc. Ms. Fink currently serves on the board of directors of several private technology companies, including Pantheon Systems, Inc. and Qumulo, Inc. Ms. Fink holds an M.B.A. in marketing from the University of Southern California’s Marshall School of Business and a B.A. in English from Santa Clara University.
We believe Ms. Fink is qualified to serve as a member of our board of directors because of her significant marketing experience, most recently having served as Chief Marketing Officer of Tableau Software, Inc.
Patrick Jones has served as a member of our board of directors since November 2015. Mr. Jones has been a private investor since March 2001. Mr. Jones currently serves on the board of directors of Itesoft S.A., a software company that provides solutions for business process automation, and Galileo Acquisition Corp., a special purpose acquisition company. From May 2011 to June 2020, Mr. Jones served on the board of directors of Fluidigm Corporation, which makes devices for genomics research. Mr. Jones served on the board of directors of Inside Secure S.A., a company that makes digital security solutions, from 2007 to 2018, including as Chairman from 2015 to 2018. From June 2005 to May 2015, Mr. Jones served on the board of directors, including as Chairman, of Lattice Semiconductor Corporation, a fabless semiconductor company. Mr. Jones previously served as Chairman of Dialogic Inc. and Senior Vice President and Chief Financial Officer of Gemplus International S.A. (now Thales), a provider of solutions empowered by smart cards. Prior to Thales, he served as Vice President, Finance, and Corporate Controller at Intel Corporation, a producer of microchips, computing, and communications products. Prior to that, Mr. Jones served as Chief Financial Officer of LSI Corporation, a semiconductor company. Mr. Jones holds a B.A. from the University of Illinois and an M.B.A. from Saint Louis University.
We believe that Mr. Jones is qualified to serve as a member of our board of directors because of his significant financial and accounting expertise and international business experience.
Ryan Kearny has served as a member of our board of directors since November 2020. Mr. Kearny has held the position of Chief Technology Officer and Senior Vice President of Development since September 2019 at Lassen Peak, a software security company. Prior to that position, Mr. Kearny served in various increasingly senior roles at F5 Networks, Inc., an application services and application delivery networking company, including serving as Senior Vice President of F5 Networks’ Cloud, Orchestration and Service Provider Product Groups from January 2012 to September 2016, and Chief Technology Officer and Executive Vice President/Senior Vice President of Product Development from September 2016 to May 2019. Mr. Kearny holds a B.S.E.E. degree in electrical and computer engineering from the University of Washington.
We believe that Mr. Kearny is qualified to serve as a member of our board of directors because of his experience driving technology strategy, roadmap, and growth for more than two decades in various executive roles.
Continuing Directors
Nora Denzel has served on our board of directors since July 2017. Ms. Denzel most recently served as interim CEO of Outerwall Inc. from January 2015 to September 2015. She served as Senior Vice President of Big Data, Marketing and Social Product Design at Intuit Inc. from February 2008 to August 2012 and has
 
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held a number of senior executive positions at Hewlett Packard Enterprise Company. Ms. Denzel currently serves on the board of directors of Advanced Micro Devices, Inc., a global semiconductor company, Telefonaktiebolaget LM Ericsson, a telecommunications company, and NortonLifeLock Inc., a cybersecurity software and services company. From 2012 to 2016, Mr. Denzel served on the board of directors of Outerwall Inc., a retail products and services company. Ms. Denzel holds an M.B.A. degree from Santa Clara University and a B.S. degree in computer science from the State University of New York.
We believe that Ms. Denzel is qualified to serve as a member of our board of directors because of her operational expertise gained as a senior executive at leading technology companies as well as her knowledge of the technology industry generally.
Elizabeth Fetter has served as a member of our board of directors since January 2020. She has served as a Managing Director of Abundance Hill Enterprises LLC, a real estate firm, since 2015. Since 2017, Ms. Fetter has served on the board of directors of Fox Factory Holdings Corporation, a designer and manufacturer of products for specialty vehicles and applications, and since 2014 has served on the board of directors of McGrath Rentcorp, a diversified business-to-business rental provider. Prior to joining the board of directors of McGrath Rentcorp, Ms. Fetter held numerous chief executive officer roles. From April 2013 to November 2013, she served as the President and Chief Executive Officer of Symmetricom Inc., until it was acquired by Microsemi Corp. Ms. Fetter also served on the board of directors of Symmetricom from 2000 to 2013. Ms. Fetter previously was president and Chief Executive Officer of NxGen Modular LLC from 2011 to 2012 and president and Chief Executive Officer of Jacent Technologies in 2007. Ms. Fetter served as a member of the board of trustees, including a period as chair, of Alliant International University Inc. from 2004 to 2013 and as a member of its board of directors from 2015 to 2017. Ms. Fetter holds a B.A. in communication studies from Penn State University and an M.S. in industrial administration and public policy from Carnegie Mellon University Tepper School of Business.
We believe Ms. Fetter is qualified to serve as a member of our board of directors because of her more than 25 years of public and private company experience as an executive, including as a chief executive officer and board member of several public companies.
Steve Singh has served as a member of our board of directors since October 2016 and as the chairman of our board of directors since November 2017. Since January 2020, Mr. Singh has served as a Managing Director at Madrona Venture Group, a venture capital firm. He also currently serves as Executive Chairman of CenterID, a corporate card program and expense management software solution company, a position he has held since 2014. From May 2017 to May 2019, Mr. Singh served as Chairman and Chief Executive Officer of Docker, Inc., a cloud software company. From December 2014 to April 2017, Mr. Singh served on the Executive Board of SAP SE and as President of Business Networks and Applications, a division of SAP SE, an enterprise applications software company. From February 1996 to December 2014, Mr. Singh was Chief Executive Officer and Chairman of the Board of Concur Technologies, Inc., a business travel and expense management software company, which was acquired by SAP SE in 2014. Mr. Singh currently serves on the board of directors of Washington Federal, Inc., a bank holding company. From May 2017 to December 2020 he served on the board of directors of DocuSign, Inc., an enterprise software company.
We believe that Mr. Singh is qualified to serve as a member of our board of directors because of his significant experience successfully disrupting markets, scaling organizations, and building brands, as well as his significant experience investing in the next generation of technology platforms.
Thierry Sommelet has served on our board of directors since April 2015. Mr. Sommelet has served as a Managing Director of Bpifrance Investissement, the private equity arm of the French public investment bank (formerly known as Fonds Stratégique d’Investissement, or FSI), since May 2015. He also served as Senior Investment Director of Bpifrance Participations SA from July 2013 to April 2015. Mr. Sommelet previously served as Senior Investment Director of FSI from February 2009 to June 2013. Mr. Sommelet currently serves on the board of directors of Orange S.A., a multinational telecommunications corporation, Soitec S.A., a global company specializing in manufacturing semiconductor materials, Technicolor S.A., a manufacturer and distributor of digital media solutions, and Worldline Group S.A., a payment and transaction services company. From 2018 to 2020, he served as a director of Ingenico S.A prior to its acquisition by Worldline Group S.A. Mr. Sommelet graduated from École Nationale des Ponts et Chaussées civil engineering school in Paris and holds an M.B.A. from INSEAD.
 
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We believe that Mr. Sommelet is qualified to serve as a member of our board of directors because of his extensive experience in the private equity industry and his knowledge of technology companies.
Director Independence
Our ADSs representing our Ordinary Shares are listed on the Nasdaq Stock Market. Under the listing standards of the Nasdaq Stock Market, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the listing standards of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and the listing standards of the Nasdaq Stock Market. In addition, compensation committee members must also satisfy the independence criteria set forth under the listing standards of the Nasdaq Stock Market.
Under the charter of our board of directors, which we also refer to as our corporate governance guidelines, the board of directors believes that there should, at all times, be a majority of independent directors on the board of directors.
Our board of directors has undertaken a review of the independence of each current director, including the provisionally appointed directors subject to shareholder ratification and each nominee, each of whom is a current director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that each of Messrs. Jones, Kearny, Singh and Sommelet and Mmes. Denzel, Fink and Fetter do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of the Nasdaq Stock Market. Former directors Messrs. Brennan, Lillie, and Nelson and Ms. Caldwell, each of whom served as a director for a portion of the last completed fiscal year, each qualified as independent during the period they served on the board of directors. In making these determinations, our board of directors considered the current and prior 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 share capital by each non-employee director, the transactions involving them described in the section titled “Related Person Transactions,” and other transactions that were deemed immaterial to a director’s independence involving the sale of products and services in the ordinary course of business between the Company and other organizations where our non-employee directors also serve as members of the board of directors. In making the determination that Mr. Nelson is independent, the board of directors considered the fact that during his tenure as one of our directors Mr. Nelson was the Executive Vice President of Product Development at Tableau Software, Inc., a software company that is a wholly-owned subsidiary of Salesforce.com, Inc. We purchase software from each of Tableau Software, Inc. and Salesforce.com, Inc. in the ordinary course of business and each of Tableau Software, Inc. and Salesforce.com, Inc. purchases software from us in the ordinary course of business. The board of directors determined that Mr. Nelson did not have a direct or indirect material interest in these transactions. Furthermore, payments made by us to each of Tableau Software, Inc. and to Salesforce.com, Inc. pursuant to such transactions did not exceed the greater of $200,000 or 5% of Tableau Software, Inc.’s or Salesforce.com, Inc.’s respective consolidated gross revenues in any of the last three fiscal years and payments made by each of Tableau Software, Inc. and Salesforce.com, Inc. pursuant to such transactions did not exceed the greater of $200,000 or 5% of our consolidated gross revenues in any of the last three fiscal years. As a result, the board of directors concluded that these transactions would not affect Mr. Nelson’s independence.
Board Leadership Structure
We believe that the structure of our board of directors and its committees provides strong overall management of our Company. The Chairman of our board of directors monitors the content, quality and timeliness of information sent to our board of directors and is available for consultation with our board of
 
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directors regarding the oversight of our business affairs. Mr. Singh has served as Chairman of the board of directors since November 2017. He is an independent director under the listing standards of the Nasdaq Stock Market. Our board of directors believes that, given his perspective and experience in matters of the board and his ability to liaison between our non-independent directors and our independent directors, Mr. Singh’s service as our chairman is appropriate and is in the best interests of our board of directors, our Company and our shareholders.
Board Meetings and Committees
During our fiscal year ended December 31, 2020, the board of directors held 11 meetings (including regularly scheduled and special meetings), and each director, as required under the charter of our board of directors, attended 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 periods that he or she served.
We encourage, but do not require, members of our board of directors to attend our Annual General Meetings of shareholders. None of our directors attended our 2020 Annual General Meeting, which was held in camera, consistent with French law, as a result of the COVID-19 pandemic.
Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and functioning of all of our committees complies with all applicable requirements of the French Commercial Code, the Exchange Act, and Nasdaq and SEC rules and regulations. In accordance with French law, committees of our board of directors only have an advisory role and can only make recommendations to our board of directors. As a result, decisions are made by our board of directors taking into account non-binding recommendations of the relevant board committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.
Audit Committee
Our audit committee consists of Messrs. Jones, Kearny, and Sommelet and Ms. Fetter, with Mr. Jones serving as Chair. Each committee member meets the requirements for independence of audit committee members under the listing standards of the Nasdaq Stock Market and SEC rules and regulations. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of the Nasdaq Stock Market. In addition, our board of directors has determined that each of Mr. Jones, Ms. Fetter, and Mr. Sommelet is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (“Securities Act”). Our audit committee has oversight responsibilities with respect to the following:

corporate accounting and financial reporting processes;

systems of internal control over financial reporting and audits of financial statements, as well as the quality and integrity of the Company’s financial statements and reports;

assessing the qualifications, independence and performance of the registered public accounting firm or firms engaged as our independent outside auditors for the purpose of preparing or issuing an audit report or performing audit services or as our statutory auditors;

the organization, qualifications, and performance of our internal audit function;

compliance with legal and regulatory requirements;

management and internal audit’s process for identifying, monitoring, and addressing enterprise risks;

providing the board of directors with the results of the audit committee’s monitoring and recommendations derived therefrom; and

providing the board of directors with the information and materials necessary to bring significant financial matters to the attention of the board of directors.
 
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Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market. A copy of the charter of our audit committee is available on the Corporate Governance section of our website at https://investor.talend.com. During our fiscal year ended December 31, 2020, our audit committee held 7 meetings.
Nasdaq rules require that the audit committee have the specific audit committee responsibilities and authority necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange Act, which requires, among other things, that the audit committee have direct responsibility for the appointment, compensation, retention and oversight of our auditors. However, Rule 10A-3 provides that if the laws of a company’s home country prohibit the full board of directors from delegating such responsibilities to the audit committee, the audit committee’s powers with respect to such matters may instead be advisory. As indicated previously, under French law, our audit committee may only have an advisory role on matters requiring approval of the board of directors under French law and can only make recommendations to our board of directors on such matters. Moreover, Rule 10A-3 also provides that its audit committee requirements do not conflict with any laws of a company’s home country that require shareholder approval of such matters. Under French law, our shareholders must appoint, or renew the appointment of, the statutory auditors once every six fiscal years. In accordance with the applicable requirements of the French Commercial Code, we have two statutory auditors. Our shareholders renewed the term of office of each of our statutory auditors, KPMG S.A. and Vachon et Associés at the 2018 Annual General Meeting. While KPMG S.A. and Vachon et Associés serve as statutory auditors consistent with the six-year term each was elected to at the 2018 Annual General Meeting of shareholders, the audit committee has appointed KPMG LLP as our independent registered public accounting firm for purposes of our financial statements prepared in accordance with generally accepted accounting policies in the United States. As part of this proxy statement, we are seeking shareholder ratification of the appointment of KPMG LLP as our independent registered public accounting firm with respect to the Company’s financial statements prepared in accordance with generally accepted accounting principles in the United States for SEC reporting purposes. See Proposal No. 14.
Compensation Committee
Our compensation committee consists of Ms. Denzel, Mr. Singh, and Ms. Fink, with Ms. Denzel serving as Chair. Each of our compensation committee members meets the requirements for independence for compensation committee members under the listing standards of the Nasdaq and SEC rules and regulations. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our compensation committee is responsible for, among other things:

overseeing our compensation policies, plans and programs (including salary, long-term incentives, bonuses, perquisites, equity incentives, severance arrangements, retirement benefits and other related benefits and benefit plans) and overall compensation philosophy;

reviewing and formulating recommendations to the board of directors and assisting the board of directors in discharging its responsibilities relating to oversight of the compensation to be paid to our Chief Executive Officer and other executive officers and directors;

administering our equity compensation plans for our executive officers and employees; and

preparing the compensation committee report that the SEC requires in our annual proxy statement.
Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market. A copy of the charter of our compensation committee is available on the Corporate Governance section of our website at https://investor.talend.com. During our fiscal year ended December 31, 2020, our compensation committee held 5 meetings.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Mr. Jones, Mr. Singh, and Ms. Denzel, with Mr. Jones serving as Chair. Each of the members of our nominating and corporate governance committee
 
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meets the requirements for independence under the listing standards of the Nasdaq Stock Market and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:

identifying, reviewing, and evaluating candidates to serve as our directors consistent with criteria approved by the board of directors and reviewing and evaluating incumbent directors, subject to any commitments made by us by contract or in its certificate of incorporation;

recommending to the board of directors the selection of candidates to serve as nominees for director at the annual meeting of shareholders;

making recommendations to the board of directors regarding the composition of each committee of the board of directors;

assisting the board of directors in overseeing all aspects of our corporate governance functions and making recommendations to the board of directors regarding corporate governance issues;

overseeing the evaluation of the board of directors and its committees;

reviewing and making recommendations to the board of directors regarding compensation of the board of the directors and conflict of interest; and

making other recommendations to the board of directors regarding matters relating to our directors.
Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the Nasdaq Stock Market. A copy of the charter of our nominating and corporate governance committee is available on the Corporate Governance section of our website at https://investor.talend.com. During our fiscal year ended December 31, 2020, our nominating and corporate governance committee held 4 meetings.
Response to Material Weakness in Internal Control Over Financial Reporting
Management identified a material weakness in our internal control over financial reporting related to the ineffective control design over the review of the assumptions in its stand-alone selling price (SSP) model used to determine the allocation of the transaction price of our on-premise license arrangements between the intellectual property (IP) element and the post-contract customer support (PCS) element, as discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 17, 2020. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The audit committee, working together with our management team, oversaw the development of a remediation plan, and management implemented internal control design changes as part of that plan. This remediation plan included the enhancement of our review process over the assumptions that support the IP and PCS transaction price allocation by developing formal procedures for the preparation, analysis and review of the assumptions used in our SSP model. We performed a sensitivity analysis to help us better understand the risk impact and set the right level of precision of review. We enhanced the performance of the review of the key assumptions and inputs used in the SSP model to maximize the use of observable inputs. This includes review over inputs derived from external benchmarks, which included engaging a third-party valuation specialist to provide comparable licensing transactions. Based on the results of our evaluation of the updated controls and procedures, management determined that as of December 31, 2020 the material weakness has been remediated. As a result, management has concluded we maintained effective internal control over financial reporting as of December 31, 2020.
The audit committee, which consists of independent directors, will continue to meet regularly with management, our director of internal audit and our independent accountants to review accounting, reporting, auditing, and internal control matters. The audit committee has direct and private access to the director of internal audit and the external auditors and will continue to meet with each, separately, in executive sessions of the audit committee. The audit committee and the board of directors are committed to maintaining a strong internal control environment.
 
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Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.
Considerations in Evaluating Director Nominees
As set out in the charter of the board of directors, the nominating and corporate governance committee works with the board of directors to determine periodically, as appropriate, to the extent permitted or required under applicable laws, the qualifications, expertise and characteristics of the board of directors, including such factors as business experience and diversity of gender, race, ethnicity, nationality, differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. The nominating and corporate governance committee and the board of directors evaluate each individual in the context of the membership of the board of directors as a group, with the objective of having a board that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of background and experience across various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the board of directors and the Company and other relevant qualifications and characteristics.
Each director must ensure that other existing and anticipated future commitments do not materially interfere with the members’ service as a director. Any employee director must submit his or her offer of resignation from the board of directors in writing to the Chairperson of the nominating and corporate governance committee upon termination of employment with the Company. Upon change of his or her principal employer, any non-employee director must submit his or her offer of resignation from the board of directors in writing to the Chairperson of the nominating and corporate governance committee. The board of directors, through the nominating and corporate governance committee, will determine whether to accept or reject such resignation and will make a recommendation to the board of directors as to whether to accept or reject the offer of resignation, or whether other action should be taken.
Shareholder Recommendations for Nominations to the Board of Directors
Our nominating and corporate governance committee will consider candidates for director recommended by a shareholder or group of shareholders who meet the requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code. The nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, the charter of the board of directors, our By-laws, applicable French law as well as the regular director nominee criteria described above. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to our business. Eligible shareholders wishing to recommend a candidate for nomination as a director are requested to send the recommendation in writing to: General Counsel, Talend S.A., 5-7 rue Salomon de Rothschild, 92150 Suresnes, France.
Our nominating and corporate governance committee will accept recommendations of director candidates throughout the year; however, in order for a recommended director candidate to be considered by our nominating and corporate governance committee for nomination to stand for election at an upcoming annual meeting of shareholders, the recommendation must be compliant with the form and timing required by applicable French law; in particular, a shareholder recommendation must be received no fewer than 25 days prior to the date of the Company’s annual meeting of shareholders and must contain the following information:

the text of the proposed resolution to appoint the director candidate;

a brief explanation of the reason for such recommendation;
 
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information about the director nominee set forth in Article R. 225-83 5° of the French Commercial Code; and

an affidavit to evidence the requisite share holdings.
In connection with its evaluation of director candidates, our nominating and corporate governance committee or board of directors may request additional information from the candidate or the recommending shareholder and may request an interview with the candidate.
Communications with the Board of Directors
Interested parties wishing to communicate with our board of directors or with an individual member or members of our board of directors may do so by writing to our board of directors or to the particular member or members of our board of directors, and mailing the correspondence to our General Counsel at Talend S.A., c/o Talend, Inc., 800 Bridge Parkway, Redwood City, CA 94065. Each communication should set forth (i) the name and address of the shareholder, as it appears on our books, and if the shares of our Ordinary Shares are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our Ordinary Shares that are owned of record by the record holder and beneficially by the beneficial owner.
Our General Counsel, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chairman of our board of directors. Items unrelated to the duties and responsibilities of the board of directors or otherwise unsuitable for distribution to the board of directors will be redirected.
Charter of the Board of Directors and Code of Business Conduct and Ethics
We are strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our shareholders. Our board of directors has adopted a charter that addresses items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of the charter of our board of directors (referred to on our website as the corporate governance guidelines) and our Code of Business Conduct and Ethics are posted on the Corporate Governance section of our website at https://investor.talend.com. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.
Risk Management
Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.
Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our board of directors as well as such other times as they deemed appropriate, where, among other topics, they discuss strategy and risks facing the Company.
While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk.
 
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Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and our independent auditors guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our audit committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk.
Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and corporate governance.
Our compensation committee assesses risks created by the incentives inherent in our compensation policies. In establishing and reviewing our executive compensation program, the compensation committee considers whether the program and other employee compensation programs encourage unnecessary or excessive risk-taking.
Finally, our full board of directors reviews enterprise, strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, evaluates the risks inherent in significant transactions, and provides guidance to management.
The Board of Directors’ Role in Cybersecurity Oversight
Cybersecurity management is an important focus of our board of directors and the audit committee. As part of its oversight of risk management, the audit committee is briefed regularly by our Chief Technology Officer, Chief Information Security Officer and other members of management regarding cybersecurity and information technology risks, controls, and procedures, including the Company’s plans to mitigate cybersecurity and business continuity risks and respond to data breaches and other cybersecurity incidents and any cybersecurity issue that could affect the adequacy and effectiveness of the Company’s internal controls. From time to time, the audit committee may receive updates on efforts regarding data loss prevention, regulatory compliance, data privacy, threat and vulnerability management, cyber-crisis management, or other topics, as applicable. The audit committee reports such updates to the board of directors, as appropriate.
Director Compensation
2020 Director Compensation Table
The following table provides information regarding the total compensation that was granted to each of our non-employee directors in 2020.
Director
Fees Earned
or Paid in
Cash ($)(1)
Warrant
Awards ($)(2)
All Other
Compensation ($)(3)
Total($)
John Brennan(4)
Nanci Caldwell(5)
2,442 2,442
Nora Denzel
147,669 75,992 7,841 231,502
Elizabeth Fetter
143,262 75,992 7,841 227,095
Elissa Fink(6)
15,774 15,774
Patrick Jones
163,262 75,992 12,000 251,254
Ryan Kearny(7)
16,080 16,080
Brian Lillie(8)
143,262 75,992 12,000 231,254
Mark Nelson(9)
125,338 75,992 7,841 209,171
Steve Singh
163,621 87,998 7,999 259,618
Thierry Sommelet
 
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(1)
The amount reported represents the fees earned for service on our board of directors and committees of our board of directors for 2020 as well as fees to acquire non-employee warrants, or Bons de Souscription d’Actions (“BSAs”). In accordance with a delegation of authority by the shareholders to the board of directors, the acquisition of BSAs by our directors is subject to the payment of a subscription price that must be at least equal to five percent of the volume-weighted average price of our ADSs of the five trading sessions on the NASDAQ Global Market preceding the date of allocation of the relevant BSAs.
(2)
The amounts reported in the Warrant Awards column are equal to the aggregate grant date fair value of such BSAs, computed in accordance with FASB ASC Topic 718 Compensation — Stock Compensation.
(3)
The amounts reported in the “All Other Compensation” column reflect tax gross-ups to the cash amounts paid to the directors on account of income taxes owed on the cash fees paid to them to acquire the BSAs.
(4)
Mr. Brennan resigned from our board of directors on January 2, 2020 and did not earn any compensation during 2020.
(5)
Ms. Caldwell resigned from our board of directors on January 8, 2020. The compensation reported reflects the pro-rata portion of the annual board and committee fees earned for her period of service in 2020.
(6)
Ms. Fink joined our board of directors on November 17, 2020. The compensation reported reflects the pro-rata portion of the annual board and committee fees earned for her period of service in 2020.
(7)
Mr. Kearny joined our board of directors on November 17, 2020. The compensation reported reflects the pro-rata portion of the annual board and committee fees earned for his period of service in 2020.
(8)
Mr. Lillie resigned from our board of directors on February 4, 2021.
(9)
Mr. Nelson resigned from our board of directors on November 17, 2020. The compensation reported reflects the pro-rata portion of the annual board and committee fees earned for his period of service in 2020.
In accordance with the practice of similarly situated companies, we pay additional compensation (formerly referred to as attendance fees or jetons de présence) to our non-employee directors equal to the value of the subscription price of the BSAs, grossed up for applicable taxes. These payments were intended to partially offset the restriction under French law that our non-employee directors cannot receive free shares (or restricted stock units), but rather BSAs, provided that they pay a subscription price for the BSAs at least equal to the fair market value of such BSAs on the date of grant.
The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2020.
Director
Warrant
Awards (#)(1)
Nora Denzel
31,639(2)
Elissa Fink(3)
Elizabeth Fetter
6,608(4)
Patrick Jones
61,789(5)
Ryan Kearny(6)
Brian Lillie(7)
22,213(8)
Steve Singh
52,965(9)
Thierry Sommelet
(1)
The reported warrants are represented by BSAs.
(2)
Includes (i) 26,683 Ordinary Shares underlying BSAs which are fully vested and immediately exercisable
 
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as of December 31, 2020 and (ii) 4,956 Ordinary Shares underlying BSAs which vest in equal installments on February 4, 2021, May 4, 2021, and August 4, 2021.
(3)
Ms. Fink joined our board of directors on November 17, 2020. In February 2021, she was awarded 459 Ordinary Shares underlying BSAs, which vest in four equal quarterly installments beginning on May 4, 2021.
(4)
Includes (i) 1,652 Ordinary Shares underlying BSAs which are fully vested and immediately exercisable as of December 31, 2020 and (ii) 4,956 Ordinary Shares underlying BSAs which vest in equal installments on February 4, 2021, May 4, 2021, and August 4, 2021.
(5)
Includes (i) 56,833 Ordinary Shares underlying BSAs which are fully vested and immediately exercisable as of December 31, 2020 and (ii) 4,956 Ordinary Shares underlying BSAs which vest in equal installments on February 4, 2021, May 4, 2021, and August 4, 2021.
(6)
Mr. Kearny joined our board of directors on November 17, 2020. In February 2021, he was awarded 459 Ordinary Shares underlying BSAs, which vest in four equal quarterly installments beginning on May 4, 2021.
(7)
Mr. Lillie resigned from our board of directors on February 4, 2021.
(8)
Includes (i) 17,257 Ordinary Shares underlying BSAs which are fully vested and immediately exercisable as of December 31, 2020 and (ii) 4,956 Ordinary Shares underlying BSAs which vest in equal installments on February 4, 2021, May 4, 2021, and August 4, 2021. On his resignation date, Mr. Lillie forfeited the 3,304 Ordinary Shares underlying BSAs that remained unvested as of that date.
(9)
Includes (i) 47,226 Ordinary Shares underlying BSAs which are fully vested and immediately exercisable as of December 31, 2020 and (ii) 5,739 Ordinary Shares underlying BSAs which vest in equal installments on February 4, 2021, May 4, 2021, and August 4, 2021.
The aggregate amount of compensation of the board of directors is determined at the shareholders’ annual ordinary general meeting. The board then divides all or part (at the board’s discretion) of this aggregate amount among some or all of its members by a simple majority vote. In addition, the board may grant exceptional compensation (rémunérations exceptionnelles) to individual directors on a case-by-case basis for special and temporary assignments. The board of directors may also authorize the reimbursement of reasonable travel and accommodation expenses, as well as other expenses incurred by directors in the corporate interest. Directors who are employees receive separate compensation for their services as officers or employees.
In August 2020, our board of directors approved, retroactive to January 1, 2020, a $10,000 increase to the annual cash retainer for general board service. As a result, with respect to 2020 our board of directors approved annual compensation to each of our non-employee directors as follows:

a $124,000 annual cash retainer for general board service, excluding our chairman who is entitled to a $142,000 annual cash retainer;

an annual cash retainer for chairing a committee in the following amounts: $7,500 (nominating and corporate governance committee chair), $10,000 (compensation committee chair), and $20,000 (audit committee chair); and

an annual cash retainer for committee service in the following amounts: $3,000 (nominating and corporate governance committee), $5,000 (compensation committee), and $7,500 (audit committee).
Additionally, during 2020 our non-employee directors, other than Mr. Sommelet, Ms. Fink, and Mr. Kearny, were offered the opportunity to purchase warrants (BSAs) with a value of $76,000 (or $88,000 in the case of our Chairman), entitling them to subscribe for Ordinary Shares at their fair value as of the date of grant, and subject to their continued service through the vesting date and having attended at least 75% of the board’s meetings held annually. Non-employee directors choosing to purchase BSAs are allocated additional board fees representing the subscription price of the warrants, grossed up for income taxes. Alternatively, non-employee directors may choose to purchase warrants without receiving additional board fees from the Company, in which case they are entitled to purchase an additional amount of warrants beyond
 
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$76,000 (or $88,000 in the case of our Chairman) in value corresponding to the incremental grossed up board fees the Company would otherwise pay such non-employee director to cover the grossed-up subscription price of the warrants. No non-employee director selected this alternative in 2020. In connection with the contemplated acquisition of us by Thoma Bravo, disclosed in a Current Report on Form 8-K filed with the SEC on March 10, 2021, in 2021 in lieu of equity compensation for directors, we have the discretion to provide cash payments to non-employee directors with a value equal to $160,000 per director, payable immediately prior to the completion of the tender offer.
Mr. Sommelet receives no compensation for his service as a director as a result of restrictions imposed by his employer, Bpifrance Investissement. Directors who are also our employees receive no additional compensation for their service as directors. In connection with his resignation as our Chief Executive Officer on January 8, 2020, Mr. Tuchen agreed not to receive any compensation described above for his service as a non-employee director following such resignation.
 
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PROPOSAL NOS. 1 TO 5
ELECTION OF DIRECTORS
Our board of directors is currently composed of eight members. Our By-laws provide, in accordance with French law, that any vacancy on our board of directors resulting from the death or resignation of a director may be filled by a vote of a majority of our directors then in office, provided there are at least three directors remaining, and provided further that there has been no shareholders’ meeting since such death or resignation. Directors chosen or appointed to fill a vacancy are elected by the board of directors for the remaining duration of the current term of the replaced director. The appointment must be ratified at the shareholders’ general meeting following such election by the board of directors. In the event the board of directors is composed of less than three directors as a result of vacancies, the remaining directors shall immediately convene a shareholders’ general meeting to elect one or several new directors in order for there to be at least three directors serving on the board of directors at any given time, in accordance with French law.
Ratification of the Provisional Appointment of Ms. Fink and Mr. Kearny as Directors — Proposal Nos. 1 to 2
The shareholders are being asked to ratify the provisional appointment by the board of directors of Ms. Fink, who was appointed to the board of directors effective November 17, 2020 to fill the vacancy created by Mr. Tuchen’s resignation, and to ratify the provisional appointment by the board of directors of Mr. Kearny, who was appointed to the board of directors effective November 17, 2020 to fill the vacancy created by Mr. Nelson’s resignation. Each of Ms. Fink and Mr. Kearny currently serves as a director on our board of directors. Each of Ms. Fink and Mr. Kearny were recommended to the nominating and corporate governance committee by non-management directors. If her provisional appointment is ratified, Ms. Fink will serve as a director until the 2022 Annual General Meeting of shareholders and until her successor is duly elected and qualified. The term of the vacant seat filled by the provisional appointment of Mr. Kearny expires as of this Annual General Meeting. However, under French law, we are required to seek shareholder ratification of his provisional appointment. For information concerning the directors subject to shareholder ratification, please see the section titled “Board of Directors and Corporate Governance.”
If you are a holder of Ordinary Shares or ADSs, please see the section titled “Question and Answers About the Proxy Materials and our Annual Meeting — How can I vote my Ordinary Shares or ADSs?” to determine how you can vote to ratify the provisional appointment of each of Ms. Fink and Mr. Kearny. Each of Ms. Fink and Mr. Kearny have indicated an intent to accept such ratification.
For the full text of Proposal Nos. 1 and 2, please see Annex A.
Nominees for Director — Proposals Nos. 3 to 5
Our nominating and corporate governance committee has recommended, and our board of directors has approved Messrs. Kearny and Jones, and Ms. Bemont, as nominees for election as directors at the Annual General Meeting. If elected, each of Messrs. Kearny and Jones, and Ms. Bemont will serve as directors until the 2024 Annual General Meeting of shareholders and until their successors are duly elected and qualified. Each of the nominees is currently a director of our Company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”
If you are a holder of Ordinary Shares or ADSs, please see the section titled “Question and Answers About the Proxy Materials and our Annual Meeting — How can I vote my Ordinary Shares or ADSs?” to determine how you can vote to re-elect Messrs. Kearny and Jones, and Ms. Bemont. Each of Mr. Kearny, Mr. Jones, and Ms. Bemont have indicated an intent to accept such nomination.
For the full text of Proposal Nos. 1-5, please see Annex A.
Majority Voting Policy
The board of directors has adopted a majority voting policy. Consistent with the requirements of the French Commercial Code, the policy provides that a nominee for director is only elected if he or she receives a majority of votes cast by the shareholders present, represented by proxy, or voting by mail. In the event a nominee for director who is then serving as a director receives more votes “against” his or her election than
 
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votes “for” his or her election (a “Majority Against Vote”), or in the event the ordinary meeting of shareholders decides to remove a director by a majority of votes cast by shareholders present, represented by proxy, or voting by mail at the ordinary meeting of shareholders (a “Removal Vote”), the director’s service on the board shall terminate as of the date of the ordinary shareholder meeting. The policy requires that the board of directors will only nominate for election, or re-election, as director, those candidates who agree to tender, promptly following the ordinary meeting of shareholders at which they are elected or re-elected, as applicable, an irrevocable written resignation to the chairman of the board of directors, and that the board of directors will only fill director vacancies with candidates who agree to tender, promptly following their appointment to the board of directors, the same form of irrevocable written resignation. A resignation will become effective only if the director receives a Majority Against Vote or a Removal Vote and is effective immediately upon the certification of the shareholder vote.
Vote Required
The ratification of a provisional appointment of a director and the election of a director each requires the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholder did not participate in the vote, abstained, or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
RATIFICATION OF THE PROVISIONAL APPOINTMENT OF EACH OF MS. FINK AS DIRECTOR
AND MR. KEARNY AS DIRECTOR AND “FOR” EACH OF THE NOMINEES ABOVE.
 
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EXECUTIVE OFFICERS
The following table identifies certain information about our executive officers as of April 1, 2021. Officers are elected by our board of directors to hold office until their successors are elected and qualified. There are no family relationships among any of our directors or executive officers.
Name
Age
Position
Christal Bemont
50
Chief Executive Officer and Director
Adam Meister
38
Chief Financial Officer
Ann-Christel Graham
46
Chief Revenue Officer
Jamie Kiser
38
Chief Operating Officer and Chief Customer Officer
Krishna Tammana
55
Chief Technology Officer
For a brief biography of Ms. Bemont, please see “Board of Directors and Corporate Governance — Provisionally Appointed Directors Subject to Shareholder Ratification and Nominees for Director.”
Adam Meister has served as our Chief Financial Officer since September 2018. Prior to Talend, Mr. Meister served as Managing Director of Goldman Sachs, an investment bank, from January 2018 to September 2018 and Vice President in the Technology, Media, and Telecom Investment Banking Group from September 2015 to December 2017. From July 2010 to September 2015, Mr. Meister was with J.P. Morgan, an investment bank, where he served most recently as Vice President, Technology, Media, and Telecom Investment Banking from February 2014 to September 2015. Mr. Meister holds a B.A. in finance and management information systems from Saint Louis University.
Ann-Christel Graham has served as our Chief Revenue Officer since January 2020. Ms. Graham has over 20 years of SaaS sales leadership experience. Prior to joining Talend, Ms. Graham served as Vice President of Sales for Enterprise Customers from January 2015 to December 2019 at SAP Concur. Prior to that she held a range of sales positions with SAP Concur, each with increasing responsibility. Ms. Graham holds a B.A. in political science from the University of California at Los Angeles.
Jamie Kiser has served as our Chief Customer Officer since January 2020 and our Chief Operating Officer since October 2020. Ms. Kiser has extensive experience in various product, services, and implementation roles. Prior to joining Talend, Ms. Kiser was with SAP Concur for over six years in roles of increasing seniority, most recently as Vice President of Global Services and Operations from January 2017 to April 2019 and Vice President of Global Public Sector from April 2019 to January 2020. Ms. Kiser holds a B.S. in Business Administration, Marketing from West Virginia University.
Krishna Tammana has served as our Chief Technology Officer since October 2020. Prior to Talend, Mr. Tammana was with Splunk, Inc., a software company, where he served as Vice President of Engineering from October 2011 to June 2020. Prior to Splunk, Mr. Tammana held various engineering management roles at Dun & Bradstreet, YouSendIt, RIGHT90 and E*Trade. Mr. Tammana holds a M.Sc. in Computer Science from the Birla Institute of Technology and Science, Piliani.
 
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2020. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices, and analyzes how and why we arrived at the specific compensation decisions for our executive officers, including our named executive officers, in 2020. During 2020, our named executive officers were:
Name
Title
Christal Bemont Chief Executive Officer
Michael Tuchen Former Chief Executive Officer
Adam Meister Chief Financial Officer
Ann-Christel Graham Chief Revenue Officer
Jamie Kiser Chief Operating Officer and Chief Customer Officer
Krishna Tammana Chief Technology Officer
Leadership Transformation
During 2020 we made significant changes in our leadership team to position us to take advantage of the opportunities in our market, extend our leadership in cloud data integration and integrity, and achieve strong, sustainable growth. Our leadership transition has provided the opportunity to enhance execution, drive innovation, and create scalability across our entire business. On January 8, 2020, Ms. Bemont succeeded Mr. Tuchen as our Chief Executive Officer. At the same time, Ms. Graham joined as our Chief Revenue Officer and Ms. Kiser joined as our Chief Customer Officer. In October 2020, Ms. Kiser’s role was expanded to include the role of Chief Operating Officer. Finally, in October 2020, Mr. Tammana joined us as our Chief Technology Officer.
In determining the compensation arrangements of our newly hired named executive officers, our board of directors and the compensation committee, with input from our compensation consultant, Compensia, considered all of the same pay philosophy determinants described later in “Executive Compensation Philosophy and Program Design”, with an emphasis on providing each with short-term and long-term compensation opportunities that would attract and retain an individual with the requisite skills and experience, compensating each for future compensation opportunities that each had to forego when accepting her or his position, providing incentives for each executive to achieve long-term growth of our business thereby aligning each of their interests with those of our shareholders, and being market competitive with similar executive officer positions for similarly situated companies.
We believe that 2020 was a critical year to begin laying a foundation for long-term, profitable growth and scale. Our leadership team brings a wealth of experience in growing and managing established, successful software businesses. This experience has been invaluable in shaping Talend’s transition to the cloud as well as navigating the COVID-19 pandemic. While facing unprecedented disruption to the economy and way of doing business caused by the COVID-19 pandemic, our leadership team responded quickly and decisively to help our customers, partners, and employees navigate uncertain conditions. The board of directors is confident that our leadership team is the right group to navigate this critical time and believes our leadership transformation will position us for future success.
Executive Summary
Overview of the Executive Compensation Program
Our executive compensation program is designed to be competitive and appropriately balance our goals of attracting, motivating, rewarding, and retaining our executive officers. To align our executive officers’ interests with those of our shareholders and to motivate and reward individual initiative and effort, a substantial portion of each executive officer’s annual total direct compensation opportunity consists of
 
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long-term incentive compensation, meaning the amounts realized by each executive officer will vary based on the value of our shares as of the date the compensation is paid.
To deliver long-term incentive compensation, we grant our executive officers equity awards to acquire our Ordinary Shares primarily in the form of time-based restricted stock unit (“RSU”) awards and performance-based stock unit (“PSU”) awards, known as free shares under French Law. Our Ordinary Shares may be represented by American Depositary Shares, or ADSs, each of which represents one Ordinary Share. For simplicity, we use the term Ordinary Shares when referring to shares owned by our named executive officers or shares subject to equity awards, whether represented by ADSs or not.
In 2020, the substantial proportion of target total direct compensation opportunity for our named executive officers (other than Mr. Tuchen) was in the form of long-term incentive compensation in order to recruit our new named executive officers to join our Company, and to align the interests of all of our named executive officers with our shareholders. In 2020, over 90% of our Chief Executive Officer’s target total direct compensation opportunity consisted of long-term incentives, including over 35% that was performance-based, and over 80% of our other named executive officers’ target total direct compensation opportunity was comprised of long-term incentives (excluding our former Chief Executive Officer).
The graphs below show the allocation among the various compensation components of the target 2020 total direct compensation opportunity for our Chief Executive Officer and the average allocation of the target 2020 total direct compensation opportunity for our other named executive officers, who were employed with us at the end of 2020. Target total direct compensation opportunity is defined for these purposes as the named executive officer’s 2020 earned base salary, target 2020 bonus opportunity, and the grant date fair value of any equity awards granted during 2020, including RSUs, PSUs (assuming target-level achievement of the performance metric), and stock options.
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2020 Business Highlights
We believe our 2020 executive compensation program served to motivate and incentivize our executive officers toward our strong financial and operational results in 2020. During 2020 we:

Grew total revenue by 16% on a year-over-year basis to $287.5 million;

Increased subscription revenue by 20% on a year-over-year basis to $259.5 million;

Achieved Annual Recurring Revenue, or ARR, of $288.7 million as of December 31, 2020, representing growth of 19% compared to as of December 31, 2019;

Achieved Cloud ARR of $108.5 million, representing 101% growth from December 31, 2019;

Grew our customer base to over 6,000 total customers and 4,250 cloud customers, as of December 31, 2020;

Secured a position as a leader in the 2020 Gartner Magic Quadrant for Data Integration Tools for the fifth consecutive time; and

Successfully onboarded four new named executive officers.
 
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2020 Executive Compensation Highlights
To provide compensation that is competitive and offers incentives for growth in our business, the board of directors, upon the recommendation of the compensation committee, took these key executive compensation actions for 2020:

Base Salaries — Established base salaries for each of the named executive officers that joined us in 2020 and increased the 2020 base salary for Mr. Meister.

Annual Cash Bonus — Designed our 2020 executive annual cash bonus plan, or the 2020 Bonus Plan, to focus on two key performance metrics — Total Net New ARR and Non-GAAP Operating Margin — setting rigorous targets for each that would be achievable only through focused leadership efforts by our named executive officers. The 2020 Bonus Plan included quarterly achievement measures and payouts to incentivize predictable, sustainable performance quarter-over-quarter. Our results against the rigorous targets for these performance metrics resulted in an aggregate calculated payment percentage of 48.75% of target levels under the 2020 Bonus Plan. Targets were established by our board of directors, upon the recommendation of our compensation committee, in early 2020, and were not adjusted in response to COVID-19.

Long-Term Equity Incentive Compensation — Granted long-term incentive compensation opportunities in the form of RSU awards and PSU awards to Ms. Bemont and Mr. Meister, RSU awards to the named executive officers who remained with us through the end of the year, and option awards to Mr. Tammana. Specifically, 2020 long-term equity compensation consisted of:

Annual Awards to Ms. Bemont and Mr. Meister — Ms. Bemont and Mr. Meister were each granted annual awards in the form of RSUs and PSUs in February 2020. The PSU awards become eligible for vesting based on our achievement of Net New Cloud ARR in 2020, which we believe is a significant driver of our growth. The annual RSU and PSU awards generally vest 40% after two years and then in equal quarterly installments over the following two years and, in the case of the PSU awards, only to the extent that the units have been earned based on 2020 Net New Cloud ARR goals. The 2020 PSU awards were achieved at 132% of target (66% of maximum) based on realization of 2020 Net New Cloud ARR at 112% of target.

New Hire and Promotion Awards — New hire RSU awards were granted to each of Ms. Bemont, Ms. Graham, Ms. Kiser and Mr. Tammana in connection with their joining our Company. We also granted a promotion award to Ms. Kiser in connection with her appointment as Chief Operating Officer. We granted a new hire option award to Mr. Tammana. Finally, we granted a new hire PSU award to Ms. Bemont, which is eligible for vesting based on the same performance metric as in her annual equity compensation award discussed above. The new hire and promotion RSU awards generally vest 50% after two years and then in equal quarterly installments over the following two years. The new hire option award vests 25% after one year and then in equal quarterly installments over the following three years. We believe these equity awards align the long-term interests of these new named executive officers with our shareholders.
Executive Compensation Policies and Practices
We maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program regularly to ensure
 
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that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during 2020:
What We Do
What We Don’t Do

Independent Compensation Committee. The compensation committee is comprised solely of independent directors.

No Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, or on any severance or change-in-control payments or benefits.

Independent Compensation Committee Advisor. The compensation committee engaged its own compensation consultant to assist with its 2020 review and analysis of our executive compensation programs. This consultant performed no other consulting or other services for us.

No Special Retirement Plans. We do not offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements exclusively to our executive officers.

Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation strategy.

No “Golden Parachute” Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any tax liability that our named executive officers might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code (the “Code”).

Multi-Year Vesting Requirements. The equity awards granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives.

No Special Health or Welfare Benefits. Our executive officers participate in the same company-sponsored health and welfare benefits programs as our other full-time, salaried employees.

Emphasis on Long-Term Compensation. Our executive compensation program is designed so a significant portion of compensation is long-term incentive compensation opportunities, primarily in the form of RSUs and/or PSUs.

No “Single Trigger” Change-in-Control Arrangements. No change of control payments or benefits are triggered simply by the occurrence of a change in control. All change of control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid).

Limited Perquisites. We do not provide perquisites or other personal benefits to our executive officers, except where they serve a legitimate business purpose.

No Hedging or Pledging. We prohibit our employees, including our executive officers, and the members of our board of directors from pledging our securities or engaging in hedging transactions with respect to our securities.
Executive Compensation Philosophy and Program Design
Our executive compensation program is guided by our overarching philosophy of paying for performance. Consistent with this philosophy, we design our executive compensation program to:

Provide compensation and benefit levels that will attract, motivate, reward, and retain a highly-talented team of executive officers within the context of responsible and balanced cost management;

Establish a direct link between our financial and operational results and strategic objectives and the compensation of our executive officers; and
 
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Align the interests and objectives of our executive officers with those of our shareholders by linking long-term incentive compensation opportunities to shareholder value creation and cash incentives to our annual performance.
We structure the annual compensation of our named executive officers, using three principal elements: base salary, annual cash bonus opportunities and long-term incentive compensation opportunities in the form of PSU awards, RSU awards, and stock options. The design of our executive compensation program is influenced by many factors with the primary goal being to align the interests of our named executive officers and shareholders.
Governance of Executive Compensation Program
Compensation-Setting Process
We do not benchmark pay when setting the target total direct compensation opportunities of our named executive officers. Instead, as described below, we evaluate the compensation levels and compensation practices of our compensation peer group when making executive compensation decisions. When setting each compensation element, the compensation committee and board of directors each considers these factors:

Our performance against the financial and operational objectives established by our board of directors;

Each individual executive officer’s skills, experience, and qualifications relative to other similarly-situated executives at the companies in our compensation peer group;

Each executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group;

The performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and success in working as part of a team, all of which reflect our core values;

The recommendations of our Chief Executive Officer for each executive officer other than with respect to her own compensation;

Compensation parity among our executive officers;

Our financial performance relative to our peers; and

The compensation practices of our compensation peer group and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels.
These factors provide the framework for compensation decision-making and final decisions regarding the target total direct compensation opportunity for each named executive officer.
Role of the Compensation Committee
The compensation committee reviews and makes recommendations to the board of directors to assist in carrying out the responsibilities relating to the compensation of our named executive officers. These responsibilities include reviewing and recommending for approval the following compensation elements with respect to our named executive officers: their annual base salaries; annual cash bonus opportunities; long-term incentive compensation opportunities; employment offers and severance and change of control agreements (including post-employment compensation arrangements); and other compensation, and perquisites and other personal benefits, if any. The compensation committee’s review of the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our named executive officers generally occurs in our first fiscal quarter, or more frequently as warranted.
Role of Executive Officers
Our Chief Executive Officer and other members of our management team assist the compensation committee in making its recommendations to the board of directors by providing information on corporate
 
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and individual performance, market data, and their perspective on compensation matters. The compensation committee solicits and reviews our Chief Executive Officer’s recommendations and proposals regarding adjustments to annual base salary, annual cash bonus opportunities, long-term incentive compensation opportunities, program structures, and other compensation-related matters for our named executive officers (other than with respect to our Chief Executive Officer’s own compensation). The compensation committee reviews and discusses these recommendations and proposals with our Chief Executive Officer and uses them as one factor in determining and recommending for approval of the board of directors the compensation for our executive officers. No member of the management team participates in any discussions or makes any recommendations regarding his or her own compensation.
Role of Compensation Consultant
The compensation committee engages an external compensation consultant to assist it in formulating recommendations regarding compensation to the board of directors by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2020, the compensation committee retained Compensia, a national compensation consulting firm, to serve as its compensation advisor. Compensia serves at the discretion of the compensation committee.
During 2020, Compensia regularly attended the meetings of the compensation committee (including in executive sessions without management present) and provided the following services:

Advised the compensation committee on the composition of our peer group;

Provided competitive market data based on the compensation peer group and broader compensation surveys for our executive officer positions and evaluated how the compensation we pay our executive officers compares both to our performance and to how the companies in our compensation peer group compensate their executives;

Assessed executive compensation trends within our industry, and provided updates on corporate governance and regulatory issues and developments;

Reviewed market equity compensation practices, including “burn rate” and “overhang”; and

Consulted with the compensation committee chair and other members between compensation committee meetings.
In 2020, Compensia provided no services to us other than the consulting services to the compensation committee. The compensation committee regularly reviews the objectivity and independence of the advice provided by its compensation consultant on executive compensation. The compensation committee considered the six specific independence factors adopted by the SEC and reflected in the listing standards of the Nasdaq Global Market and determined that the work of Compensia in 2020 raised no conflicts of interest.
Competitive Positioning
To compare our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a group of comparable technology companies. The companies in this compensation peer group were selected on the basis of their similarity to us in characteristics such as revenue, market capitalization, size, and industry focus.
In August 2019, with the assistance of Compensia, the compensation committee developed a compensation peer group to reflect our key financial attributes and recognize our business focus. The companies in this compensation peer group were selected on the basis of their similarity to us, based on the following criteria:

Publicly traded companies on a major U.S. stock exchange;

Similar revenue size - ~0.5x to ~2.0x our last four fiscal quarter revenue at the time of approximately $215 million (approximately $110 million to approximately $430 million);

Similar market capitalization - ~0.25x to ~4.0x our 30-day average market capitalization of $1.2 billion at the time (approximately $310 million to approximately $5.0 billion);
 
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Industry — application software, systems software, and internet services and infrastructure; and

Preference for recently public companies with strong revenue growth, a business-to-business model, and an enterprise focus.
Peers were selected based on their relative fit across all selection criteria and, although some peers did not meet all criteria, it was determined that the group of companies provided reasonable market data for executive compensation benchmarking purposes. At the time of their selection, most peers were within the desired revenue range (largest peer was ~2.6x our revenue at the time) and most peers were within the desired market capitalization range (largest peer was ~7x our market capitalization at the time).
The compensation committee approved the use of the competitive market data from the following compensation peer group from our 2019 study as one factor for setting executive compensation for 2020:
Alteryx
Everbridge
New Relic
Varonis Systems
AppFolio
Five9
Qualys
Yext
BlackLine
Forescout Technologies
Rapid7
Zuora
CarbonBlack
Instructure
SailPoint Technologies
Cloudera
MongoDB
Upland Software
In determining the peer group for setting executive compensation for 2020, the compensation committee removed seven companies from the peer group used for setting executive compensation for 2019 (Apptio, Hortonworks, and SendGrid (due to acquisitions), and Coupa Software, HubSpot, Okta, and Zscaler) and replaced them with six companies (Forescout Technologies, Instructure, SailPoint Technologies, Upland Software, Varonis Systems and Yext), which the compensation committee believed were better aligned in terms of size and other criteria such as business fit and revenue growth.
To analyze the compensation practices of the companies in our compensation peer group, Compensia gathered data from the public filings of the peer group companies as well as from the Radford Global Technology Survey. This market data was then used as a reference point for the compensation committee to assess our current compensation levels in its deliberations on compensation forms and amounts.
The compensation committee reviews our compensation peer group at least annually and may make adjustments to its composition, considering changes in both our business and the businesses of the companies in the peer group.
Shareholder Support
Shareholders are provided the opportunity to cast an annual advisory vote on the compensation of our named executive officers. At the 2020 annual meeting of shareholders, our shareholders indicated their strong support for the compensation of our named executive officers, with approximately 99.3% of votes cast on the say-on-pay proposal voting in favor of our executive compensation program. Based on this support from shareholders, the compensation committee and board of directors maintained the core elements of our executive compensation programs in fiscal 2020. The compensation committee and board of directors will continue to consider shareholder feedback and the results of say-on-pay votes when making future compensation decisions.
Risk Considerations
In establishing and reviewing our executive compensation program, the compensation committee considers whether the program and other employee compensation programs encourage unnecessary or excessive risk-taking and has concluded that they do not. Accordingly, we have determined that these programs are not reasonably likely to have a material adverse effect on the Company.
 
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Individual Compensation Elements
The following table summarizes the primary elements and objectives of our 2020 compensation program for our named executive officers.
Element
Description
Primary Objectives
Base Salary Ongoing, fixed cash compensation based on the named executive officer’s role and responsibilities, individual job performance, experience, and market.

Recruitment and retention
Annual Cash Bonus Annual cash incentive with target amounts for each named executive officer. Actual cash payments are linked to achievement of quarterly and annual company goals.

Incentivize and reward performance
Restricted Stock Units (“RSUs”) Full value equity awards that reward our named executive officers for long-term share price performance while helping us achieve retention objectives because there is value to the recipient even if the market price of our Ordinary Shares on the vesting date declines below the market price on the grant date.

Align with shareholders’ interests

Retention

Long-term value creation
Performance Stock Units (“PSUs”) Full value equity awards that are linked to achievement of annual performance goals and subject to continued employment during the vesting period subsequent to the annual performance period. PSU awards provide an appropriate long-term incentive for our named executive officers because they will only be eligible to be earned and vest if we achieve pre-established key corporate goals recommended by the compensation committee and approved by the board of directors. With PSU payouts generally increasing upon enhanced achievement of such corporate goals, the growth of our business is emphasized, thus aligning the interests of our executive officers with those of our shareholders.

Incentivize achievement of specific performance goals

Retention

Align with shareholders’ interests

Long-term value creation
Stock Options Stock option awards that vest based on continued employment that provide variable compensation only if there is an increase in the stock price from the date of grant.

Align with shareholders’ interests

Retention

Link realized value entirely to stock appreciation
Base Salary
We establish the initial base salaries of our executive officers through arm’s-length negotiation when we hire the individual executive officer, considering the relevant position, qualifications, experience, and the base salaries of our other executive officers. The compensation committee reviews the base salaries of our executive officers annually and recommends adjustments to our board of directors as it determines necessary or appropriate.
 
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For each named executive officer that joined us in 2020, the board of directors, upon the recommendation of the compensation committee, considered the factors described above to approve their base salaries, including the increase in Ms. Kiser’s base salary in connection with her taking on the additional role of Chief Operating Officer in October 2020. In February 2020, the compensation committee reviewed the base salary of Mr. Meister, our Chief Financial Officer, considering a competitive market analysis prepared by Compensia, the recommendations of our Chief Executive Officer, and the other factors described above, with an emphasis on retaining Mr. Meister to promote stability in our organization during this year of leadership transition. Following this review, the compensation committee recommended, and the board of directors approved, a market competitive adjustment to the base salary for Mr. Meister, effective in April 2020. The annualized base salaries of the named executive officers for 2020 were:
Named Executive Officer
2019 Base
Salary
2020 Base
Salary
Percentage
Adjustment
Ms. Bemont
$ 500,000 N/A
Mr. Meister(1) $ 350,000 $ 415,000 18.6%
Ms. Graham
$ 360,000 N/A
Ms. Kiser(2) $ 375,000 N/A
Mr. Tammana
$ 400,000 N/A
(1)
Mr. Meister’s 2020 annualized base salary became effective as of April 1, 2020.
(2)
Ms. Kiser’s annualized base salary reflects the increase in salary in connection with her taking on the additional role of Chief Operating Officer. The increase in her base salary became effective on October 2, 2020. Prior to such increase, Ms. Kiser’s base salary was $320,000.
Annual Cash Bonuses
Each of our named executive officers, other than Mr. Tuchen, participated in our 2020 Bonus Plan.
For the 2020 Bonus Plan, the compensation committee and board of directors determined that the following performance metrics would be appropriate and effective measures for our named executive officers’ cash bonus awards:
Metric
Weighting
of Total
Payout
Opportunity
Purpose
Total Net New ARR
80%
Designed to motivate, focus, and reward our named executive officers to emphasize top-line growth through additions of new customers, expansions with existing customers and higher renewal rates.
Non-GAAP Operating Margin
20%
Designed to motivate, focus, and reward our named executive officers to emphasize efficiency and balance growth goals with profitability.
Total Net New ARR was aimed at driving growth in our business while Non-GAAP Operating Margin was aimed at driving efficiency in our business. Payment under the 2020 Bonus Plan was tied to our actual achievement against the pre-established target levels for each of these performance metrics.
As described in greater detail in the “— 2020 Bonus Plan Design” section below, the 2020 Bonus Plan included quarterly achievement measures and payouts. This was a change from our historical practice (which included only annual targets) and was implemented by our board of directors in order to incentivize predictable, sustainable performance quarter-over-quarter.
Target Annual Cash Bonus Opportunities
Each named executive officer, other than Mr. Tuchen, was assigned a target annual cash bonus opportunity based on a percentage of her or his 2020 weighted average annualized base salary, or, in the case of Mr. Tammana, his pro-rata annual base salary for 2020.
 
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For the named executive officers who joined us in 2020, we established their initial target annual cash bonus opportunity through arm’s-length negotiation at the time of their hire, considering the relevant position, qualifications, experience, a competitive market analysis prepared by Compensia, and the target annual cash bonus opportunity of our other executive officers.
In February 2020, the compensation committee reviewed the target annual cash bonus opportunity for Mr. Meister considering a competitive market analysis prepared by Compensia, the recommendations of our Chief Executive Officer, and the other factors described above. Following this review, the compensation committee recommended to the board of directors, and the board of directors approved, an increase to Mr. Meister’s target annual cash bonus opportunity percentage to 65% from 60%, effective for payments made on or after April 1, 2020. In October 2020, the compensation committee recommended, and the board of directors approved, an increase to Ms. Kiser’s annual cash bonus opportunity percentage from approximately 41% to 70% in connection with her appointment as our Chief Operating Officer and in recognition of her additional responsibilities in that role.
The target annual cash bonus opportunities of the named executive officers for 2020 were:
Named Executive Officer
2020 Target
Annual Cash
Incentive
Compensation
Opportunity
(as a percentage
of base salary)
2020 Target
Annual Cash
Incentive
Compensation
Opportunity ($)
Ms. Bemont
100% $ 500,000
Mr. Meister(1) 65% $ 259,188
Ms. Graham
100% $ 360,000
Ms. Kiser(2) 49% $ 163,125
Mr. Tammana(3) 65% $ 65,000
(1)
In February 2020, the compensation committee recommended, and the board approved, an increase in Mr. Meister’s target annual cash bonus opportunity to 65% from 60%. This change was effective for cash bonus payments made on or after April 1, 2020.
(2)
The 2020 target annual cash bonus opportunity numbers for Ms. Kiser represent her weighted target opportunity during 2020. Upon her hire, Ms. Kiser was entitled to a target annual cash bonus compensation opportunity of 40.625% of her annualized base salary of $320,000. Upon her appointment as Chief Operating Officer in October 2020, her target annual cash bonus opportunity increased to 70% of her annualized base salary of $375,000, effective as of October 2, 2020.
(3)
Mr. Tammana joined us as of October 5, 2020 and the dollar value of his 2020 target annual cash bonus opportunity is prorated to reflect his start date.
For 2020 only, Ms. Bemont, Ms. Graham and Ms. Kiser each were entitled to a guaranteed annual bonus, with the opportunity to earn a higher bonus if our achievement exceeded our corporate performance metric targets. Our board of directors approved this approach for 2020 to attract them and incentivize them to accept positions with us by providing certainty with respect to their first year cash compensation. Mr. Meister and Mr. Tammana were eligible to earn an amount under the 2020 Bonus Plan solely based on our achievement of key corporate performance metrics.
2020 Bonus Plan Design
On February 20, 2020, the board of directors, upon the recommendation of the compensation committee, approved the performance metrics (Total Net New ARR and Non-GAAP Operating Margin), the related target levels, and the payment percentages for each of the 2020 corporate performance metrics.
The target levels for each of these performance metrics were based on our 2020 operating plan, which was reviewed and approved by our board of directors, with input from our Chief Executive Officer and our
 
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Chief Financial Officer. These target levels were set to be achievable through diligent effort, and to reward strong management performance in light of our strategic objectives and the industry and economic conditions and trends at the time the target levels were set, which preceded the global spread of COVID-19 and its resulting impact on the economy and our business. Target levels for the performance metrics for the 2020 Bonus Plan were set for each fiscal quarter and for the full fiscal year. The compensation committee and board of directors believed quarterly targets were critical to consistently building ARR throughout the year, minimizing inconsistency in business performance, and building capacity for predictable, sustainable performance from quarter-to-quarter. To mitigate the risk that overachievement against quarterly targets could result in payouts during the year that exceed the payouts that would have been made had the 2020 Bonus Plan contained only an annual measurement period, the board of directors, upon the recommendation of the compensation committee, limited the maximum payout in any quarter to 75% of the target cash bonus opportunity for that particular quarter. Any payout in respect to achievement in any quarter in excess of the 75% payout limit (a “Quarterly Catch-up Payment”) was to be paid in a lump sum after the completion of the fiscal year, subject to performance relative to the full-year goals. Such lump sum payment was to be calculated as the lesser of (i) the sum of the Quarterly Catch-up Payments accrued during the year and (ii) the payout that would be earned based on achievement against the full-year performance metric targets less the quarterly payouts made to the named executive officer. The 2020 Bonus Plan did not contain a clawback feature to the extent the aggregate amounts paid out quarterly exceeded the amount that would have been earned based on achievement against full-year performance metric targets.
The quarterly and annual target levels for each performance metric are set forth in the table below.
Total Net New ARR(1) (millions $)
Non-GAAP Operating Margin(2) (%)
Q1
Q2
Q3
Q4
Full Year
Q1
Q2
Q3
Q4
Full Year
Target
$8.9
$14.1
$12.9
$16.0
$51.9
(12.5%)
(20.7%)
(11.9%)
(10.5%)
(13.8%)
(1)
Total Net New ARR was defined as the change in Total ARR from the end of the prior quarter for purposes of assessing quarterly achievement and as the change in Total ARR from the prior year for purposes of assessing annual achievement. Total ARR was defined as the annual recurring revenue of all active contracts at the end of a reporting period, including subscriptions for use of term-based deployed licenses and cloud offerings, but excluding original equipment manufacturer (OEM) sales. To compute Total ARR, multi-year contracts and contracts with terms of less than one year were annualized by dividing the total committed contract value by the number of months in the subscription term and then multiplying by 12. Total ARR is disclosed to investors quarterly as a key business metric. Target amounts were based on constant currency exchange rates as of December 31, 2019. Total Net New ARR measured at the end of each fiscal quarter was measured against Total ARR as of the end of the prior quarter, and Total Net New ARR measured at the end of the year was measured against Total ARR at December 31, 2019.
(2)
Non-GAAP Operating Margin was defined as Non-GAAP (Loss) Income from Operations divided by total revenue. Non-GAAP (Loss) Income from Operations was defined as the Non-GAAP (Loss) Income from Operations as reported in our quarterly earnings releases, and is calculated as our GAAP (Loss) Income for Operations excluding: (i) share-based compensation expense (expense related to equity-based compensation plans that do not require cash settlement from us), (ii) amortization of acquired intangible assets (intangible assets amortization expense resulting from past acquisitions), and (iii) other expenses (expenses related to reorganization costs associated with (a) the hiring and separation from employment of certain executive officers, (b) reorganization of our business model in emerging markets, and (c) the amortization of debt discount and debt issuance costs resulting from the issuance of our 1.75% Convertible Senior Notes due September 2024).
 
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The table below presents the payment percentages in relation to the relative achievement against each of the Total Net New ARR and Non-GAAP Operating Margin performance metrics:
Total Net New ARR and Non-GAAP Operating Margin Payouts
Threshold
Target
Maximum
Relative Achievement
80% 100% 120%
Payment Percentage
50% 100% 200%
Achievement between the percentage levels identified above for the relevant measurement period would result in a payment percentage with respect to the Total Net New ARR metric or the Non-GAAP Operating Margin metric, respectively, calculated based on a linear interpolation between those levels. No payout under the Total Net New ARR portion or the Non-GAAP Operating Margin portion of the 2020 Bonus Plan would be made if the threshold level of 80% of the Net New ARR target or the non-GAAP Operating Margin was not achieved.
2020 Bonus Plan Payments
Following the end of each 2020 fiscal quarter, upon the review and recommendation of the compensation committee, the board of directors determined the achievement of each performance metric against target and approved payout amounts to the named executive officers participating in the 2020 Bonus Plan during the applicable fiscal quarter.
The table below presents: the relative achievement against target for each performance metric for each 2020 fiscal quarter and full fiscal year; the corresponding attainment percentage for each performance metric and measurement period; the overall attainment, applying the relative weightings of each performance metric, for each measurement period; and the relative percentage of the actual payouts made for each measurement period. Performance relative to target levels for Total Net New ARR was measured on a constant currency basis each quarter.
Total Net New ARR
Non-GAAP Operating Margin
Q1
Q2
Q3
Q4
FY
Q1
Q2
Q3
Q4
FY
Relative Achievement (%)
82%
54%
60%
79%
68%
157%
152%
156%
187%
162%
Relative Payout (%)
55%(1)
0%
0%
0%
0%
200%(1)
200%
200%
200%
200%
Weighted Attainment: Total Net New ARR (80%) + Non-GAAP Net Operating Margin (20%)
Q1
Q2
Q3
Q4
FY
84%(2)
40%
40%
40%
40%
Relative Payout (%)
Q1
Q2
Q3
Q4
FY
75%(2)
40%
40%
40%
48.75%
(1)
These numbers represent the relative payout percentage for each metric unadjusted for the limit on the maximum quarterly payout as described in the following footnote.
(2)
Absent the maximum 75% payout limit, the achievement against the performance metrics for the first quarter would have resulted in attainment of a payout of 84% against the target payout amount. However, due to the 75% payout limit, the board of directors approved, upon review and recommendation of the compensation committee, a payout equal to 75% of target for the first quarter, subject to a later Quarterly Catch-up Payments. No subsequent Quarterly Catch-up Payment was made in light of full-year performance.
 
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The actual amounts paid to our named executive officers under our 2020 Bonus Plan are set forth in the “Non-Equity Incentive Plan Compensation” column in the “2020 Summary Compensation Table” below.
Long-Term Incentive Compensation
The compensation committee and our board of directors believes long-term incentive compensation in the form of equity awards is an effective means for focusing our named executive officers on driving increased shareholder value over a multi-year period, providing a meaningful reward for our share price performance and long-term value creation, and motivating them to remain employed with us.
2020 Annual Awards
In 2020, the compensation committee recommended to the board of directors the use of PSU awards and RSU awards to deliver the annual long-term incentive compensation opportunities to our executive officers. This approach aligns the contributions of our named executive officers with the long-term interests of our shareholders and allows them to participate in any future appreciation in our Ordinary Shares.
As with our other elements of compensation, the compensation committee assesses and recommends to our board of directors long-term incentive compensation for our named executive officers as part of its annual compensation review and after considering a competitive market analysis prepared by Compensia, the recommendations of our Chief Executive Officer (except with respect to her own long-term incentive compensation), the outstanding equity holdings of each executive officer, the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the companies in our compensation peer group, the potential voting power dilution to our shareholders (our “overhang”) in relation to the companies in our compensation peer group, and the other factors described above.
In February 2020, the compensation committee recommended that the board of directors grant to Ms. Bemont, consistent with the terms of her offer letter, equity compensation awards with the grant date value of those awards generally evenly split between RSU awards and PSU awards, and to Mr. Meister equity compensation awards with the grant date value of those awards of consisting of approximately 80% RSU awards and 20% PSU awards (the “2020 Annual Equity Program”). None of Ms. Graham, Ms. Kiser, Mr. Tammana, each of whom joined us in 2020 and was granted new hire awards described in more detail below, received an award under our 2020 Annual Equity Program. The compensation committee and board of directors determined to emphasize RSUs as compared to PSUs for Mr. Meister under the 2020 Annual Equity Program in order to provide incentives for him to remain with us during this period of leadership transition and promote stability within our organization.
The annual equity awards granted to the named executive officers during 2020 under the 2020 Annual Equity Program were:
Named Executive Officer
RSU Awards
(Ordinary
Shares)
PSU Awards
(target Ordinary
Shares
at 100%
achievement)
Equity Awards
(Aggregate
Grant Date
Fair Value)
Ms. Bemont
94,600 94,600 6,877,420
Mr. Meister
64,880 16,220 2,947,985
RSU awards granted under the 2020 Annual Equity Program and, to the extent earned, the PSUs, will generally vest 40% on the two-year anniversary of the 15th day of the month occurring in or following the month of the grant date (the “two-year anniversary”) and the remaining portion of the award will then vest in equal quarterly increments over the following two years. However, recipients of awards may elect at the time of grant an alternative to the default vesting structure, such that 20% of the award will vest after one year, then 5% of the award in each of the following four quarters, and then 7.5% of the award in each of the following eight quarters. None of our named executive officers elected this for awards made under the 2020 Annual Equity Program. In addition, if an award recipient’s employment with us terminates prior to the two-year anniversary but after the date that is one-year prior to the two-year anniversary (the “one-year
 
38

 
anniversary”), then RSU awards and PSU awards, to the extent earned, vest as to 20% of the award plus five percent of the award for each full quarter of service completed after the one-year anniversary.
PSU awards granted under the 2020 Annual Equity Program are earned solely on the achievement of Net New Cloud ARR during the one-year performance period beginning January 1, 2020 and ending on December 31, 2020. The board of directors believed Net New Cloud ARR was an important driver for creating long-term shareholder value and therefore selected this as the sole performance metric for the PSU awards made under the 2020 Annual Equity Program. Given the strategic importance of focusing on growth of Net New Cloud ARR in light of market-based trends in demand for cloud-based software offerings, the board of directors believed a one-year performance period was appropriate.
The target level for the Net New Cloud ARR performance metric was $46.1 million, based on exchange rates as of December 31, 2019.
The table that follows sets forth the threshold, target, and maximum PSU payouts and the corresponding achievement percentage of the performance metric compared to the target.
PSU Payout Levels
Threshold
Target
Maximum
Percent Achievement Net New Cloud ARR(1)
90% 100% 136%
PSU Payout Percentage (as a percentage of target)
75% 100% 200%
(1)
Net New Cloud ARR was defined as the difference of Cloud ARR at December 31, 2020 (based on exchange rates as of December 31, 2019) and Cloud ARR at December 31, 2019 where Cloud ARR was defined as the annualized recurring value of all active cloud-based contracts at the relevant measurement date, and includes subscriptions for use of cloud-based offerings, including premise-to-cloud migrations, but excluding OEM sales (other than Stitch OEM sales). To compute Cloud ARR, multi-year contracts and contracts with terms of less than one year were annualized by dividing the total committed contract value by the number of months in the subscription term and then multiplying by 12. Cloud ARR is disclosed to investors quarterly as a key business metric.
Achievement between the percentage levels identified above was to result in a number of Ordinary Shares underlying the PSU award being earned based on a linear interpolation between those levels. No Ordinary Shares underlying a PSU award would be earned if the threshold level of 90% of the Net New Cloud ARR target was not achieved.
In February 2021, based on actual achievement of 112% of the target 2020 Net New Cloud ARR level, the 2020 PSU awards were earned at 132% of target payout levels (66% of maximum payout levels), and became eligible to vest on the time-based vesting terms described above.
The following table presents the number of PSUs earned by each of our named executive officers compared to their target number of PSUs underlying their 2020 PSU awards:
2020 PSU Payouts
Named Executive Officer
PSUs Earned
Target
Number of
PSUs
% of
 Target 
Ms. Bemont
124,943 94,600 132%
Mr. Meister
21,423 16,220 132%
New Hire and Promotion Awards
In 2020, the compensation committee recommended to the board of directors the use of RSU awards, PSU awards, and stock option awards to attract, motivate and retain the named executive officers that we hired in 2020, including Ms. Bemont, Ms. Graham, Ms. Kiser, and Mr. Tammana. The compensation committee also recommended to the board of directors the grant of an RSU award to Ms. Kiser in connection
 
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with her appointment as our Chief Operating Officer in October 2020. These new hire and promotion awards align the contributions of our named executive officers with the long-term interests of our shareholders and allow them to realize value based on our share price performance.
As with our other elements of compensation, the compensation committee assesses and recommends to our board of directors new hire and promotion awards for our named executive officers after considering a competitive market analysis prepared by Compensia, the recommendations of our Chief Executive Officer (except with respect to her own equity awards), the amounts necessary to recruit executives to our business, the projected impact of the proposed awards on our earnings, the proportion of our burn rate in relation to the companies in our compensation peer group, our overhang in relation to the companies in our compensation peer group, French law limitations on our outstanding RSU awards, and the other factors previously described.
The new hire and promotion equity awards granted to the named executive officers during 2020 were:
Named Executive Officer
RSU Awards
(Ordinary
Shares)
PSU Awards
(target Ordinary
Shares
at 100%
achievement)
Stock Option
Awards
(Ordinary
Shares)
Equity Awards
(Aggregate
Grant Date
Fair Value)
Ms. Bemont(1) 140,613 66,613 $ 8,150,915
Ms. Graham
81,400 $ 3,334,144
Ms. Kiser(2) 74,590 $ 3,009,705
Mr. Tammana
45,113 106,418 $ 3,593,462
(1)
Ms. Bemont’s new hire awards consisted of a grant of RSUs in January 2020 of 74,000 shares, a grant of RSUs in August 2020 of 66,613 shares, and a grant of PSUs in August 2020 of 66,613 shares (at 100% achievement of target). The number of shares underlying the August 2020 RSU and PSU awards were set forth in Ms. Bemont’s offer letter, which was approved by the board of directors, upon the recommendation of the compensation committee, in January 2020. Further, the performance metrics applicable to the August 2020 PSU award were set by the board of directors, upon the recommendation of the compensation committee, in February 2020. These grants were approved in August 2020 as a result of efforts to manage the number of outstanding RSU and PSU awards to comply with constraints imposed by French law.
(2)
Ms. Kiser’s RSU awards consisted of a new hire grant in January 2020 of 61,700 shares and a promotion award in November 2020 of 12,890 shares.
Ms. Bemont’s new hire RSU awards and PSU awards, to the extent earned, contained the following vesting provisions. Ms. Bemont’s January 2020 RSU awards vests 100% on January 15, 2022. Her August 2020 RSU award and PSU award, to the extent earned, vest 55% on the two-year anniversary of the 15th day of the month occurring in or following the month of the grant date (the “two-year anniversary”) and the remaining portion of the award will then vest in equal quarterly increments over the following six quarters. With respect to her August 2020 RSU and PSU awards, to the extent her employment terminates with us prior to the two-year anniversary but after the date that is one-year prior to the two-year anniversary (the “one-year anniversary”), then the RSU award and PSU award, to the extent earned, vest as to 27.5% of the award plus 6.875% of the award for each full quarter of service completed after the one-year anniversary. These vesting schedules were set as part of the arm’s length negotiation when we were recruiting Ms. Bemont to join our Company and in order to entice her to accept the chief executive officer position. Ms. Bemont’s new hire PSU award was earned on the same basis of the PSU awards granted under the 2020 Annual Equity Program. In February 2021, based on actual achievement of 112% of the target 2020 Net New Cloud ARR level, her August 2020 PSU award was earned at 132% of target payout levels (66% of maximum payout levels), or 87,979 Ordinary Shares, and became eligible to vest on the time-based vesting terms described above.
New hire and promotion RSU awards granted in 2020 to Ms. Graham, Ms. Kiser, and Mr. Tammana vest 50% on the two-year anniversary of the 15th day of the month occurring in or following the month of
 
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the grant date (the “two-year anniversary”) and the remaining portion of the award will then vest in equal quarterly increments over the following two years. Recipients of awards with such a vesting schedule may elect at the time of grant an alternative to the default vesting structure, such that 25% of the award will vest after one year, then 7.5% of the award in each of the following twelve quarters. None of our named executive officers elected this for new hire and promotion awards made in 2020. In addition, if an award recipient’s employment with us terminates prior to the two-year anniversary but after the date that is one-year prior to the two-year anniversary (the “one-year anniversary”), then RSU awards vest as to 25% of the award plus 7.5% of the award for each full quarter of service completed after the one-year anniversary.
Mr. Tammana’s stock option award vests 25% on November 15, 2021 and the remaining portion of the award will then vest in equal quarterly installments over the following three years, subject to his continued service with us.
Retirement, Welfare and Health Benefits
Our named executive officers are eligible to participate in our employee benefit programs on the same basis as our other full-time, salaried employees. Talend, Inc. sponsors a Section 401(k) profit-sharing plan, which is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code (the “Code”). All of our U.S. employees, including the named executive officers, are eligible to participate on the first day of the month following two full calendar months of employment. The Section 401(k) plan includes a salary deferral arrangement under which participants may elect to defer up to 100% of their current eligible compensation not over the statutorily prescribed limit, and have their compensation deferral contributed to the Section 401(k) plan. In addition, the Section 401(k) plan includes a 100% company match of the first 4% of eligible compensation contributed by a participant to the Section 401(k) plan, subject to statutory and regulatory limits.
Our named executive officers are eligible to participate in the Amended and Restated 2017 Employee Stock Purchase Plan (the “ESPP”), which is intended to qualify under Section 423 of the Code. The ESPP allows eligible employee participants to purchase Ordinary Shares at a discount through payroll deductions. Under the ESPP, employees are eligible to purchase Ordinary Shares through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP has two consecutive offering periods of approximately six months in length during the year, and the purchase price of the Ordinary Shares will be 85% of the lower of the fair value of our Ordinary Shares on the first trading day of the offering period or on the last day of the offering period. Pursuant to applicable tax rules, an employee may purchase no more than $25,000 worth of Ordinary Shares under the ESPP, valued as of the start of the offering period, for any calendar year in which a purchase right is outstanding.
Our health and welfare benefits include medical, dental and vision benefits, disability insurance, basic group life insurance coverage, health savings accounts, and accidental death and dismemberment insurance. We design our employee benefits programs to be affordable and competitive in relation to the market, and compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon changes in applicable laws and market practices.
Perquisites, Other Personal Benefits, Special Bonuses
We do not provide perquisites or other personal benefits to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. During 2020, none of the named executive officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual.
In connection with their appointments, Ms. Bemont received a one-time cash relocation bonus of $75,000 and Ms. Kiser received a one-time cash sign-on bonus of $325,000 (payable in four quarterly installments over 2020). A pro-rated portion of Ms. Bemont’s relocation bonus was repayable to us if, before the first anniversary of her employment, she ceased to be employed as our CEO due to a voluntary resignation (other than for “good reason”) or her termination by us for “cause” ​(each as defined in her employment letter). In determining the values and payment structures for these cash sign-on bonuses, the
 
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board of directors, upon recommendation of the compensation committee, considered all of the factors described above, with an emphasis on providing incentivize that would recruits these executives to our Company.
In February 2021, Ms. Kiser received a one-time, cash bonus of $37,500, in recognition her service as both our Chief Customer Officer and Chief Operating Officer in the fourth quarter of 2020, and her leadership as the Chief Operating Officer. In determining this amount, the board of directors, upon recommendation of the compensation committee, considered Ms. Kiser’s compensation relative to the market data for similarly situated executives and the other factors described above.
In the future, we may provide perquisites, other personal benefits and/or special bonuses in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites, other personal benefits, or special bonuses will be approved and subject to periodic review by the compensation committee.
Employment Offer Letters and Agreements
We entered into written employment offer letters or employment agreements with each of our executive officers, including the named executive officers. Each of these agreements was approved by our board of directors upon the recommendation of our compensation committee.
In filling each of our executive positions, our board of directors or the compensation committee recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. Our board of directors and the compensation committee were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations.
For information on the specific terms and conditions of the employment offer letters of the named executive officers, see the discussion of “Executive Officer Employment Arrangements” below.
Post-Employment Compensation
We entered into written change of control and severance agreements with each of our executive officers, including the named executive officers. Having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave us under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.
We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We believe, however, these arrangements are necessary to offer compensation packages that are competitive.
These arrangements align the interests of management and shareholders when considering the long-term future for the Company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing corporate transaction activity in the best interests of shareholders regardless of whether those transactions may cause their own job loss.
All payments and benefits if a change of control occurs are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). With the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against losing retention power following a change of control and to avoid windfalls, both of which could occur if vesting accelerated automatically because of the transaction. We also provide severance payments and acceleration of vesting under these arrangements for certain qualifying terminations of employment occurring outside the change of control context.
We entered into amended change of control and severance agreements with Ms. Bemont and Mr. Meister. Mr. Meister’s agreement was amended to provide that if he is terminated outside of a change
 
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of control without “cause” ​(and other than for death or “disability”) (as such terms are defined in the agreement), then he is eligible to receive, subject to timely execution and non-revocation of a release of claims, 50% accelerated vesting of any then-unvested shares subject to then-outstanding equity awards and, for any outstanding equity awards with performance-based vesting requirements, the performance metrics will be deemed achieved at the greater of actual performance or 100% of target levels. Ms. Bemont’s agreement was amended to provide that if she is terminated outside of a change of control without “cause” ​(other than for death or “disability”) (as such terms are defined in the agreement) or she terminates her employment outside of a change of control for “good reason” ​(as such terms are defined in the agreement), she is, in addition to the 50% accelerated vesting of then-unvested time-based equity awards she was entitled to under her original agreement, entitled to 50% accelerated vesting of then-outstanding equity awards with performance-based vesting requirements, which performance metrics would be deemed achieved at the greater of actual performance of 100% of target levels. The changes to Ms. Bemont’s and Mr. Meister’s agreements only resulted in modifications in acceleration of equity awards outside of a change of control and the changes were approved by our board of directors, upon recommendation from our compensation committee, taking into account internal alignment considerations and our desire to provide incentives for these named executive officers to drive and grow our business over the long-term, and without distraction from the concern of being involuntarily terminated outside of change of control.
For information on the change of control severance agreements for the named executive officers, and an estimate of the potential payments and benefits payable under these agreements, see “Potential Payments Upon Termination or Change of Control” below.
We also entered into a separation agreement and consulting agreement with Mr. Tuchen providing him with his contractual severance in exchange for a release of claims and additional equity vesting for so long as he continues to provide services to us. The board of directors believed that entering into these agreements with Mr. Tuchen was important in order to facilitate a smooth leadership transition. For information on Mr. Tuchen’s agreements, please see “Executive Officer Employment Arrangements — Michael Tuchen” below.
Other Compensation Policies and Practices
Policy Prohibiting Hedging or Pledging of Our Equity Securities
Our insider trading compliance policy prohibits all our employees, including our executive officers, and the members of our board of directors, whom we refer to as covered persons, from engaging in derivative securities transactions, including publicly-traded options, such as puts and calls, regarding our Ordinary Shares. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding the Company’s securities. The insider trading compliance policy also prohibits covered persons from short sales and “selling short against the box” transactions with respect to the Company’s securities and prohibits covered persons from pledging the Company’s securities as collateral or holding the Company’s securities in a margin account.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Section 162(m) of the Code generally limits the amount we may deduct from our federal income taxes for compensation paid to our Chief Executive Officer and certain other current and former executive officers who are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, subject to certain limited exceptions. In approving the amount and form of compensation for our named executive officers in the future, we generally consider all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. We may, in our judgment, authorize compensation payments that will not or may not be deductible when we believe such payments are appropriate to attract, retain or motivate executive talent.
 
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Accounting for Stock-Based Compensation
We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our board of directors, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may realize no value from their awards.
Compensation Committee Report
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 appearing herein be included in this proxy statement.
Respectfully submitted by the members of the compensation committee of the board of directors:
THE COMPENSATION COMMITTEE
Nora Denzel (Chair)
Elissa Fink
Steve Singh
 
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2020 Summary Compensation Table
The following table presents information concerning the total compensation of our named executive officers for each of the last three fiscal years. No disclosure is provided for fiscal years for which those persons were not named executive officers.
Name and Principal Position
Year
Salary
($)
Bonus
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(2)
Non-Equity
Incentive
Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Christal Bemont
Chief Executive Officer
2020 490,705(5) 75,000 15,028,335 500,000 3,772 16,097,812
Michael Tuchen
Former Chief Executive Officer
2020 9,827(6) 2,281,436 2,291,263
2019 365,000 5,685,814 6,050,814
2018 361,625 3,446,137 292,120 4,099,882
Adam Meister
Chief Financial Officer
2020 389,333 2,947,985 123,581 11,400 3,472,299
2019 350,000 4,140,345 11,200 4,501,545
2018 102,083(7) 3,159,450 46,810(7) 1,561 3,309,904
Ann-Christel Graham
Chief Revenue Officer
2020 353,307(5) 3,334,144 360,000 7,800 4,055,251
Jamie Kiser
Chief Operating Officer & Chief Customer Officer
2020 327,590(5) 362,500 3,009,705 163,125 5,188 3,868,107
Krishna Tammana
Chief Technology Officer
2020 97,179(8) 1,688,580 1,904,882 26,000(8) 3,716,641
(1)
The amount reported for Ms. Bemont for 2020 reflects a relocation bonus payment of $75,000. The amount reported for Ms. Kiser for 2020 reflects a sign-on bonus payment of $325,000 and a one-time individual bonus of $37,500 in recognition of her service as both our Chief Customer Officer and Chief Operating Officer in the fourth quarter of 2020.
(2)
The amounts reported represent the aggregate grant-date fair value of the stock or option awards granted to the named executive officer in 2020, 2019, and 2018, respectively, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation-Stock Compensation. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The table below shows the grant date fair value of the PSU awards for each named executive officer for each of the last three fiscal years, as disclosed in the 2020 Summary Compensation Table, as well as the value of such PSU awards assuming the highest level of performance conditions will be achieved:
 
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Name and Principal Position
Year
PSU Award
Grant Date
Fair Value
as Reported
in 2020
Summary
Compensation
Table
($)
PSU Grant
Date Value
Assuming
Maximum
Level of
Achievement
($)
Christal Bemont
Chief Executive Officer
2020 5,998,648 11,997,295
Michael Tuchen
Former Chief Executive Officer
2020
2019 2,842,930 5,685,767
2018 1,723,068 3,446,137
Adam Meister
Chief Financial Officer
2020 589,597 1,179,194
2019 1,550,651 3,101,302
2018
(3)
The amounts reported represent payments made under our 2020 and 2018 Bonus Plans, respectively. No amounts were paid to our named executive officers under our 2019 Bonus Plan.
(4)
The following table sets forth a detailed breakdown of the items which comprise “All Other Compensation” for 2020:
Name
401(k) Plan
Match
($)(a)
Severance
($)(b)
Payout of
Accrued
but Unused
Paid Time Off
($)(c)
Termination-
Related
Stock-Based
Compensation
Expense($)(d)
Total
($)
Christal Bemont
3,772 3,772
Michael Tuchen
365,000 48,489 1,867,947 2,281,436
Adam Meister
11,400 11,400
Ann-Christel Graham
7,800 7,800
Jamie Kiser
5,188 5,188
(a)
These amounts reflect company matching contributions under the Talend, Inc. 401(k) Plan.
(b)
These amounts reflect cash severance payments made in connection with Mr. Tuchen’s resignation as our Chief Executive Officer in January 2020.
(c)
This amount reflects cash payments made to Mr. Tuchen in connection with his resignation as of Chief Executive Officer in January 2020 for accrued but unused paid time off.
(d)
This amount reflects an incremental stock-based compensation expense recognized in 2020 in connection with Mr. Tuchen’s resignation from our board of directors and entry into a consulting agreement that provides for continued vesting of his outstanding equity awards.
(5)
Each of Ms. Bemont, Ms. Graham, and Ms. Kiser joined us in January 2020 and therefore their salaries set forth in the table above are each prorated for the portion of 2020 in which each was employed with us.
(6)
Mr. Tuchen resigned as our Chief Executive Officer on January 8, 2020 and therefore his salary set forth in the table above was prorated for the portion of 2020 in which he was employed with us.
(7)
Mr. Meister joined us in September 2018 and therefore his salary and payment under the 2018 Bonus Plan set forth in the table above were prorated for the portion of 2018 in which he was employed with us.
 
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(8)
Mr. Tammana joined us in October 2020 and therefore his salary set forth in the table above was prorated for the portion of 2020 in which he was employed with us and the payment under the 2020 Bonus Plan reflects his eligibility to receive payments based only on our achievement against the 2020 Bonus Plan metrics in the fourth quarter of 2020.
2020 Grants of Plan-Based Awards Table
The following table presents information concerning grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2020:
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards(5)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(5)
Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(6)
Exercise
or Base
Price of
Option
Awards
($/sh)(7)
Grant Date
Fair Value
of Stock
and
Option
Awards
($)(8)
Name(1)
Grant Date
Threshold
($)(2)
Target
($)(3)
Maximum
($)(4)
Threshold
Target
Maximum
Christal Bemont
1/8/2020 74,000 3,031,040
2/11/2020 94,600 3,438,710
2/11/2020 70,950 94,600 189,200 3,438,710
8/25/2020 66,613 2,559,938
8/25/2020 49,959 66,613 133,226 2,559,938
500,000 1,000,000
Adam Meister
2/11/2020 64,880 2,358,388
2/11/2020 12,165 16,220 32,440 589,597
129,594 259,188 518,375
Ann-Christel Graham
1/8/2020 81,400 3,334,144
360,000 720,000
Jamie Kiser
1/8/2020 61,700 2,527,232
11/3/2020 12,890 482,473
163,125 326,250
Krishna Tammana
11/3/2020 45,113 1,688,580
11/3/2020 106,418 39.41 1,904,882
32,500 65,000 130,000
(1)
Mr. Tuchen, our former Chief Executive Officer, was not eligible to participate in any grants of plan-based awards in 2020 and is therefore excluded from this table.
(2)
Represents the amount such executive would be entitled to receive if the Company had achieved 80% performance against each of the Total Net New ARR target and the Non-GAAP Operating Margin target under the 2020 Bonus Plan for each quarterly measurement period. Each of Ms. Bemont, Ms. Graham and Ms. Kiser were guaranteed on-target bonus payout for 2020 and thus no threshold applied to their 2020 non-equity incentive plan awards.
(3)
Represents the amount such executive would be entitled to receive if the Company had achieved 100% performance against each of the Total Net New ARR target and the Non-GAAP Operating Margin target under the 2020 Bonus Plan for each quarterly measurement period.
(4)
Represents the annual maximum amount such executive would be entitled to receive if the Company achieved 120% or better performance against each of the Total Net New ARR target and the Non-GAAP Operating Margin target under the 2020 Bonus Plan for each quarterly measurement period.
(5)
Each of these grants was made pursuant to the 2019 Free Share Plan or the 2020 Free Share Plan.
(6)
Each of these grants was made pursuant to the 2020 Stock Option Plan.
(7)
The exercise prices were converted to U.S. dollar equivalents using the European Central Bank rate as of December 31, 2020 (€1.00 = $1.2271).
(8)
The amount in this column represents the aggregate grant date fair value of stock awards as computed
 
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in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718.
2020 Outstanding Equity Awards as of Fiscal Year End Table
The following table presents information regarding outstanding share options and share awards held by our named executive officers as of December 31, 2020:
Option Awards
Stock Awards
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price ($)(1)
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That
Have Not
Vested (#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(2)
Equity
Incentive
Plan Awards:
# of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(3)
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(2)
Christal Bemont
1/8/2020 74,000(4) 2,837,160
2/11/2020 94,600(5) 3,626,964
2/11/2020 94,600(6) 3,626,964
8/25/2020 66,613(7) 2,553,942
8/25/2020 66,613(8) 2,553,942
Michael Tuchen
12/17/2013 63,707 5.60 12/16/2023(9)
12/17/2013 487,719 5.60 12/16/2023(9)
7/8/2016 18,774 17.74 7/6/2026(9)
7/8/2016 132,026 17.74 7/6/2023(9)
5/3/2017 5,544(10) 212,557
3/2/2018 13,417(11) 514,408
3/2/2018 8,318(11) 318,912
2/22/2019 47,362(12) 1,815,859
2/22/2019 37,888(12) 1,452,626
Adam Meister
11/1/2018 25,500(13) 977,670
2/22/2019