vg-20211231


UNITED STATES SECURITIES AND EXCHANGE COMMISSION • WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒

Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

☐

Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the fiscal year ended

12/31/2021

For the transition period from to

Commission file number 001-32887

VONAGE HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware

11-3547680

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

101 Crawfords Corner Road, Suite 2416

Holmdel

New Jersey

07733

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (732) 528-2600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.001 Per Share

Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.) ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30, 2021 was $3,424,586,344 based on the closing price of $14.41 per share.

The number of shares outstanding of the registrant’s common stock as of April 27, 2022 was 256,546,113.

Documents Incorporated By Reference

Auditor Name: Deloitte & Touche LLP Auditor Location: Parsippany, New Jersey Auditor ID: 34

EXPLANATORY NOTE

Vonage Holdings Corp. (the “Company,” “Vonage,” “our,” “us” or “we”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2022, to provide the information required by Part III of Form 10-K. This information was previously omitted from the Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after end of our fiscal year. We are filing this Amendment No. 1 to include Part III information in our Form 10-K because we will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year covered by the Form 10-K. This Amendment No. 1 amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Form 10-K.

In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 12b-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, updated certifications of the Company’s principal executive officer and principal financial officer are included as Exhibits 31.3 and 31.4 hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications has been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1. No other changes have been made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way the financial statements, consents or any other items disclosures made in the Form 10-K in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-K and the Company’s other filings with the SEC subsequent to the filing of the Form 10-K.

VONAGE HOLDINGS CORP.

FORM 10-K/A

FOR THE FISCAL YEAR ENDED December 31, 2021

TABLE OF CONTENTS


		Page
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	45
Item 14.	Principal Accountant Fees and Services	47
PART IV
Item 15.	Exhibits, Financial Statement Schedules	48
Item 16.	Form 10-K Summary	48
	Signatures	55

Table of Contents

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

OUR BOARD OF DIRECTORS

Hamid Akhavan


Age: 60

Independent Director since December 2016

Committees: Technology, Transactions

Experience:

•Chief Executive Officer at EchoStar Corporation (since April 2022)

•Chairman at Twin Point Capital - Special Opportunities (Jan. 2020 to March 2022)

•Partner at Twin Point Capital, a growth-oriented private equity firm based in New York, NY and Palo Alto, CA (April 2018 to Jan. 2020)

•Partner at Long Arc Capital, a private equity firm specializing in disruptive technology investments (August 2016 to March 2018)

•Chief Executive Officer of Unify Inc. (formerly Siemens Enterprise), a global supplier of Unified Communication (UC) and Contact Center (CC) services (February 2010 to January 2014)

•Chief Operating Officer of Deutsche Telecom (February 2009 to January 2010)

•Chief Executive Officer of T-Mobile International (December 2006 to March 2009)

•Began his career at Jet Propulsion Laboratory (NASA) and Bell Communications Research

Education:

•BS, Electrical Engineering and Computer Science, California Institute of Technology (Caltech)

•MS, Electrical Engineering and Computer Science, Massachusetts Institute of Technology (MIT)

Other Boards:

•National Broadband Ireland (since January 2020)

•Anterix (NASD: ATEX) (since July 2020)

•Blackpoint Cyber (since 2015)

•Servion (since 2016)

•Stealth Monitoring (April 2019 to December 2021)

Qualifications:

Mr. Akhavan has extensive leadership experience at organizations spanning from large public corporations, to private-equity funded companies, to startups, with vast expertise in the wireless, software and services markets, as well as in enterprise cloud communications. Mr. Akhavan brings deep international and versatile technology, enterprise and communications experience, and adds significant strategic insight to our Board.

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Jeffrey A. Citron


Age: 51

Chairman of the Board of Directors since January 2001

Committees: Transactions (Chair)

Experience:

•Private Investor

•Managing Partner, KEC Ventures (2011 to present)

•President, Mannis Group (January 2015 to present)

•Interim Chief Executive Officer of the Company (April 2007 to July 2008)

•Chief Strategist of the Company (February 2006 to July 2008)

•Chief Executive Officer of the Company (January 2001 through February 2006)

Qualifications:

As a Founder and former Chief Executive Officer and Chief Strategist of Vonage, Mr. Citron brings deep institutional knowledge and perspective regarding our strengths, challenges, opportunities, and operations to his role as Chairman of our Board of Directors. Mr. Citron brings entrepreneurial and business-building skills and experience to Vonage. He also brings the perspective of a shareholder with significant stock ownership in us. In addition, Mr. Citron possesses an extensive understanding of telecommunications technologies, including VoIP technology.

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Jan Hauser


Age: 63

Independent Director since September 2019

Committees: Audit (Chair), Nominating & Governance

Experience:

•Vice President, Chief Accounting Officer of General Electric Company (NYSE: GE) (April 2013 to September 2018)

•Partner in the Accounting Services Group of PricewaterhouseCoopers ("PwC") National Professional Services Group (1993 to 2013)

•Professional Accounting Fellow in the Office of the Chief Accountant at the Securities and Exchange Commission (1991 to 1993)

Education and Certifications:

•Bachelor of Business Administration, Accounting, summa cum laude, University of Wisconsin (Whitewater)

•Certified Public Accountant

Other Boards:

•Enfusion, Inc. (NYSE: ENFN) (since September 2021)

Qualifications:

Ms. Hauser is a global finance leader and retired PwC partner, bringing more than 35 years of experience navigating highly-complex business transactions. She is a stalwart leader through change and has partnered with senior executives and board members during challenging business conditions. With over 19 years as a PwC partner coupled with her SEC experience, Ms. Hauser also possesses deep insight into regulatory policy and procedure. In addition, Ms. Hauser has been determined to be an "Audit Committee Financial Expert" under SEC rules.

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Priscilla Hung


Age: 55

Independent Director since August 2019

Committees: Nominating & Governance (Chair), Technology

Experience:

•Chief Operating Officer of Guidewire Software, Inc. (NYSE: GWRE), a technology platform that unifies software, services and partner ecosystem to power property & casualty insurers, serving a global community of more than 350 primary insurers of all sizes and lines of business in 40 countries (2017 to present); Chief Administrative Officer & SVP of Corporate Development (2014 to 2017); other positions including Business Development, Global Alliances, Strategic Finance, Corporate Infrastructure, and Legal Affairs; joined 2005

•Held several management positions at Ariba Inc., including Director of Operations and Director of Global Channels and Alliances

•Held several channel, business development, and product marketing positions at Sun Microsystems, Uniface/Compuware, Pyramid/Siemens Nixdorf, and Oracle Corporation

Education:

•MEng, Operation Research & Industrial Engineering, Cornell University

Other Boards:

• Ethos Life (since August 2020)

• Veeva Systems Inc (NYSE: VEEV) (since January 2022)

Qualifications:

Ms. Hung brings more than 30 years of experience in technology and platform-based services to the Vonage Board, including deep experience in worldwide operations, including product development, corporate and product strategy, presales, product marketing, alliances, information systems technology and security, cloud operations, and customer success.

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Carolyn Katz


Age: 60

Independent Director since January 2014

Committees: Audit, Compensation (Chair)

Experience:

•Executive Chair of Author & Company, a digital publisher (2012 to present)

•Principal of Providence Equity Partners Inc., a private investment firm specializing in equity investments in telecommunications and media companies (May 2000 to October 2001)

•Held positions at Goldman, Sachs & Co., most recently as a managing director and co-head of Emerging Communications (June 1984 to April 2000)

Education:

•BA, summa cum laude, Princeton University

Other Boards:

•Cogent Communications (Nasdaq: CCOI) (since November 2019)

Qualifications:

Ms. Katz brings more than 20 years of experience in technology and telecommunications to the Vonage Board, including deep experience helping communications companies with corporate development, international expansion and emerging technologies. In addition, Ms. Katz has been determined to be an "Audit Committee Financial Expert" under SEC rules, and provides guidance and perspective on financial and strategic matters.

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Michael J. McConnell


Age: 56

Independent Director since March 2019 (pursuant to a Cooperation Agreement with Legion Asset Management Partners, LLC)

Committees: Audit, Nominating & Governance, Transactions

Experience:

•Private investor

•Chairman of the Board of Spark Networks, Inc., a global, online dating company (January 2015 until June 2017); Interim Executive Chairman and Chief Executive Officer (August 2014 through December 2014); Director (July 2014 until the company was sold in November 2017)

•Chief Executive Officer of Collectors Universe, Inc., a provider of third-party authentication and grading of high value collectibles (2009 to 2012); Director (2007 to 2013)

•Managing Director of Shamrock Capital Advisors, an investment manager of domestic and international alternative asset funds, where he was a member of the firm’s Executive Committee (1994 to 2007)

Education:

•MBA, University of Virginia, Darden Graduate School of Business Administration

•AB, Economics, Harvard University

Other Boards:

•Adacel Technologies (ASX: ADA) (since May 2017)

•Jacob Stern & Sons (since July 2019)

•OneSpan Inc. (Nasdaq: OSPN) (since June 2021)

•Advisor to Thorney Investments (since January 2016)

Qualifications:

Mr. McConnell brings over 20 years of public company non-executive board experience, public company investor experience, and perspectives as an operating chief executive officer in public companies. In addition, Mr. McConnell has been determined to be an "Audit Committee Financial Expert" under SEC rules.

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Rory Read


Age: 60

Chief Executive Officer of the Company

Director since July 2020

Experience:

•Chief Executive Officer of the Company (July 2020 to present)

•Chief Operating Officer of Dell Technologies, Inc. (October 2015 to June 2020); President and CEO of Virtustream, a Dell subsidiary (May 2018 to June 2020); Executive Vice President of Dell Technologies Boomi (December 2016 to June 2020)

•Chief Integration Officer at Dell Technologies, Inc. (October 2015 to April 2018)

•Chief Operating Officer and President Worldwide Commercial Sales at Dell Technologies, Inc. (March 2015 to October 2015)

•Chief Executive Officer of Advanced Micro Devices (August 2011 to October 2014)

•Chief Operating Officer of Lenovo Group Ltd. (2006 to 2011)

•Over 23 years at International Business Machines Corporation, serving various leadership roles globally

Education:

•BA, magna cum laude, Hartwick College

Qualifications:

Mr. Read brings to our Board of Directors extensive knowledge as a global leader in cloud communications helping businesses accelerate their digital transformation. He brings to the Board executive leadership strength and operational expertise which are key to driving transformative change and execution excellence within businesses.

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John J. Roberts


Age: 77

Lead Independent Director since February 2015

Director since August 2004

Committees: Audit

Experience:

•Global Managing Partner for PricewaterhouseCoopers LLP, a provider of assurance, tax, and advisory services (1998 until his retirement in June 2002)

•Chief Operating Officer of Coopers & Lybrand (1994 to 1998, when it merged with Price Waterhouse)

Education and Certifications:

•BSBA, Drexel University

•Certified Public Accountant

Other Boards:

•Pennsylvania Real Estate Investment Trust (NYSE: PEI) (since 2003)

•John & Charlene Roberts Family Foundation (since 2002)

Qualifications:

As a result of his roles at PricewaterhouseCoopers LLP and its predecessors, Mr. Roberts has experience in public company accounting, risk management, disclosure, and financial system management and has been determined to be an "Audit Committee Financial Expert" under SEC rules. He also has extensive public company board experience (including specific experience on audit committees). Mr. Roberts brings this experience to his role as our Lead Independent Director.

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Tien Tzuo


Age: 54

Independent Director since July 2020

Committees: Compensation

Experience:

•Founder and Chief Executive of Zuora, Inc. (November 2007-present)

•Chief Strategy Officer of salesforce.com, inc. (2005 to 2008)

•Chief Marketing Officer at salesforce.com, inc., (2003 to 2005)

Education:

•B.S. in Electrical Engineering from Cornell University

•M.B.A. from Stanford University

Other Boards:

•Zuora, Inc. (NYSE: ZUO) (since November 2007) and Chairman (since December 2017)

•Network for Good, Inc. (since 2010)

•Network for Good Donor Advised Fund (since 2006)

Qualifications:

As the founder and CEO of Zuora, we believe that Mr. Tzuo is qualified to serve on our Board of Directors based on his industry perspective, including deep experience in cloud-based software, worldwide operations, product development, and product strategy.

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Steve Ward


Age:66
Independent Director since April 2021
Committees: Compensation, Nominating & Governance

Experience:

•President and Chief Executive Officer - Lenovo Corporation (April 2005 - January 2006)

•IBM Corporation

◦Senior Vice President and General Manager of Personal and Retail Systems Group (March 2003 - April 2005)

◦General Manager of Industrial Sector (February 2000 - March 2003)

◦General Manager of Thinkpad and Mobile Division (January 1998 to March 2000)

◦Chief Information Officer (February 1997 to March 2000)

Education:

•B.S. in Mechanical Engineering from California Polytechnic State University, San Luis Obispo

Other Boards:

•C3.AI (NYSE: AI) (January 2009 - present)

•Carpenter Technology Corporation (NYSE: CRS) (March 2001 - present)

•E2Open (NYSE: ETWO) (2001 - March 2015)

•E-Ink Corporation (2006-2009)

•KLX Inc. (2015- October 2018)

•KLX Energy Services Holdings, Inc. (Nasdaq: KLXE) (September 2018 - July 2021)

•Lenovo Group Limited (2005-2006)

•QD Vision, Inc. (January 2015 - February 2018)

Qualifications:

We believe Mr. Ward is qualified to serve as a member of our board of directors because of his extensive management experience in the technology industry and as a member of boards of directors of various public companies.

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Director Attributes and Nomination Process

We believe that each member of our Board of Directors should possess certain qualities, including ethical character, sound judgment, and demonstrated business acumen. In addition, Board members should be familiar with our business and industry, be able to work harmoniously, be free of conflicts of interest, be willing to devote sufficient time to satisfy obligations as a director, and be willing to act in the long-term interests of all shareholders. While we do not have a formal diversity policy, we seek to have Directors representing a range of experiences, qualifications, skills, and backgrounds relevant to our activities. We believe that our diversity speaks for itself, and our Nominating and Governance committee has made Board diversity a priority in its evaluation of director candidates.

We added five independent directors, Jan Hauser, Priscilla Hung, Michael McConnell, Tien Tzuo, and Steve Ward, since 2019 and we continue to be committed to ongoing refreshment.

In recruiting and selecting director candidates, our nominating and governance committee considers various factors, including the experience and expertise of existing Board members and the alignment of candidates' abilities and qualifications with the long-term strategic direction of the Company and the qualities described above. To identify director candidates, our nominating and governance committee makes requests to Board members and others for recommendations and uses the services of third-party search firms. The committee meets from time to time to evaluate biographical information and background materials relating to potential candidates and sets up interviews of selected candidates by members of the committee and the Board.

Shareholders may recommend individuals to our nominating and governance committee for consideration as potential director candidates by contacting Vonage Holdings Corp., Attn: Corporate Secretary, 101 Crawfords Corner Road, Suite 2416, Holmdel, NJ 07733. Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Shareholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or the Board.

How We are Organized

Our Board of Directors is currently composed of nine independent Directors, and Mr. Read, our Chief Executive Officer. Our Board of Directors has established audit, compensation, nominating and governance, technology, and transaction committees. Each of the Board committees is composed solely of independent Directors.

Our governance principles provide that our Board of Directors may fill the roles of Chairman of the Board and Chief Executive Officer based upon what is in the best interests of Vonage and its shareholders at any point in time. Our Board of Directors has determined that the positions of Chairman of the Board and Chief Executive Officer should be held by different persons, and has also determined the Board should have a Lead Independent Director who has not previously held an executive position with the Company. Mr. Citron, who has deep institutional knowledge of the Company, serves as Chairman of the Board, and Mr. Roberts serves as our Lead Independent Director. Our governance principles provide the flexibility for our Board of Directors to modify our leadership structure in the future as appropriate.

Our Lead Independent Director:

•has the responsibility to schedule and prepare agendas for and to chair meetings of non-management or independent Directors;

•presides at all meetings of the Board at which our Chairman of the Board is not present;

•coordinates with our Chairman of the Board and our Chief Executive Officer, and other Directors, to determine the frequency, length, and agenda of Board meetings;

•facilitates communication between our Chairman of the Board and our Chief Executive Officer and the other Directors (however, Directors are free to, and do routinely, communicate directly with our Chairman of the Board and our Chief Executive Officer);

•causes the dissemination of information to the other members of our Board;

•raises issues on behalf of the non-management or independent Directors when appropriate;

•has the authority to call meetings of non-management or independent Directors;

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•speaks on behalf of the independent Directors when necessary;

•discusses Board and committee evaluations with the nominating and governance committee;

•evaluates the performance of our Chief Executive Officer and other executive officers in coordination with the compensation committee; and

•coordinates with our Chairman of the Board and our Chief Executive Officer to monitor communications from shareholders and other interested parties.

Board Committees

Our Board has established audit, compensation, nominating and governance, technology, and transactions committees, each of which operates under a charter that has been approved by our Board. Current copies of each committee's charter are posted on the Corporate Governance section of our website at http://ir.vonage.com/.

Our Board has determined that all of the members of each of the audit, compensation, nominating and governance, technology, and transactions committees are independent as defined under the rules of the Nasdaq Stock Market, including, in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A-3(b)(1) under the Securities Exchange Act of 1934.

Audit Committee

The audit committee's responsibilities include:

•appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•overseeing the work and evaluating the performance of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

•reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•monitoring our internal controls over financial reporting and disclosure controls and procedures;

•overseeing our internal audit function;

•reviewing management's risk assessment and risk management policies;

•establishing policies regarding hiring employees from our independent registered public accounting firm;

•establishing procedures for the receipt, retention, confidential treatment, and investigation of accounting or auditing related complaints and concerns;

•meeting independently with our internal auditing staff, independent registered public accounting firm and management;

•overseeing compliance by the Company with applicable laws and regulations;

•reviewing and approving or ratifying any related person transactions; and

•preparing the audit committee report required by SEC rules.

The members of our audit committee are Ms. Hauser (Chair), Mr. Roberts, Ms. Katz, and Mr. McConnell. Each member of our audit committee meets the standards for financial literacy for companies listed on the Nasdaq Stock Market. In addition, our Board of Directors has determined that Ms. Hauser, Mr. Roberts, Ms. Katz, and Mr. McConnell, each of whom is independent under applicable rules governing independence of audit committee members, are each also an “Audit Committee Financial Expert” as defined by applicable SEC rules.

Audit committee meetings typically have included, for all or a portion of each meeting, not only the committee members but also other Board members, our chief executive officer, chief financial officer, chief accounting officer, chief legal officer, and our head of internal audit.

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Compensation Committee

The compensation committee's responsibilities include:

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

•determining, along with our other independent Directors, compensation for our chief executive officer;

•reviewing and approving the compensation of our other executive officers;

•reviewing risks arising from our compensation policies and practices;

•overseeing and administering our cash and equity incentive plans;

•appointing, approving the compensation of, assessing the independence of, and overseeing the work of any compensation consultant, independent legal counsel or other advisor retained by the compensation committee;

•monitoring compliance of executive officers with our stock ownership policy;

•reviewing and discussing annually with management our “Compensation Discussion and Analysis,”; and

•preparing the compensation committee report required by SEC rules, which is included below.

Independent Compensation Advisor

The compensation committee has the authority to engage its own independent advisors to assist in carrying out its responsibilities under its charter. The compensation committee has engaged and utilizes the services of an independent compensation consultant, Meridian Compensation Partners, LLC ("Meridian"), to advise the committee in connection with its oversight of our compensation program. The compensation consultant attends meetings of the compensation committee as requested and also communicates with the compensation committee outside of meetings. The compensation consultant reports to the compensation committee rather than to management, although the compensation consultant may meet with management from time to time for purposes of gathering information on proposals that management may make to the compensation committee, at the request of the compensation committee. The compensation committee is free to replace the compensation consultant or hire additional consultants at any time. The compensation consultant does not provide services to management. In selecting its compensation consultant, the compensation committee considered factors relevant to the consultant's independence, including the factors set forth in applicable rules of the Nasdaq Stock Market, and determined that the services provided by Meridian in 2021 did not raise any conflicts of interest. The processes and procedures followed by our compensation committee in considering and determining executive compensation are described below under the heading “Compensation Discussion and Analysis.”

Compensation committee meetings typically have included, for all or a portion of each meeting, not only the committee members but also other Board members, our chief executive officer, chief financial officer, chief legal officer, and our chief human resources officer.

The members of our compensation committee are Ms. Katz (Chair), Mr. Tzuo, and Mr. Ward. In the case of all members of the compensation committee, our Board has considered the independence criteria set forth in the Nasdaq Listing Rules that are specifically applicable to compensation committee members and determined that each of the members of our compensation committee is independent.

Nominating and Governance Committee

The nominating and governance committee's responsibilities include:

•identifying individuals qualified to become Board members;

•recommending to our Board the persons to be nominated for election as Directors for appointment and to each of the Board's committees;

•making recommendations to our Board on the size of and criteria for membership on the Board and Board committees;

•reviewing and making recommendations to the Board with respect to the compensation of non-executive Directors;

•developing and recommending governance principles to the Board;

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•reviewing our disclosures regarding the specific experience, qualifications, attributes or skills that led to the conclusion that each director and nominee should serve as a director;

•reviewing the Board's leadership structure in light of our specific characteristics and circumstances and recommending changes, if any, to the Board for approval, and reviewing our disclosure regarding Board leadership structure; and

•overseeing an annual self-evaluation of the Board and its committees.

Meridian advised the committee in connection with reviewing the compensation of non-executive Directors during 2021. The processes and procedures followed by the nominating and governance committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process.”

The members of our nominating and governance committee are Ms. Hauser, Ms. Hung (Chair), Mr. McConnell, and Mr. Ward. Nominating and governance committee meetings typically have included, for all or a portion of each meeting, not only the committee members but also other Board members and our chief executive officer.

Board Meetings and Attendance

During 2021, our Board of Directors met 18 times, our audit committee met 6 times, our compensation committee met 9 times, and our nominating and governance committee met 11 times. During 2021, each current director attended at least 75% of the aggregate of the number of Board meetings and the number of meetings held by all committees on which he or she then served.

Director Attendance at Annual Meeting of Shareholders

Our governance principles provide that Directors are encouraged to attend the annual meeting of shareholders. All of our Directors then serving on our Board attended the 2021 annual meeting of shareholders.

Risk Management and Role of the Board in Risk Oversight

Our Chief Executive Officer reports directly to our Board of Directors and is responsible for the day-to-day management of our Company, including how the Company addresses risk. Our Chief Financial Officer is responsible for day-to-day financial risk management under the direction of our Chief Executive Officer. Management has implemented an enterprise risk management process to identify, assess, and manage the most significant risks facing us and conducts risk assessments of our business periodically. The risk assessment process is global in nature and has been developed to identify and assess our risks, including the nature of the risk, as well as to identify steps to mitigate and manage each risk. Our senior leadership team, functional heads, and other managers are surveyed and/or interviewed to develop this information. The enterprise risk management process is led by our Chief Legal Officer, who reports to our Chief Executive Officer, and our Vice President, Internal Audit, who reports directly to our audit committee. In 2021, our Chief Legal Officer and Vice President, Internal Audit, provided status updates on our enterprise risk management process and related activities to our Board of Directors.

In support of the overall enterprise risk management process, our Chief Information Security Officer conducts further risk analysis from an information security and cybersecurity risk perspective and throughout 2021 provided status updates on related activities to our Board of Directors. In addition, the Board examined additional areas of risk management affected by the Covid-19 pandemic throughout 2021.

Our Board of Directors is involved in oversight of Vonage's risk assessment and monitoring processes, which it conducts primarily through the work of committees of the Board. Management reviews significant risks with our Board of Directors throughout the year, as necessary and/or appropriate, and conducts a formal review of its assessment and management of the most significant risks with our Board of Directors on a periodic basis. Our audit committee has oversight responsibility to review management's risk assessment and risk management policies, including the policies and guidelines used by management to identify, monitor and manage our exposure to risk. Our audit committee reviews and discusses with our management, our outside auditor and our internal auditors the material risks facing Vonage and our management's plans to manage the risks identified as a result of the enterprise risk management process and reports on its review to the full Board of Directors. Our compensation committee reviews risks arising from our compensation policies and practices and reports on its review to the full Board of Directors. In conjunction with the audit committee, our technology committee reviews risks related to cybersecurity and data privacy.

Codes of Conduct

We have a comprehensive code of conduct applicable to all our Directors, officers, and employees and have a finance code of ethics applicable to our chief executive officer, chief financial officer and employees in our finance organization. The

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code of conduct and the finance code of ethics are posted in the Corporate Governance section of our website: http://www.vonage.com/investor-relations/governance. We will provide you with printed copies of our codes free of charge on written request to Vonage Holdings Corp., Attn: Corporate Secretary, 101 Crawfords Corner Road, Suite 2416, Holmdel, NJ 07733. There have not been any waivers to date, however we intend to disclose any waivers from provisions of our codes that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or any person performing similar functions, as well as amendments to our code(s) that are required to be disclosed under SEC rules, on the Corporate Governance section of our website promptly following the date of such amendment or waiver.

Board Communication

Our Board seeks, and welcomes, information from a diverse array of sources to help it perform its oversight functions. The Board has always valued input from shareholders as they both represent a wide array of backgrounds and perspectives and have a financial stake in the value of their input.

Our Board therefore maintains a number of means for shareholder input. Shareholders can participate in our annual meeting as well as in our engagement outreach and investor relations functions. The Company maintains reporting mechanisms as well as when these contain Board-relevant information.

Our Board will give appropriate attention to written communications that are submitted by shareholders and other interested parties, and will respond if and as appropriate. Communications are forwarded to all Directors if they relate to important substantive matters or include suggestions or comments that the Lead Independent Director considers to be important for the Directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we receive repetitive or duplicative communications.

Shareholders and other interested parties who wish to send communications to our Lead Independent Director, the independent Directors as a group, or the Board should address such communications to such Directors or the Board of Directors, Vonage Holdings Corp., Attn: Corporate Secretary, 101 Crawfords Corner Road, Suite 2416, Holmdel, NJ 07733, via email at ir@vonage.com, or by submitting a communication through our website at https://ir.vonage.com/investor-resources/contact-ir.

DIRECTOR COMPENSATION

We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on our Board of Directors. In setting director compensation, we consider the significant amount of time that our Directors expend in fulfilling their duties as well as the skill-level required by us of members of our Board, as well as the overall level and mix of compensation compared to industry- and size-relevant peers, referencing data compiled by the compensation committee's independent compensation consultant, Meridian Compensation Partners, LLC.

Cash Compensation Paid to Board Members

Directors' annual retainer fees for 2021 were as follows:


• Chairman of the Board annual retainer*	$	125,000
• Base annual retainer for all other non-executive Directors*	$	80,000
• Additional annual retainers*:
• Lead director	$	25,000
• Audit committee chair	$	25,000
• Other audit committee members	$	5,000
• Compensation committee chair	$	15,000
• Nominating and governance committee chair	$	10,000
• Technology committee chair	$	10,000
• Other compensation committee and nominating committee members	$	—

* Pro-rated for actual service during the twelve-month period covered by the retainer.

We reimburse all Directors for reasonable and necessary expenses they incur in performing their duties as Directors of our Company. In addition, our Board of Directors has authority to make payments to Directors performing services determined by our Board of Directors, upon recommendation of the nominating and governance committee, to be extraordinary services which significantly exceed customary and routine services performed by a director, in an amount determined by our Board of

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Directors to be appropriate compensation for the services performed. Until 2022, we provided health, vision and dental benefits to our Chairman of the Board.

Equity-Based Grants to Board Members and Stock Ownership Guidelines for Directors

For 2021, on the first day of each quarter, non-employee Directors of our Company were awarded shares of common stock worth $28,750 (1.5x such share amount of common stock for Mr. Citron), based upon service in the prior quarter. The stock price used to calculate the number of shares of stock to be granted, all of which are fully vested, is the closing price of our common stock on the Nasdaq Stock Exchange on the date of grant, or if such date is not a trading day, the closing selling price on the trading day immediately preceding the date of grant. In order to be eligible for grants, a non-employee director must have served on our Board for the entire previous quarter.

Our Board of Directors has adopted stock ownership guidelines requiring our non-employee Directors to maintain a minimum equity stake in the Company during their tenure as director. Our Board of Directors believes that these requirements help to ensure an alignment of director interests with those of shareholder interests and promote a focus on long-term growth. Non-employee Directors must maintain a stock ownership level equal to five times our annual Board retainer in due course, following his or her accumulation of stock awards described above. As of December 31, 2021, all non-employee Directors owned the minimum amount, except for Mr. Tzuo and Mr. Ward. Shares included in the calculation to assess compliance with the guidelines include shares owned outright. Each non-employee director must retain 50% of net stock options exercised or stock delivered from stock awards until the guidelines are met. Directors may be exempted from the guidelines and/or the retention ratio due to financial hardship as determined by the compensation committee in its discretion.

2021 Director Compensation

The following table summarizes the compensation paid by us to non-employee Directors for the year ended December 31, 2021.


Name	Fees Earned or Paid in Cash		Stock Awards (1)		Total
Jeffrey A. Citron	$	125,000	$	172,443	$	297,443
Stephen Fisher (2)	$	90,000	$	114,972	$	204,972
Carolyn Katz	$	95,000	$	114,972	$	209,972
John J. Roberts	$	110,000	$	114,972	$	224,972
Gary Steele (3)	$	—	$	57,487	$	57,487
Hamid Akhavan	$	80,000	$	114,972	$	194,972
Michael McConnell	$	85,000	$	114,972	$	199,972
Priscilla Hung	$	90,000	$	114,972	$	204,972
Jan Hauser	$	105,000	$	114,972	$	219,972
Tien Tzuo	$	80,000	$	114,972	$	194,972
Steve Ward (4)	$	80,000	$	28,749	$	108,749

__________

(1)The amounts shown are the grant date fair value, calculated in accordance with FASB ASC 718 by multiplying the number of shares awarded by the closing price of our common stock on the date of grant. Stock awards were granted to directors on the first date of each quarter. The closing prices for our common stock were $12.88 on January 1 2021, $12.07 on April 1, 2021, $14.44 on July 1, 2021, and $16.40 on October 1, 2021, respectively. Mr. Citron was granted 3,348, 3,571, 2,985, and 2,629 shares on January 1, 2021, April 1, 2021, July 1, 2021, and October 1, 2021, respectively. Mr. Fisher, Ms. Katz, Mr. Roberts, Mr. Akhavan, Mr. McConnell, Ms. Hung, Ms. Hauser, and Mr. Tzuo were granted 2,232, 2,381, 1,990, and 1,753 shares on January 1, 2021, April 1, 2021, July 1, 2021, and October 1,2021, respectively. Mr. Steele was granted 2,232 and 2,381 shares on January 1, 2021 and April 1, 2021, respectively. Mr. Ward was granted 1,753 on October 1, 2021.

(2)Mr. Fisher resigned in October 2021.

(3)Mr. Steele resigned in April 2021.

(4)Mr. Ward was appointed to the board in July 2021.

As of December 31, 2021, Directors held options for the following aggregate number of shares:

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Name			Number of Shares Underlying Outstanding Stock Options
Carolyn Katz			150,000
John J. Roberts			30,000

Represents options granted under our director compensation programs only.

See Item 12 "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" for more information regarding the equity ownership of our officers and Directors.

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EXECUTIVE OFFICERS OF VONAGE

Set forth below is certain information concerning our executive officers.

Rory Read, Chief Executive Officer. See biographical information above under Item 12 "Directors, Executive Officers and Corporate Governance — Board of Directors".

Jay Bellissimo, Chief Operating Officer. Mr. Bellissimo, age 57, joined us in January 2021 as Chief Operating Officer. With more than 30 years of experience in the technology industry, he joined Vonage from IBM, where he most recently served as General Manager of IBM, U.S. Public and Federal Market from November 2019 to January 2021. Prior to that, Mr. Bellissimo was Managing Partner, Global Business Services, Cognitive Process Transformation for IBM from January 2018 to November 2019 and General Manager, Chief Revenue Officer, Watson Cloud & Platform Unit of IBM from January 2014 to December 2017. He was also a member of IBM’s Performance Team, Client Experience Team and Acceleration Team, which focus on the company’s short- and long-term strategies for growth. Mr. Bellissimo held various positions throughout his career with IBM which began in September 2002. Prior to IBM, he held numerous industry management and practice leadership positions at PwC in Chemicals & Petroleum, Industrial Products and Aerospace & Defense. Mr. Bellissimo holds a B.A. in Political Science from St. Michael’s College. He serves on the Advisory Board of the Center of Innovation & Entrepreneurship at Claremont McKenna College.

Savinay Berry. EVP, Product and Engineering. Mr. Berry, age 47, joined us in February 2021. Prior to joining Vonage, Mr. Berry was Senior Vice President, Cloud Services at OpenText, responsible for all cloud services and strategy, including infrastructure, service delivery, managed services, and developer services from January 2019 to January 2021. Before that, he also served as OpenText Vice President, Engineering and Products leading cloud applications, design, performance and security from January 2017 to January 2019. Prior to OpenText, Mr. Berry was Vice President, Product Management at Dell EMC, where he was responsible for the content management product portfolio from 2013 to 2015. Before Dell, he served in product and engineering leadership roles at Intuit where he led the development of advanced products, such as wearables, mobile and intelligent systems. Earlier, Mr. Berry was Vice President of Product Management at Empowered Inc., acquired by Qualcomm. He holds both a Bachelor’s and Master’s degree in Electrical and Computer Engineering and an M.B.A. from Kellogg School of Management at Northwestern University.

Joy Corso, Chief Marketing Officer. Ms. Corso, age 53, joined us in July 2020 and serves as our Chief Marketing Officer. Prior to joining Vonage, she was Senior Vice President and Chief Marketing Officer at Virtustream, a Dell Technologies Business, from September 2018 to July 2020. Prior to that, from May 2014 to July 2018, Ms. Corso was the Vice President, Marketing of NORCAL Group and President of NORCAL Group Foundation. She has also held senior roles in top tier companies including Advanced Micro Devices, Raytheon, Fidelity Investments and Iron Mountain. Ms. Corso holds an M.B.A. and a B.S. in Business Administration from Providence College, and currently serves on the Regional Board of Trustees for Make-A-Wish Central and South Texas.

Vinod Lala, Chief Strategy Officer. Mr. Lala, age 52, joined us in June 2014 to lead Vonage’s transformation strategy and corporate development, leveraging his cloud technology, corporate investment and strategic advisory experience. He currently manages corporate strategy and development, financial planning & analysis and investor relations as well as debt and capital markets financings. Prior to Vonage, Mr. Lala was at Guggenheim Partners, where he was a Managing Director and led principal investments and mergers & acquisitions in cloud technology and communications. Prior to joining Guggenheim in 2011, Mr. Lala was a Managing Director in the Global Mergers & Acquisitions Group at Deutsche Bank, where he focused on communications, technology and media, and advised global businesses and their boards on corporate strategy, M&A and financing.

Stephen Lasher, Chief Financial Officer. Mr. Lasher, age 52, joined Vonage in January 2021 as our Chief Financial Officer. He joined Vonage from IBM, where he spent the last 24 years of his career and most recently served as Vice President of Finance for IBM Global Markets and Integrated Accounts, responsible for IBM’s financial operations, strategies, management, and controls for the company’s approximately $70B global sales function driving client adoption of hybrid cloud and Artificial Intelligence (AI) for enterprises in all industries and regions. Previously, Mr. Lasher was Vice President of Finance for IBM Global Business Services, responsible for a group of more than 500 finance professionals within the finance, operations and performance management teams for IBM's Global Business Services division. Prior to that, he was Vice President of Finance for IBM Cloud, and served as the global financial and operational leadership for IBM’s industry leading cloud portfolio of services and solutions. Earlier, Mr. Lasher was Vice President of Finance for the IBM Software Group, leading the finance operations for IBM’s multi-billion dollar software segment, and Vice President of Finance for IBM Software & Cloud Solutions. He was also Director of Finance for IBM Global Business Services Japan and served as the Chief Financial Officer for the multi-billion dollar consulting, system integration and outsourcing services business. Mr. Lasher graduated from Bentley University with a B.S. in Accounting.

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David Levi, Senior Vice President and Principal Accounting Officer. Mr. Levi, age 61, joined us in April 2017 as Senior Vice President and Principal Accounting Officer. Mr. Levi has more than 20 years of experience leading global finance teams across numerous industries and companies, including Bristol-Myers Squibb (BMS), The New York Times and Thomson Reuters. Prior to joining Vonage, Mr. Levi was Executive Director - Global Financial Compliance and Controls, and US Controller at BMS, January 2005 to April 2017. Prior to that, Mr. Levi served in senior Finance positions at other companies as Controller, Financial Reporting Director and as an audit manager at PriceWaterhouseCoopers.

Randy Rutherford, Chief Legal Officer. Mr. Rutherford, age 48, has been our Chief Legal Officer since December 2016. Mr. Rutherford joined us in November 2011 as Vice President, Law, and served as Vice President, Law and Deputy General Counsel beginning in October 2015. Previously, Mr. Rutherford was a partner at Day Pitney LLP from January 2009 through November 2011 and has over 20 years of experience advising senior management and boards of directors on corporate governance, securities law, executive compensation, capital markets, and mergers & acquisitions matters.

ITEM 11. Executive Compensation

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis, we address the compensation provided to our named executive officers (NEOs). We also discuss the goals for our executive compensation program and other important factors underlying our compensation practices and policies.

Executive Summary

Our Company

At Vonage, our vision is to accelerate the world's ability to connect. We are observing a secular change in the way business is done, with a fundamental shift in how communications technologies are being leveraged in almost every industry. Through the Vonage Communications Platform ("VCP"), our strategy is to deliver a single leading cloud communications platform that powers our customers' and partners' global engagement solutions using our APIs, Unified Communications, and Contact Center innovations. We believe that the Vonage Communications Platform's products and services are well positioned to take advantage of emerging trends with sizable, growing total addressable markets as companies look to cloud-based communications solutions and API programming architectures as part of their digital transformation.

For our Consumer customers, we enable users to access and utilize our services and features, via their existing internet connections, including over 3G/4G, LTE, Cable, or DSL broadband networks. This technology enables us to offer our Consumer customers attractively priced voice and messaging services and other features around the world on a variety of devices. Our Consumer strategy is focused on the continued penetration of our core North American markets, which provide value in international long distance and target under-served segments.

On November 22, 2021, the Company, Telefonaktiebolaget LM Ericsson (publ) ("Ericsson" or "Parent") and Ericsson Muon Holding Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the acquisition of the Company by Ericsson for approximately $6.2 billion in cash. The proposed transaction received the required approval of the Company's stockholders on February 9, 2022. Ericsson and Vonage continue to work toward closing this acquisition during the first half of 2022, on and subject to the terms of the merger agreement and subject to receiving regulatory approval.

Named Executive Officers

Our “Named Executive Officers” are the executive officers who are included in the Summary Compensation Table. They include the following current and former officers:

•Rory Read, Chief Executive Officer

•Stephen Lasher, Chief Financial Officer

•Timothy Shaughnessy, Interim Chief Financial Officer

•Jay Bellissimo, Chief Operating Officer

•Savinay Berry, EVP, Product and Engineering

•Joy Corso, Chief Marketing Officer

For the 2021 compensation period, we are reporting six named executive officers based on transitions of our CFO during the fiscal year. On January 13, 2020, we announced that Mr. Pearson planned to retire. He served as the Chief Financial Officer

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though August 15, 2020 and was succeeded by Mr. Shaughnessy on an interim basis. On January 29, 2021, Stephen Lasher was appointed as the Company's Chief Financial Officer. Mr. Shaughnessy remained as the Company's Interim Chief Financial Officer through February 28, 2021 for transition purposes.

For information regarding termination payments, see "Potential Payments Upon Termination of Employment or Change-in-Control," below.

2021 Performance

Our fiscal 2021 financial performance served as a key factor in determining compensation for 2021. In 2021, our management team continued to successfully pivot to cloud communications for the business market and drove business revenues to record levels. The team accomplished these results while also optimizing the profitability of our consumer services business. Building on the momentum of previous years, Vonage delivered strong financial and operational results in 2021, as follows:

•Delivered total revenues of $1,409 million, an increase from $1,248 million in the prior year, and our seventh consecutive year of consolidated revenue growth.

•Grew Vonage Business revenue 22% to $1,120 million, up from $915 million in 2020.

•GAAP Net Loss was $24.5 million or ($0.10) Per Share on a diluted basis, and Net Income, excluding adjustments*, of $32 million or $0.12 Per Share on a diluted basis.

•Achieved Adjusted EBITDA* of $198 million.

•Produced net cash provided by operating activities of $159 million, and Free Cash Flow* of $103 million, our eleventh consecutive year of positive Free Cash Flow*.

*Adjusted EBITDA, GAAP net income (loss) excluding adjustments, and free cash flow are non-GAAP financial measures. We define adjusted EBITDA as GAAP net income (loss) before interest, tax, depreciation and amortization, share-based expense, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, organizational transformation costs, restructuring activities, and other non-recurring items. We define adjusted net income (loss), as GAAP net income (loss) excluding amortization of acquisition-related intangible assets, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, amortization of debt discount, organizational transformation, restructuring costs, other non-recurring items and tax effect on adjusting items. We define free cash flow as net cash provided by operating activities minus capital expenditures, purchase of intangible assets, and acquisition and development of software assets. Please refer to Appendix A for reconciliations of: (1) adjusted EBITDA to GAAP net income (loss), (2) net income excluding certain adjustments to GAAP net income (loss), and (3) free cash flow to GAAP cash provided by operating activities.

2021 Executive Compensation Program Outcomes

The Company exceeded the ambitious target levels of performance on the measures used to assess annual corporate performance (which included VCP service revenue, VCP Adjusted EBITDA, and Customer Satisfaction (NPS). As a result, the annual performance-based executive compensation program delivered above-target payouts to our named executives for 2021.

For performance grants made in 2019 to our NEOs, at the end of 2021, the Company's three-year cumulative TSR was approximately 93%, which ranked at the 62nd percentile of the performance peer group and resulted in the vesting of 140.23% of the target number of shares awarded.

Compensation and Governance Matters

Our compensation committee reviews our compensation programs, technology company data and best practices in the executive compensation area annually to determine whether changes should be made to address the objectives described below. We continue to believe that our current structure helps to align executive and shareholder interests while providing performance and retention incentives in a competitive compensation package.

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We have adopted compensation practices and policies that our Board believes advance our compensation objectives, including:


	Things We Do	Summary
ü	Emphasize Pay for Performance	We link our named executive officers’ incentive compensation to our financial performance and the attainment of specified goals that drive shareholder value.
ü	Retain an Independent Compensation Consultant	Our compensation committee uses an independent compensation consultant to advise the committee on its oversight of our compensation program. The compensation consultant does not provide services to management.
ü	Grant Performance-Based Equity	We award a significant portion of our long-term incentive compensation in the form of performance-based restricted stock units. The number of units actually earned is determined at the end of the three year period based on company performance.
ü	Maintain Robust Stock Ownership Guidelines	Our stock ownership guidelines require that our CEO maintain a stock ownership level equal to 5x base salary and that our other NEOs maintain a stock ownership level equal to 3x base salary.
ü	Maintain Incentive Compensation Recovery Policy	Our Incentive Compensation Recovery Policy permits the Company to recoup from a covered officer (including NEOs) excess compensation and to recover improper gains in the event of a material restatement of the Company's financial results caused by the misconduct of the covered officer.
ü	Incorporate Best Practices in our Incentive Compensation Plan	Our 2015 Equity Plan includes several provisions that are protective of our shareholders, including annual award limitations, and minimum vesting and exercise price provisions.
ü	Have "double-trigger" vesting of equity awards upon a change-in-control	Our 2015 Equity Plan includes "double trigger" vesting upon a change-in-control. Our compensation committee has discretion whether to accelerate vesting upon a change of control.


	Things We Don't Do	Summary
x	Use Stock Options in our Long-Term Incentive Program	We do not provide annual long-term incentive compensation in the form of stock options. Stock options are available for promotion, special, or new hire grants.
x	Allow the repricing of options or "evergreen" share counting under our 2015 Equity Plan	Our 2015 Equity Plan contains prohibitions on evergreen provisions, and a prohibition on the repricing of options.
x	Permit Hedging of Company Stock	Our securities trading compliance policy prohibits any director, officer or employee from engaging in any strategy or using any product to hedge against potential changes in the value of Vonage securities.
x	Permit Pledging of Company Stock	Our securities trading compliance policy prohibits any director, officer or employee, except in limited circumstances, from directly or indirectly pledging Vonage securities.
x	Pay Excise Tax Gross-ups Upon Change of Control.	Our 2015 Equity Plan does not allow for the payment of excise tax gross-ups upon a change of control.
x	Provide Material Perquisites to our NEOs.	We only provide minimal perquisites deemed necessary to support greater efficiency in how our executives work for us.

2021 Executive Compensation Program

The 2021 compensation for our executive officers was designed to meet the following objectives:

•Provide competitive compensation in order to attract, retain, and motivate highly-skilled executives. We refer to this objective as “competitive compensation.”

•Reinforce the importance of meeting and exceeding identifiable and measurable goals, while not encouraging our management to take unreasonable risks. We refer to this objective as “performance incentives.”

•Provide opportunities for our executive officers to acquire meaningful equity ownership that will encourage the creation of shareholder value. We refer to this objective as “alignment with shareholder interests.”

•Provide an incentive for long-term continued employment with us. We refer to this objective as “retention incentives.”

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The principal components of 2021 compensation were as follows:


Type of Compensation						Objectives Addressed
Salary						Competitive Compensation

Annual Cash Bonus						Performance Incentives Competitive Compensation

Long-Term Incentives						Retention Incentives Alignment with Shareholder Interests Performance Incentives Competitive Compensation

When reviewing the compensation program, our compensation committee, with the assistance of an independent compensation consultant, considers the impact of the compensation program on Vonage's risk profile. Our compensation committee believes that our compensation program has been structured to provide strong incentives for executives to appropriately balance risk and reward. See also “Impact of Compensation Policies on Risk Management” above.

Engagement of Compensation Consultant

The compensation committee has the authority to engage its own independent consultants, counsel and other advisors to assist in carrying out its responsibilities under its charter. The compensation committee retained Meridian Compensation Partners, LLC, an independent compensation consultant, as described in further detail under “Compensation Committee” above, to advise the committee in connection with its oversight of our compensation program for 2021.

Our management, aided by our human resources and finance departments, and eConsultingNetwork, a compensation consultant retained by management, provided statistical data and survey information to the compensation committee to assist it in determining 2021 compensation levels. The compensation committee considered various factors, including the factors set forth in SEC rules, and determined that the services provided by eConsultingNetwork in 2021 did not raise any conflicts of interest. While the compensation committee utilized this information and valued management's observations with regard to compensation, the ultimate decisions regarding executive compensation were made by the compensation committee in consultation with the committee's own compensation consultant.

Determination of Competitive Compensation

As part of our annual process for assessing the competitiveness of executive compensation, we compare the compensation of our executives to survey data. For 2021 pay decisions, we used the following data sources:

•2020 Radford Global Technology Survey - Communications/Internet/Software (revenue $0.2B - $3.0B).

•2020 Equilar Top 25 Survey - Internet Services, Software, Technology, (revenue $0.5B - $3.0B).

Because the compensation committee was seeking survey data covering a broad range of companies meeting the revenue and industry criteria set forth above, the compensation committee did not focus on the individual companies included in the survey data. We refer to the data sources described above as the “market sample.”

We placed equal weight on each survey source. We believe that communications, software, internet companies, and technology companies in general with comparable revenues represent an appropriate comparison group for our executives because they are the companies against which we are most likely to compete for executive talent. The comparative analysis described above provides only guidelines, and we do not follow them rigidly.

Salaries

None of our NEOs received a salary increase in 2021. The salaries of our named executive officers for 2021 were as follows:

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Name	2020 Salary		2021 Salary
Rory Read	$	850,000	$	850,000
Stephen Lasher (1)	$	—	$	650,000
Tim Shaughnessy (2)	$	—	$	—
Jay Bellissimo (3)	$	—	$	600,000
Savinay Berry (4)	$	—	$	500,000
Joy Corso	$	400,000	$	400,000

(1)Joined the Company in January 2021.

(2)Joined the Company in August 2020 as the interim CFO through February 2021. Mr. Shaughnessy received a fixed payment of $300,000 per month and was not eligible to receive incentive compensation.

(3)Joined the Company in January 2021.

(4)Joined the Company in February 2021.

Annual Cash Bonuses

When determining the annual cash bonuses of our executive officers, the compensation committee reviews achievement of objective performance criteria. The compensation committee may also consider discretionary factors relating to the executive's individual performance. For 2021, the target bonus opportunity percentages for the participating named executive officers were as follows:


Name	Target Percentage of Base Salary
Rory Read	125	%
Stephen Lasher	100	%
Tim Shaughnessy (1)	—	%
Jay Bellissimo	100	%
Savinay Berry	100	%
Joy Corso	60	%

(1)As interim CFO, Mr. Shaughnessy did not participate in the 2021 bonus program.

Generally, there were three metrics applicable to all participants in the 2021 bonus program: VCP Service Revenue, Adjusted EBITDA (excluding Consumer), and Customer Satisfaction (NPS). The weighting of these metrics were as follows:


Corporate Metrics			Weighting
VCP Service Revenues			60% of target bonus
Adjusted EBITDA (excluding Consumer)			30% of target bonus
Customer Satisfaction (NPS)			10% of target bonus

•VCP Service Revenues includes revenues from the Vonage Communications Platform (UCaaS, CCaaS, and API service offerings).

•Adjusted EBITDA (excluding Consumer). Adjusted EBITDA is calculated as GAAP net income (loss) before interest, tax, depreciation and amortization, share-based expense, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, organizational transformation, restructuring costs and other non-recurring items.

•Customer Satisfaction ("NPS") measures the satisfaction of our VCP segment customers.

Each metric has a minimum, target, and maximum performance level that would result in certain payments of the weighted target bonus for the metric. No payment is made for performance below the minimum performance level.

The following table shows the performance levels upon which minimum, target, and maximum bonuses would have been paid, the payout percentages associated with those performance levels, and the actual 2021 performance for the metrics.

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(amounts in thousands)	2021
Performance Measure	Weighting		Minimum (50%)		Target (100%)		Maximum (150%)		Actual Performance		Weighted Attainment		Attainment
VCP Service Revenues	60.0	%	$	968,000	$	1,003,000	$	1,037,000	$	1,054,000	167.0	%	100.3	%
Adjusted EBITDA (excluding Consumer)	30.0	%	$	(10,000)	$	13,000	$	29,000	$	11,000	96.0	%	28.8	%
Customer Satisfaction (NPS)	10.0	%	24		26		28		20		—	%	—	%
Total Bonus Payout	100.0	%											129.0	%

For Mr. Read and Mr. Lasher, there were four metrics applicable in the 2021 bonus program: VCP Service Revenue, Adjusted EBITDA (excluding Consumer), Adjusted EBITDA (Consumer only), and Customer Satisfaction (NPS). The weighting of these metrics were as follows:


Corporate Metrics			Weighting
VCP Service Revenues			60% of target bonus
Adjusted EBITDA (excluding Consumer)			20% of target bonus
Adjusted EBITDA (Consumer only)			10% of target bonus
Customer Satisfaction (NPS)			10% of target bonus


(amounts in thousands)	2021
2021 Metric	Weighting		Minimum (50%)		Target (100%)		Maximum (150%)		Weighted Attainment		Attainment
VCP Service Revenue	60.0	%	$	968,000	$	1,003,000	$	1,037,000	167.0	%	100.3	%
Adjusted EBITDA (excluding Consumer)	20.0	%	$	(10,000)	$	13,000	$	29,000	96.0	%	19.2	%
Adjusted EBITDA (Consumer only)	10.0	%	$	175,000	$	192,000	$	205,000	82.0	%	8.2	%
Customer Satisfaction (NPS)	10.0	%	24		26		28		—	%	—	%
Total Corporate Plan	100.0	%									127.6	%

Rationale For Performance Measures

2021 performance targets reflect the Company's continued pivot towards the cloud communications for business markets. For 2021:

•VCP Service Revenues represent 60% of overall performance weighting, reflecting the Company's desire to increase focus on business service revenues to align with the Company's overall strategy;

•Adjusted EBITDA (excluding Consumer) reflects the Company's overall desire to increase VCP profitability;

•Adjusted EBITDA (Consumer only) reflects the Company's Consumer profitability; and

•Customer Satisfaction (NPS) measures customer satisfaction within our VCP segment based on a satisfaction score that is weighted by revenue, reflecting the Company's focus on improving customer experience.

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Calculation of Annual Cash Bonus Awards

The annual cash bonus awards are calculated by multiplying the total bonus achievement percentages by the executive's target bonus.

Annual Cash Bonus Payouts 2021


Name	Total 2021 Bonus Award		Base Metric Achievement Percentage
Rory Read	$	1,355,750	127.6	%
Stephen Lasher	$	768,790	127.6	%
Tim Shaughnessy (1)	$	—	—	%
Jay Bellissimo	$	741,254	129.0	%
Savinay Berry	$	545,769	129.0	%
Joy Corso	$	309,600	129.0	%

(1) As interim CFO, Mr. Shaughnessy did not participate in the 2021 bonus program.

These payments are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Long-Term Incentives

2021 LTI Program

We award a significant portion of our long-term incentive compensation in the form of performance-based restricted stock units. The number of units actually earned will be determined at the end of the three-year performance period based on financial performance and relative total shareholder return performance. By linking a significant portion of our long-term incentives to three-year performance goals, we more closely align our NEOs' incentives with our strategic strategic priorities and long-term interests of shareholders.


2021 LTI Program
Award Type	% of Award	Vesting
Performance-based RSUs	60%	3 year cliff
Time-based RSUs	40%	Equal 3 year increments

We believe that our long-term compensation program elevates the link between pay and performance for our NEOs and closely aligns the interests of management and our shareholders. Performance RSUs are granted subject to the following terms:

•The number of performance RSUs granted is based on a target value determined by the compensation committee.

•For 2021, the number of performance RSUs actually earned will be based on two metrics:

◦25% of the award will be determined by Vonage's performance on the sum of business service revenue growth and consolidated AEBITDA margin (also called "Rule of 40")

◦75% of the award will be determined by Vonage's relative "Total Stockholder Return"( TSR) performance measured against a defined performance group consisting of technology companies we consider to be similar to Vonage, as discussed below. TSR is the percentage growth in stock price over the performance period, plus dividends and adjusted for events such as stock splits. Vonage's TSR performance will be ranked against the other companies in the performance group.

•Performance is measured over a three-year performance period.

•The actual number of shares received at the end of the performance period can range from 0-200% of the target number of shares, based on the Company's performance during the performance period, as follows.

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TSR Payout Schedule
Percentile Ranking				% of Target Earned
Greater than			80%				200%
50	%	—	80%	100	%	—	200%
30	%	—	50%	50	%	—	100%
Less than			30%				0%

Payouts are based on ranking results with linear adjustment between percentile ranks in the chart above. For example, achievement of the 65th percentile would result in 150% of the target number of shares being issued at the end of the performance period and achievement of the 40th percentile would result in 75% of the target number of shares being issued at the end of the performance period.

•TSR payouts are capped at 100% (target) if the Company's TSR performance is negative at the end of the performance cycle, even if the Company's relative TSR performance would have produced a higher payout.

In addition, we believe that the inclusion of the Rule of 40 metric aligns with our business strategy and requires our executives to continue improving business performance.

Our TSR performance group for 2021 awards was based on companies included in our prior period performance group, with modifications approved by our compensation committee to improve relevance to our business. As discussed below, these modifications included the addition of companies in the application software or cloud services industries. Our performance group for 2021 was set as follows:


8x8, Inc.			Microsoft Corporation*
Adobe Inc.			Mimecast Limited
Akamai Technologies			NICE Systems, Inc.
Avaya Holdings Corp.			Nuance Communications
Atlassian, Inc.			Ooma, Inc.
Bandwidth Inc.			PTC Inc.
Cisco Systems			RingCentral, Inc.
eGain Corporation			Sinch
EnvestNet			Smartsheet Inc
Everbridge, Inc.			Splunk Technology
Five9, Inc.			Teletech Holdings
Intuit Inc.			Twilio Inc.
j2 Global, Inc.			Verient Inc.
Kaleyra, Inc.*			Zendesk, Inc.
LivePerson, Inc.			Zoom Video Communications, Inc.

*Companies that are new to the list for 2021 awards.

The following companies were removed from the list for 2021 awards: Palo Alto Networks and Paylocity Holdings as they are less relevant to our direct business competition.

We annually evaluate our performance group to ensure its rigor, as reflected by the inclusion of high performing technology and software-as-a-service peers.

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Vesting of Prior LTI Awards

In 2021, awards made to our executives under the Company's 2019 LTI Program vested based upon Company TSR performance against the peer group over the three-year period from 2019-2021. To smooth the impacts of short-term price fluctuations in our stock price and provide a more appropriate long-term award result, we use averaging at the beginning and end of our performance period to compute our TSR as well as the TSR for each of the performance peers. For the beginning of period price, we average the closing price of each Company's stock for the 60 days straddling the first day of the performance period. For the end of period price of each Company, we average the final 60 trading days of the performance period. Dividends paid by companies in the peer group are assumed to be reinvested as of the ex-dividend date.

Using this methodology, our TSR performance for the 2019-2021 performance period was 93.02%, ranking at the 62nd percentile, and equating to a 140.23% payout under the terms of the 2019 LTI Program. Our Named Executive Officers did not receive any shares in connection with this performance period.

The named executive officers received the following equity awards in 2021 under the annual LTI program:


Name	Number of Time-based Restricted Stock Units	Target Number of Performance-based Restricted Stock Units
Rory Read(1)	—	—
Stephen Lasher	458,123	113,421
Tim Shaughnessy (2)	—	—
Jay Bellissimo	340,264	113,421
Savinay Berry	446,375	174,425
Joy Corso	188,924	49,886

1.Mr. Read was granted two years of awards under the LTI program in 2020 and was not eligible for additional equity grants until the 2022 annual grant cycle.

2.Mr. Shaughnessy was hired as the interim CFO from August 2020 through February 2021 and did not received any equity in connection with his role.

Stock Ownership Guidelines for Executives

Our compensation committee and Board of Directors have adopted stock ownership guidelines for our named executive officers and certain other covered executives. They believe that these requirements help ensure alignment of executive interests with shareholder interests and promote a focus on long-term growth. The following table shows the stock ownership levels required for our named executive officers, which are measured on a quarterly basis:


Name			Stock Ownership Level
Rory Read			5.0x base salary
Stephen Lasher			3.0x base salary
Tim Shaughnessy (1)			Not applicable
Jay Bellissimo			3.0x base salary
Savinay Berry			3.0x base salary
Joy Corso			3.0x base salary

(1)Mr. Shaughnessy did not receive in any equity grants during his service and was not required to comply with the stock ownership guidelines.

Shares counted in assessing compliance with the guidelines include shares owned outright and the in-the-money value of vested stock options. While there is no specific time period required to achieve these guidelines, each covered executive must retain 50% of net stock options exercised or stock delivered from vested restricted stock units until the guidelines are met. Executives may be exempted from the guidelines and/or the retention requirement due to financial hardship as determined by the compensation committee in its discretion.

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Benefits and Perquisites

We have also taken steps to ensure executives’ continued health and ability to render services to the Company through an annual physical program. Our incremental costs for the perquisites described above are shown in note 6 to the Summary Compensation Table.

We also maintain a 401(k) savings plan, which is a tax-qualified defined contribution plan available to all of our employees. All of our NEOs participated in the plan in 2021. In 2021, we provided a matching contribution equal to 50% of each dollar contributed by a participant, up to a maximum contribution of $6,000. The matching contributions vest after one year following the date of employment. Employee and matching contributions are based on compensation up to annual limits established under the Internal Revenue Code (the eligible compensation limit was $290,000 in 2021). Our matching contributions for the participating named executive officers are shown in note 6 to the Summary Compensation Table. We do not provide any supplemental retirement benefits.

Equity Grant Practices

The compensation committee approves all equity grants to executive officers and ratifies all other new hire and promotion equity grants made on a quarterly basis. In February of each year, the compensation committee considers annual equity grants. The compensation committee's practice is to approve annual equity grants effective on the first trading day on or after March 15.

In addition, the compensation committee delegated to our Chief Executive Officer the ability to make equity grants aggregating up to 400,000 shares of common stock in each quarter for employees that are not executive officers. These awards may not exceed 50,000 shares in each quarter to any individual employee.

For special grants, equity is granted on the first trading day of the month immediately following the month in which the equity grant is approved. For newly hired or promoted employees, restricted stock units are generally granted on the first trading day of the month immediately following the month in which the employee commences employment with us or the promotion is effective. In addition, we do not time equity grants to coincide with the release of material non-public information about Vonage.

Post-Employment Compensation

We have benefit plans, employment and letter agreements, and other arrangements for our named executive officers that provide special benefits upon certain types of termination events. The employment agreements and letter agreements provide financial security in the event the executive officer's employment is terminated without cause or his or her responsibilities are significantly diminished. The agreements also provide clear statements of the rights of the executive officers and protect them against an unfavorable change in employment terms. Absent these provisions, there is an increased risk that executive officers may be encouraged to seek other employment opportunities if they became concerned about their employment security as a result of changes to our Company or in the event of a change in control. None of our current executives is entitled to an excise tax gross up upon a change in control. In addition, all equity grants made to current executives require a “double trigger” (both a change in control and termination) for payout or accelerated vesting to occur.

We believe that our change in control benefits provide appropriate incentives for the executive officers to cooperate in negotiating any change in control of Vonage without regard to the potential effect on their positions. See “Potential Post-Employment Payments” for further information regarding change in control and termination benefits under the arrangements.

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Shareholder Outreach and Results of the 2021 Say-on-Pay Voting Results

At our 2021 annual meeting, shareholders did not approve our Say-on-Pay advisory vote. Prior to our 2021 annual meeting, we engaged with a substantial number shareholders regarding our compensation program. Shareholder feedback reflected overall approval of the structure of our compensation program, but some shareholders noted that they would not provide advisory approval based on one-time recruitment compensation to our Chief Executive Officer.

Vonage and its Board take shareholder feedback seriously. In light of discussions with our shareholders, we maintained the following key attributes in our 2022 executive compensation program:

•Continued to include a financial performance metric that accounts for 25% of our performance-based stock awards that we believe fosters greater alignment between rewards and profitable multi-year Vonage Communication Platform service revenue and Adjusted EBITDA* growth (remaining 75% continues to be based on relative Total Shareholder Return (TSR)).

•We maintained the weighting of stock awards to all executive officers at 60% performance-based awards in furtherance of our pay-for-performance philosophy.

Clawback, Anti-Hedging and Anti-Pledging Policies

Incentive Compensation Recovery Policy

The Company has put in place an Incentive Compensation Recovery Policy for incentive awards paid to executive officers. The policy is triggered in the event of a material restatement of the Company's financial results (other than as a result of a change in accounting rules, principles or interpretations) caused or substantially caused by the misconduct of the covered officer (including our NEOs). If triggered, the compensation committee may seek to recoup the portion of cash and equity based incentive awards paid or awarded to the covered officer in excess of the awards that would have been paid or awarded based on the restated financial results to the extent permitted by applicable law. In the case of equity awards that vested based on the achievement of financial results that were subsequently modified, the compensation committee and Board may also seek to recover improper gains from the sale or disposition of vested equity awards.

Hedging and Pledging

The Company's securities trading compliance policy contains prohibitions against certain types of stock-related transactions. The policy prohibits any director, officer or employee from engaging in any strategy or using any product to hedge against potential changes in the value of Vonage securities, including short selling techniques, “sales against the box”, puts, calls and other derivative securities, prepaid variable forwards, equity swaps, collars, exchange funds and forward sale contracts.

In addition, except in limited circumstances, no director or officer or employee may, directly or indirectly, pledge a significant amount of Vonage securities. The restrictions include the intentional creation of any form of pledge, security interest, deposit, or lien, including the holding of shares in a margin account, that entitles a third-party to foreclose against, or otherwise sell, any shares, whether with or without notice, consent, or default.

Company Tax and Accounting Issues

Deductibility of Executive Compensation

As a result of the Tax Cuts and Jobs Act, enacted on December 22, 2017, beginning in 2018, compensation paid to certain executive officers in excess of $1 million will generally be nondeductible for tax purposes. However, the Committee believes that shareholder interests are best served by maintaining flexibility to deliver appropriate levels of compensation even if such compensation is nondeductible.

Share-Based Compensation

We account for compensation expense from our stock awards in accordance with the "Compensation - Stock Compensation Topic" of the Financial Accounting Standards Board Accounting Standards Codification ("FASB Codification") that requires companies to measure the cost of employee stock awards based on the grant date fair value and recognize that cost over the period during which a recipient is required to provide services in exchange for the stock awards, typically the vesting period. We consider the impact on the Company's compensation expense when determining and making stock awards.

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Section 280G Mitigation Actions

Pursuant to the terms of the Merger Agreement, the Company is permitted to implement strategies to mitigate the possible impact of Section 280G of the Code. On December 27, 2021, the compensation committee approved with respect to certain executive officers, (i) the payment, on or prior to December 31, 2021, of annual cash bonuses for calendar year 2021 that otherwise would be payable in 2022 and (ii) the settlement (in whole or in part), on or prior to December 31, 2021, of certain restricted stock unit awards and performance stock unit awards for restricted shares of Vonage Common Stock, less the appropriate withholding taxes, with the same vesting terms as such restricted stock unit awards and performance stock unit awards. Such executive officers entered into agreement with the Company providing for the actions described above and including the potential forfeiture and clawback described below. The executive officers have made elections under Section 83(b) of the Internal Revenue Code with respect to such shares of Company restricted stock. The actions described above have the effect of providing compensation in 2021 that would have otherwise been paid in a future year, but have not changed the vesting requirements as a result of the forfeiture and clawback provisions applicable to such compensation, as described below.

The compensation committee approved the following for each applicable named executive officer:

•For Rory Read, an accelerated payment in the amount of $1,221,875 and the settlement of 298,056 restricted stock units with 180,770 restricted shares of Vonage Common Stock (after payment of applicable withholding taxes) subject to forfeiture and clawback as described below.

•For Joy Corso, an accelerated payment in the amount of $276,000 and the settlement of 62,974 restricted stock units and 103,077 performance stock units with 100,706 restricted shares of Vonage Common Stock (after payment of applicable withholding taxes) subject to forfeiture and clawback as described below.

•For Savinay Berry, an accelerated payment in the amount of $575,000 and the settlement of 60,906 restricted stock units with 30,708 restricted shares of Vonage Common Stock (after payment of applicable withholding taxes) subject to forfeiture and clawback as described below.

If the executive officer’s service terminates under circumstances that would otherwise have resulted in the forfeiture of all or any portion of a restricted stock unit award or performance stock unit award, any restricted stock issued in respect of such award will be forfeited and any shares withheld by the Company for the satisfaction of withholding taxes (or cash equal to the fair market value of such shares) will be subject to recovery by the Company. With respect to any performance stock units, if at the end of the applicable performance period, actual performance is less than the assumed level of performance, the applicable number of shares of restricted stock will be forfeited and any shares withheld by the Company for the satisfaction of withholding taxes will be subject to recovery by the Company, and if actual performance is greater than the assumed level of performance, the executive officer will be issued additional shares of restricted stock.

Summary Compensation Table


Name and Principal Position	Year	Salary		Bonus (6)		Stock Awards (7)		Non-Equity Incentive Plan Compensation (8)		All Other Compensation(9)		Total
Rory Read Chief Executive Officer	2021	$	850,000					$	1,355,750	$	9,542	$	2,215,292
	2020	$	434,808	$	3,000,000	$	24,546,250	$	1,062,500	$	6,000	$	29,049,558


Stephen Lasher Chief Financial Officer (1)	2021	$	602,500	$	1,500,000	$	8,874,373	$	768,790	$	7,200	$	11,752,863



Tim Shaughnessy Interim Chief Financial Officer (2)	2021	$	1,400,000									$	1,400,000
	2020	$	1,200,000									$	1,200,000


Jay Bellissimo Chief Operating Officer (3)	2021	$	574,615	$	2,000,000	$	6,131,836	$	741,254	$	7,200	$	9,454,905



Savinay Berry EVP, Product and Engineering (4)

SEC Form 10-K/A filed by Vonage Holdings Corp. (Amendment)