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SCHEDULE 14A

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

Filed by the Registrant

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Filed by a party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

Accolade, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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

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ACCOLADE, INC.
1201 THIRD AVENUE, SUITE 1700
SEATTLE, WA 98101

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On July 26, 2022

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Accolade, Inc., a Delaware corporation (the “Company”), which will be held as a virtual meeting through a live webcast at www.virtualshareholdermeeting.com/ACCD2022. You will not be able to attend the meeting in person. The meeting will be held for the following purposes:

1. To elect the three nominees for director named herein to the Accolade Board of Directors to hold office until the 2025 Annual Meeting of Stockholders.

2. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement.

3. To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.

4. To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending February 28, 2023.

5. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement accompanying this Notice.

This year’s Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/ACCD2022 and entering the 16-digit Control Number included in your proxy card or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 9:45 a.m. Eastern Time, on Tuesday, July 26, 2022.

The record date for the Annual Meeting is June 22, 2022. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

		Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on July 26, 2022 at 10:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/ACCD2022.
		The proxy statement and annual report to stockholders are available at www.proxyvote.com.

By Order of the Board of Directors

Richard Eskew
Secretary

Plymouth Meeting, PA
June 24, 2022

You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

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ACCOLADE, INC.
1201 THIRD AVENUE, SUITE 1700
SEATTLE, WA 98101

PROXY STATEMENT
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

July 26, 2022

MEETING AGENDA

Proposals	Page	Voting Standard	Board Recommendation
Election of Directors	7	Plurality	For each director nominee
Advisory approval of the compensation of the Company’s named executive officers	19	Majority of shares present virtually or represented by proxy and entitled to vote on the matter	For
Advisory vote on the frequency of stockholder advisory votes on executive compensation	20	Majority of shares present virtually or represented by proxy and entitled to vote on the matter	For One Year
Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending February 28, 2023	37	Majority of shares present virtually or represented by proxy and entitled to vote on the matter	For

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	LETTER FROM OUR CHIEF EXECUTIVE OFFICER
	QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING					1
	PROPOSAL 1 ELECTION OF DIRECTORS					7
	INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE					11
	Board Independence					11
	Board of Directors Leadership Structure					11
	Role of the Board of Directors in Risk Oversight					11
	Meetings of The Board of Directors					12
	Information Regarding Committees of the Board of Directors					12
	Audit Committee					13
	Compensation Committee					13
	Nominating and Corporate Governance Committee					14
	Stockholder Communications With The Board Of Directors					15
	Code of Business Conduct and Ethics					15
	Corporate Governance Guidelines					15
	Board Diversity Matrix					15
	Director Compensation					16
	PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION					19
	PROPOSAL 3 ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION					20
	EXECUTIVE OFFICERS					21
	EXECUTIVE COMPENSATION					22
	Compensation Discussion and Analysis					22
	PROPOSAL 4 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					35
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					38
	Delinquent Section 16(a) Reports					39
	TRANSACTIONS WITH RELATED PERSONS					41
	Related Person Transactions Policy and Procedures					41
	Certain Related Person Transactions					41
	Registration Rights Agreement					41
	Indemnification					41
	HOUSEHOLDING OF PROXY MATERIALS					42
	OTHER MATTERS					43

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LETTER FROM OUR CHIEF EXECUTIVE OFFICER

To our shareholders,

When I wrote this letter one year ago, stock markets were rising in a historic bull run, even as the nation was still recovering from the Covid-19 pandemic, and a disrupted global supply chain wreaked havoc across industries. Despite these challenges, we leveraged the opportunities created by the continued equity market strength to complete three acquisitions and raise additional capital to fund our innovation and growth.

Today, the world is different. Geopolitical events have shocked the world’s economies. Inflation is rising, stock markets have declined, and the labor market has started to cool as companies look to control their costs in preparation for a recession. In a market like this one, the best businesses reflect on their past, assess the current environment, and then set their course to ensure their strategies, operations and people are future-ready.

Looking back at our accomplishments in fiscal 2022, our successes were clearly evident:

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Grew revenue from $170 million to $310 million

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Expanded the number of enterprise customers from 112 to more than 600

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Grew the number of dedicated Accoladians by more than 1,000 employees who wake up every day with a drive to change the way healthcare is experienced in the U.S.

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Increased the number of member lives served by our front-line care teams of health assistants, nurses, clinicians, primary care physicians and mental health specialists from 2 million to more than 10 million

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Completed major acquisitions, invented the “Personalized Healthcare” category, and expanded from navigation and advocacy only to completing the care continuum by forward integrating with primary care, mental health support and expert medical opinion

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Entered a new direct-to-patient market with our primary care and mental health offering through the acquisition of PlushCare

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Launched our primary care and mental health service to enterprise customers and their employees, and inked health plan partnerships to power their virtual first plan designs

These successes defined the past year. Today, as I look out at the current landscape, we have to be pragmatic and disciplined about the challenges ahead. The macro-economic environment is producing headwinds that will create uncertainty for both buyers and sellers in our markets. We expanded our total addressable market in fiscal 2022 and are focused on continued growth and demonstrating a consistent path to profitability.

That said, we are crystal clear about the advantages we take to the market every day:

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We serve more than 30% of the Fortune 100 with one or more of our offerings

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We have maintained tremendous customer retention often through several renewal cycles

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We have a first mover advantage across a number of dimensions that sustain our market leadership. Our proven clinical outcomes have demonstrated long-term and verifiable results to our customers and members.

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Perhaps most critically, as the only navigation and advocacy company to get to the public markets, we were able to take advantage of the favorable market conditions to raise significant capital while completing three acquisitions. Our balance sheet allows us to execute against our strategy without the need to raise additional capital.

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Our new capabilities, including our long-standing commitment to equity and inclusion, allow us to more fully meet our vision of every person living their healthiest life

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The current economic downturn presents challenges. It would be foolish to ignore that and not adapt our business accordingly. Whether it was during the dot com crash of 2000-2001 or the financial crisis in 2008-2009, history tells a very clear story that the best companies turn those challenges into opportunities and get stronger during these times. They capitalized on market volatility, labor challenges, and macro-economic headwinds to solidify their market position, optimize their business focus and operations, and emerged in a better leadership position when the economy recovered. As I take stock of our advantages, I am certain Accolade will be one of those companies.

Against this backdrop, to my colleagues at Accolade, I offer a heartfelt thank you for all your efforts this past year in advancing our mission and supporting our members. You have helped millions of people live better lives and created a new category that is changing how healthcare works in this country. I am proud to stand with you every day.

And to our shareholders, we remain committed to building a truly great and enduring business at Accolade, and your partnership and counsel remain essential elements to our success.

Sincerely,

Rajeev Singh
Chief Executive Officer and
Chairman of the Board of Directors

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent you these proxy materials because the Board of Directors of Accolade, Inc. (sometimes referred to as the “Company” or “Accolade”) is soliciting your proxy to vote at the 2022 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting. You are invited to attend the Annual Meeting online to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or through the internet.

We intend to mail these proxy materials on or about June 27, 2022 to all stockholders of record entitled to vote at the Annual Meeting.

How do I attend the Annual Meeting?

The Annual Meeting will be held virtually through a live webcast at www.virtualshareholdermeeting.com/ACCD2022. You will not be able to attend the Annual Meeting in person. If you attend the Annual Meeting online, you will be able to vote and submit questions, at www.virtualshareholdermeeting.com/ACCD2022.

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on June 22, 2022, the record date, or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/ACCD2022 and enter the 16-digit Control Number found next to the label “Control Number” on your proxy card or in the email sending you the Proxy Statement. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your control number/proxy to vote.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the meeting on July 26, 2022.

What if I cannot find my Control Number?

Please note that if you do not have your Control Number and you are a registered stockholder, you will need to visit www.virtualshareholdermeeting.com/ACCD2022 on the day of the Annual Meeting to contact the operators who will be able to provide your Control Number to you.

If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.

Will a list of record stockholders as of the record date be available?

A list of our record stockholders as of the close of business on the record date will be made available to stockholders during the meeting at www.virtualshareholdermeeting.com/ACCD2022. In addition, for the ten days prior to the Annual Meeting and until the Annual Meeting, the list will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters located at 660 West Germantown Pike, Suite 500, Plymouth Meeting, PA 19462 during regular business hours. To access the list of record stockholders on the day of the Annual Meeting, stockholders should access www.virtualshareholdermeeting.com/ACCD2022.

Where can we get technical assistance?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

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For the Annual Meeting, how do we ask questions of management and the board?

We plan to have a Q&A session at the Annual Meeting and will include as many appropriate stockholder questions as the allotted time permits. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/ACCD2022.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on June 22, 2022 will be entitled to vote at the Annual Meeting. On the record date, there were 71,209,436 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on June 22, 2022 your shares were registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on June 22, 2022 your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting.

What am I voting on?

There are four matters scheduled for a vote:

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Election of three directors (Proposal 1);

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Advisory approval of the compensation of the Company’s named executive officers, as disclosed in this proxy statement in accordance with SEC rules (Proposal 2);

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Advisory indication of the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers (Proposal 3); and

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Ratification of selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending February 28, 2023 (Proposal 4).

What if another matter is properly brought before the meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. With regard to your advisory vote on how frequently we should solicit stockholder advisory approval of executive compensation, you may vote for any one of the following: one year, two years or three years, or you may abstain from voting on that matter. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

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Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote online at the Annual Meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote at the meeting even if you have already voted by proxy.

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To vote during the Annual Meeting, if you are a stockholder of record as of the record date, follow the instructions at www.virtualshareholdermeeting.com/ACCD2022. You will need to enter the 16-digit Control Number found on your proxy card, or notice you receive or in the email sending you the Proxy Statement.

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To vote prior to the Annual Meeting (until 11:59 p.m. Eastern Time on July 25, 2022), you may vote via the Internet at www.proxyvote.com; by telephone; or by completing and returning your proxy card or voting instruction form, as described below.

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To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and Control Number from the enclosed proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Time on July 25, 2022 to be counted.

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To vote through the internet prior to the meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and Control Number from the enclosed proxy card. Your internet vote must be received by 11:59 p.m. Eastern Time on July 25, 2022 to be counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from Accolade. To vote prior to the meeting, simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. You may access and vote at the meeting by logging in with your Control Number on your voting instruction form at www.virtualshareholdermeeting.com/ACCD2022. However, since you are not the stockholder of record, you may not vote your shares at the meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of June 22, 2022.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all three nominees for director, “For” the advisory

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approval of executive compensation, for “One Year” as the preferred frequency of advisory votes to approve executive compensation and “For” the ratification of selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending February 28, 2023. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of various national and regional securities exchanges, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposal Nos. 1, 2 or 3 without your instructions, but may vote your shares on Proposal No. 4. without your instructions.

If you are a beneficial owner of shares held in street name, and you do not plan to attend the meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

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You may submit another properly completed proxy card with a later date.

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You may grant a subsequent proxy by telephone or through the internet.

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You may send a timely written notice that you are revoking your proxy to Accolade’s Secretary at 660 West Germantown Pike, Suite 500, Plymouth Meeting, PA 19462.

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You may attend the Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.

Your most current proxy card or internet proxy is the one that is counted.

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Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by April 27, 2023 to Accolade’s Corporate Secretary at 660 West Germantown Pike, Suite 500, Plymouth Meeting, PA 19462. If you wish to submit a proposal (including a director nomination) at the 2023 Annual Meeting of Stockholders that is not to be included in next year’s proxy materials, the proposal must be received by our Corporate Secretary not later than the close of business on April 27, 2023 nor earlier than the close of business on March 28, 2023; provided, further, that if our 2023 Annual Meeting of Stockholders is held before June 26, 2023 or after August 25, 2023, then the proposal must be received no earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than our Board of Director’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) no later than May 27, 2023.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; with respect to the proposal regarding frequency of stockholder advisory votes to approve executive compensation, votes for frequencies of one year, two years or three years, abstentions and broker non-votes; and, with respect to the proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm, votes “For,” “Against” and abstentions.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine” under various national and regional securities exchange rules, the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as “broker non-votes.”

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

How many votes are needed to approve each proposal?

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.

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Proposal
Number

Proposal Description

Vote Required for Approval

Effect of Abstentions

Effect of Broker
Non-Votes

Election of Directors

Nominees receiving the most “For” votes; withheld votes will have no effect

Not applicable

No effect

Advisory approval of the compensation of the Company’s named executive officers

“For” votes from the holders of a majority of shares present virtually or represented by proxy and entitled to vote on the matter

Against

No effect

Advisory vote on the frequency of stockholder advisory votes on executive compensation

The frequency receiving the votes of the holders of a majority of shares present virtually or represented by proxy and entitled to vote on the matter

Against each of the proposed voting frequencies

No effect

Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending February 28, 2023

“For” votes from the holders of a majority of shares present virtually or represented by proxy and entitled to vote on the matter

Against

Not applicable(1)

(1)

This proposal is considered to be a “routine” matter under various national and regional securities exchange rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority to vote your shares on this proposal.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting virtually or represented by proxy. On the record date, there were 71,209,436 shares outstanding and entitled to vote. Thus, the holders of 35,604,719 shares must be present virtually or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What proxy materials are available on the internet?

The letter to stockholders, proxy statement, Form 10-K and annual report to stockholders are available at www.accolade.com.

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PROPOSAL 1

ELECTION OF DIRECTORS

Accolade’s Board of Directors (“Board of Directors”) is divided into three classes. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

The Board of Directors presently has nine members. There are three directors in the class whose term of office expires in 2022. Each of the nominees listed below is currently a director of the Company. Mr. Neff was appointed to our Board of Directors prior to our initial public offering by then-current members of the Board of Directors to fill a newly created board seat, and Dr. Nabel and Mr. Brodsky were both appointed to the Board of Directors in June 2021 by then-current members of the Board of Directors to fill vacant seats. If elected at the Annual Meeting, each of these nominees would serve until the 2025 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the Annual Meeting. Six of the directors attended the 2021 Annual Meeting of Stockholders.

Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.

Nominees

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this proxy statement.

The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. To provide a mix of experience and perspective on the Board of Directors, the Nominating and Corporate Governance Committee also takes into account geographic, gender, age, racial and ethnic diversity. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating and Corporate Governance Committee to believe that that nominee should continue to serve on the Board of Directors. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

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Name	Age	Director Since	Principal Occupation/ Position Held With the Company
Class II Directors – Nominees for Election at the 2022 Annual Meeting
Mr. Thomas J. Neff	84	September 2007	Director
Dr. Elizabeth Nabel	70	June 2021	Director
Mr. Jeffrey Brodsky	57	June 2021	Director

Nominees for Election for a Three-year Term Expiring at the 2025 Annual Meeting

Thomas J. Neff has served as a member of our Board of Directors since 2007. Since 1976, Mr. Neff has served in various roles at Spencer Stuart Management Consultants N.A., an executive search consulting firm, currently serving as Spencer Stuart, U.S.’s chairman and previously managing the worldwide firm from 1979 to 1987. Prior to this, Mr. Neff was a consultant with McKinsey & Co Inc., a global consulting firm and was a principal with Booz Allen & Hamilton, a consulting firm. He previously was CEO of Hospital Data Sciences, Inc., a database management system for hospital blood banks. He served for 16 years on the board of directors of ACE Limited (now Chubb), as well as three other public companies: Hewitt Associates, Macmillan and Exult, until they were acquired. In each case, he chaired the compensation and/or nominating committees. He currently serves on the board of Atlantic Avenue Acquisition Corp. (NYSE). Neff also previously served on the board of Lord Abbett & Co., the mutual fund company. Mr. Neff holds an M.B.A. from Lehigh University and a B.S. from Lafayette College. We believe Mr. Neff is qualified to sit on our Board of Directors due to his experience in leadership consulting, as well as extensive board and governance experience.

Elizabeth Nabel, M.D. has served as a member of our Board of Directors since 2021. Dr. Nabel is an executive leader at ModeX Therapeutics and OPKO Health, which develops innovative immunotherapies for cancer and infectious diseases. She previously served as the president of Brigham and Women’s Hospital and was the first chief health and medical advisor to the National Football League. In her role as director of the National Institute of Health’s National Heart, Lung and Blood Institute, she became known for her advocacy efforts that resulted in the Heart Truth campaign, which features its signature iconic red dress. Dr. Nabel is an elected member of the National Academy of Medicine of the National Academy of Sciences. She has been named one of the nation’s top leaders in medicine by Modern Healthcare magazine, Becker’s Hospital Review and as one of Boston’s “50 Most Powerful People” by Boston magazine. She serves on the boards of Medtronic, Moderna, Lyell and the Lasker Foundation. She attended Weill Cornell Medical College and completed her internal medicine and cardiology training at Brigham and Women’s Hospital and Harvard University. We believe Dr. Nabel is qualified to serve on our Board of Directors due to her medical training and experience as an executive at various healthcare companies, organizations and agencies.

Jeffrey Brodsky has served as a member of our Board of Directors since 2021. Mr. Brodsky recently completed his tenure as vice chairman at Morgan Stanley and as a member of its operating committee where he worked with management and the board on critical strategic issues related to executive talent, succession and diversity and inclusion. He also helped lead the firm’s COVID-19 response and brings direct experience in acquisition integration, most recently E*Trade and Eaton Vance. Presently, Mr. Brodsky serves as a Senior Advisor to Morgan Stanley where he works directly with senior leaders and the board of directors on a range of employee-related matters, including succession planning, compensation, and diversity and inclusion. Additionally, he provides coaching to firm management and other high-potential leaders across the firm. During more than 30 years at Morgan Stanley, Mr. Brodsky held a variety of leadership roles in human resources, culminating in more than 10 years as the firm’s chief human resources officer. Mr. Brodsky serves on the Safe Horizon board of directors and is an executive in residence at the University of Michigan’s Ross School of Business, where he previously served on the school’s advisory board. He earned a B.S. in accounting from Binghamton University. We believe Mr. Brodsky is qualified to serve on our Board of Directors due to his experience with advising executive management teams.

The Board Of Directors Recommends
A Vote In Favor Of Each Named Nominee.

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Information About Our Continuing Directors

The following is a brief biography for the remaining members of our Board of Directors and a discussion of their specific experience, qualifications, attributes or skills, as of the date of this proxy statement. There are no family relationships among any of our executive officers or directors.

Name

Age

Director Since

Principal Occupation/
Position Held With the Company

Class III Directors – Continuing in Office Until the 2023 Annual Meeting

Mr. Rajeev Singh

October 2015

Director, Chief Executive Officer and Chairman of the Board

Mr. Peter Klein

September 2019

Lead Independent Director

Ms. Dawn Lepore

June 2019

Director

Ms. Patricia Wadors

February 2020

Director

Class I Directors – Continuing in Office Until the 2024 Annual Meeting

Mr. Jeffrey Jordan

July 2016

Director

Ms. Cindy Kent

January 2021

Director

Directors Continuing in Office Until the 2023 Annual Meeting

Rajeev Singh has served as our chief executive officer and a member of our Board of Directors since October 2015. In 1993, Mr. Singh co-founded Concur Technologies, Inc., a business travel and expense management company. Mr. Singh served on Concur’s board of directors from April 2008 until January 2015 and was most recently its president and chief operating officer until it was acquired by SAP SE in 2014. Prior to Concur, Mr. Singh held positions at Ford Motor Company and General Motors Corporation. Mr. Singh currently serves on the board of directors of Avalara Inc. (NYSE: AVLR), a tax compliance software company, as the lead independent director. Mr. Singh is also on the board of Amperity, a privately held technology company focused on customer data management. Mr. Singh holds a B.S. from Western Michigan University. We believe Mr. Singh is qualified to serve on our Board of Directors due to his extensive knowledge of our company, as well as his significant operational and strategic expertise.

Peter Klein has served as a member of our Board of Directors since September 2019 and has served as our lead independent director since June 2021. From January 2014 to June 2014, Mr. Klein served as chief financial officer of William Morris Endeavor Entertainment, LLC, a global sports and entertainment marketing firm. Mr. Klein spent over 11 years in various finance leadership roles at Microsoft Corporation, including serving as chief financial officer from November 2009 until May 2013. Previously, he held senior finance positions with McCaw Cellular Communications, Orca Bay Capital Corporation, Asta Networks Inc. and Homegrocer.com, Inc. Mr. Klein currently serves on the boards of directors of F5, Inc., a software company, Sarcos Technology and Robotics Corp., and Denali Therapeutics Inc., a biotechnology company. Mr. Klein previously served on the board of directors of Apptio, Inc., a software company. He holds an M.B.A. from the University of Washington and a B.A. from Yale University. We believe Mr. Klein is qualified to serve on our Board of Directors due to his extensive experience as a senior finance executive, including as the chief financial officer of one of the world’s largest software companies.

Dawn Lepore has served as a member of our Board of Directors since June 2019. Ms. Lepore is the former chief executive officer and chairman of the board of drugstore.com, an online retailer of health, beauty and wellness products, which she led from 2004 until its acquisition by Walgreens in 2011. Ms. Lepore repositioned drugstore.com to focus on over-the-counter, beauty and vision products, which led the company to record revenues. Prior to drugstore.com, Ms. Lepore spent more than 21 years at Charles Schwab in a variety of leadership roles, including launching Schwab’s highly successful e-commerce business. In her tenure there, she was vice chairman of technology, chief information officer and held strategic positions in operations, administration, business strategy and worked as an active trader. Ms. Lepore has been recognized professionally by multiple industry groups, including Fortune magazine, which nominated her four times as one of the “50 Most Powerful Women in American Business.” Ms. Lepore has also been recognized by the National Organization for Women at their Aiming High Conference, one of

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InformationWeek’s “Chiefs of the Year” and Future Banker magazine as one of the “Ten Hottest CIOs.” In addition to Accolade, she serves on the boards of loanDepot (NYSE), RealNetworks and Servco Pacific Inc. Ms. Lepore is a graduate of Smith College. We believe Ms. Lepore is qualified to serve on our Board of Directors due to her extensive operational background experience as an executive and director at diverse online consumer, Internet technology and retail companies.

Patricia Wadors has served as a member of our Board of Directors since February 2020. Ms. Wadors has served as the Chief People Officer of Ultimate Kronos Group (UKG) since April 2022. Ms. Wadors served as Chief People Officer of Procore Technologies from November 2020 to April 2022. From September 2017 to November 2020, Ms. Wadors served as the Chief Talent Officer of ServiceNow, Inc. From March 2015 to September 2017, Ms. Wadors served as CHRO-SVP, Global Talent Organization at LinkedIn, and from February 2013 to March 2015, as VP, Global Talent Organization at LinkedIn. From April 2010 to February 2013, Ms. Wadors served as Senior Vice President of Human Resources at Plantronics, Inc., a designer, manufacturer and distributor of headsets for business and consumer applications. Prior to Plantronics, she served as Senior Vice President of Human Resources at Yahoo! and as Chief Human Resources Officer at Align Technologies, and she has held senior human resource management positions at Applied Materials, Merck Pharmaceutical, Viacom International, and Calvin Klein Cosmetics. Ms. Wadors holds a B.S. in business management with a concentration in human resources management and a minor in psychology from Ramapo College of New Jersey. We believe Ms. Wadors is qualified to serve on our Board of Directors due to her extensive operational background experience as an executive at diverse online consumer and internet technology companies.

Directors Continuing in Office Until the 2024 Annual Meeting

Jeffrey Jordan has served as a member of our Board of Directors since July 2016. Mr. Jordan has been serving as a general partner of Andreessen Horowitz, a venture capital firm, since he joined in 2011. From 2007 to 2011, Mr. Jordan served as the president and chief executive officer of OpenTable Inc., an Internet and mobile services company. From 2004 to 2006, he served as president of PayPal Holdings Inc., an Internet-based payment system then owned by Internet company eBay Inc., and as senior vice president and general manager of eBay from 1999 to 2004. Mr. Jordan currently serves on the board of directors of Pinterest, Inc., a mobile application company. Mr. Jordan holds an M.B.A. from the Stanford University Graduate School of Business and a B.A. from Amherst College. We believe Mr. Jordan is qualified to sit on our Board of Directors due to his experience as an investor and as an officer of technology companies.

Cindy Kent has served as a member of our Board of Directors since January 2021. Ms. Kent has been working in the healthcare industry for more than 25 years. She is the current chief operating officer at Everly Health, where she oversees day-to-day business operations with direct responsibility for operations, supply chain, clinical, quality, regulatory, lab and human resources functions. Formerly, she was the executive vice president and president of senior living community operations at Brookdale Senior Living, America’s largest senior living company with over 700 facilities across the U.S. She also currently sits on the Board of Trust at Vanderbilt University. Ms. Kent was named one of Savoy Magazine’s “2020 Most Influential Black Executives in Corporate America.” She previously held executive leadership positions at 3M, Medtronic and Eli Lilly. She is a Henry Crown Fellow of the Aspen Institute and was an independent board director at Best Buy. Ms. Kent holds a Master of Divinity as well as an M.B.A. in marketing from Vanderbilt University. She completed her B.S. in industrial engineering and management sciences at Northwestern University. We believe Ms. Kent is qualified to sit on our Board of Directors due to her experience as an executive in the healthcare industry.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Independence

As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. The Board of Directors consults with the Company’s counsel to ensure that the determinations of the Board of Directors are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board of Directors has affirmatively determined that with the exception of Mr. Singh, all of the Company’s directors, including Mr. Cline and Dr. Frist, both of whom resigned in June 2021, are independent directors within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board of Directors found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

Board of Directors Leadership Structure

Our Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board of Directors and makes such recommendations to our Board of Directors as our Nominating and Corporate Governance Committee deems appropriate. Our corporate governance guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, the independent members of our Board of Directors may designate a “lead independent director.”

Currently, our Board of Directors believes that it is in the best interests of our company and our stockholders for our chief executive officer, Rajeev Singh, to serve as both the Chief Executive Officer and Chairman of the Board of Directors. As Chairman of the Board of Directors, Mr. Singh has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board of Directors. Accordingly, the Chairman of the Board of Directors has substantial ability to shape the work of the Board of Directors.

Because Mr. Singh serves in both roles, our Board of Directors has appointed a lead independent director, Peter Klein. As lead independent director, Mr. Klein provides leadership to the Board of Directors if circumstances arise in which the role of Chief Executive Officer and Chairman of our Board of Directors may be, or may be perceived to be, in conflict, and performs such additional duties as our Board of Directors may otherwise determine and delegate, including (i) presiding at meetings of our Board of Directors at which the Chairman of the Board of Directors is not present, (ii) convening meetings of the independent members of our Board of Directors, and (iii) serving as liaison between our Chairman of the Board of Directors and our independent directors. Our Board of Directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our Board of Directors, and sound corporate governance policies and practices.

Role of the Board of Directors in Risk Oversight

One of the key functions of the Board of Directors is informed oversight of the Company’s risk management process. The Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance

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of our internal audit function. Audit committee responsibilities also include oversight of cybersecurity risk management, and, to that end, the committee typically meets twice annually with the Chief Information Security Officer (CISO) and Chief Compliance Officer (CCO), as well as both IT and business personnel responsible for cybersecurity risk management and receives periodic reports from the CISO and CCO, as well as incidental reports as matters arise. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Typically, the entire Board of Directors meets with the head of the Company’s risk management group at least annually, and the applicable committees of the Board of Directors meet at least annually with the employees responsible for risk management in the committees’ respective areas of oversight. Both the Board of Directors as a whole and the various standing committees receive periodic reports from the head of risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board of Directors as quickly as possible. The Board of Directors has delegated to the lead independent director the responsibility of coordinating between the Board of Directors and management with regard to the determination and implementation of responses to any problematic risk management issues.

Meetings of The Board of Directors

The Board of Directors met seven times during the last fiscal year. Each member of the Board of Directors attended 75% or more of the aggregate number of meetings of the Board of Directors and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member.

Information Regarding Committees of the Board of Directors

The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for the fiscal year ended February 28, 2022 for each of the committees of the Board of Directors:

Name

Audit

Compensation

Nominating and
Corporate
Governance

Mr. Jeffrey Brodsky(1)

J. Michael Cline(2)

William H. Frist(3)

Mr. Jeffrey Jordan

Ms. Cindy Kent

Mr. Peter Klein+

Ms. Dawn Lepore

Dr. Elizabeth Nabel(4)

Mr. Thomas J. Neff(5)

Ms. Patricia Wadors

Total meetings in the fiscal year ended February 28, 2022

Committee Chairperson

Lead Independent Director

(1)

Mr. Brodsky was appointed to the Board of Directors and the Compensation Committee in June 2021.

(2)

Mr. Cline resigned from our Board of Directors and the Compensation Committee in June 2021.

(3)

Dr. Frist resigned from our Board of Directors in June 2021.

(4)

Ms. Nabel was appointed to the Board of Directors and the Audit Committee in June 2021.

(5)

Mr. Neff served on the Audit Committee until June 2021.

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Below is a description of each committee of the Board of Directors.

Audit Committee

The Audit Committee of the Board of Directors was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act, to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements. Our Audit Committee currently consists of Mr. Klein and Ms. Lepore and Dr. Nabel. Mr. Neff served as a member of our Audit Committee during a portion of fiscal 2022. The chair of our Audit Committee is Mr. Klein. Our Board of Directors has determined that each member of the Audit Committee is independent under the listing standards of Nasdaq and Rule 10A-3(b)(1) of the Exchange Act. Our Board of Directors has determined that Mr. Klein is an “audit committee financial expert” within the meaning of SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their employment. The Audit Committee met eight times during the fiscal year.

The primary purpose of the Audit Committee is to discharge the responsibilities of our Board of Directors with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:

•

helping our Board of Directors oversee our corporate accounting and financial reporting processes;

•

reviewing and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures;

•

assisting with design and implementation of our risk assessment functions;

•

managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

•

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•

reviewing related person transactions;

•

obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and

•

approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Our Audit Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq, which is available on our website at ir.accolade.com/corporate-governance/governance-overview.

Compensation Committee

Our Compensation Committee currently consists of Messrs. Neff, Jordan and Brodsky. Mr. Cline served as a member of our Compensation Committee during a portion of fiscal 2022. The chair of our Compensation Committee is Mr. Neff. Our Board of Directors has determined that each member of the Compensation Committee is independent under the listing standards of Nasdaq and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee met four times during year.

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The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board of Directors in overseeing our compensation policies, plans, and programs and to review and determine the compensation to be paid to our executive officers and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:

•

reviewing and recommending to our Board of Directors the compensation of our chief executive officer and other executive officers;

•

administering our equity incentive plans and other benefit programs;

•

reviewing, adopting, amending, and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management; and

•

reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

Our Compensation Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq, which is available on our website at ir.accolade.com/corporate-governance/governance-overview.

The specific determinations of the Compensation Committee with respect to executive compensation for the fiscal year ended February 28, 2022 are described in greater detail in the Compensation Discussion and Analysis section of this proxy statement.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Mses. Kent, Lepore and Wadors. The chair of our Nominating and Corporate Governance Committee is Ms. Lepore. Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent under the listing standards of Nasdaq. The Nominating and Corporate Governance Committee met six times during the fiscal year.

Specific responsibilities of our Nominating and Corporate Governance Committee include:

•

identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our Board of Directors;

•

considering and making recommendations to our Board of Directors regarding the composition and chairmanship of the committees of our Board of Directors;

•

reviewing and recommending to our Board of Directors the compensation of our directors;

•

reviewing with our chief executive officer the plans for succession to the offices of our executive officers and make recommendations to our Board of Directors with respect to the selection of appropriate individuals to succeed to these positions;

•

reviewing and making recommendations to our Board of Directors regarding the Company’s process for stockholder communications with the Board of Directors, and make such recommendations to the Board of Directors with respect to such communications as the Nominating and Corporate Governance Committee deems appropriate;

•

monitoring the Company’s overall approach to corporate social responsibility and ensuring it is in line with the overall business strategy and the Company’s corporate and social obligations as a responsible citizen; and periodically receiving and reviewing reports on the Company’s sustainability and environmental, social and related governance strategies, initiatives, policies and practices and

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making such recommendations to our Board of Directors about them as the Nominating and Corporate Governance Committee deems appropriate; and

•

overseeing periodic evaluations of the Board of Directors’ performance, including committees of the Board of Directors.

Our Nominating and Corporate Governance committee operates under a written charter that satisfies the applicable listing standards of Nasdaq, which is available on our website at ir.accolade.com/corporate-governance/governance-overview.

Stockholder Communications With The Board Of Directors

Historically, the Company has not provided a formal process related to stockholder communications with the Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. The Company believes its responsiveness to stockholder communications to the Board of Directors has been excellent.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of business conduct and ethics is available under the Investor Relations section of our website at ir.accolade.com/corporate-governance/governance-overview. In addition, we post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code.

Corporate Governance Guidelines

The Board of Directors documented the governance practices followed by the Company by adopting and amending Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate the Company’s business operations as needed and to make decisions that are independent of the Company’s management. The guidelines are also intended to align the interests of directors and management with those of the Company’s stockholders. The Corporate Governance Guidelines set forth the practices the Board of Directors intends to follow with respect to board composition and selection including diversity, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at ir.accolade.com/corporate-governance/governance-overview.

Board Diversity Matrix

The Board Diversity Matrix, below, provides diversity statistics for our Board of Directors.

	Board Diversity Matrix (As of April 18, 2022)
	Total Number of Directors					9

	Female		Male
Part I: Gender Identity
Directors		4		5
Part II: Demographic Background
African American or Black		1		0
Asian		0		1
White		3		4

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Director Compensation

Non-Employee Director Compensation Policy

Our Board of Directors has adopted a non-employee director compensation policy, pursuant to which our non-employee directors are eligible to receive compensation for service on our Board of Directors and committees of our Board of Directors.

Equity Compensation

Initial Grant

Each new non-employee director who joins our Board of Directors will automatically receive a restricted stock unit award for common stock having a value of $130,200 based on the fair market value of the underlying common stock on the date of grant under our 2020 Equity Incentive Plan (2020 Plan), with the $130,200 being prorated based on the number of months from the date of appointment until the next annual meeting of our stockholders. Each initial grant will vest on the earlier of (i) the date of the following annual meeting of our stockholders (or the date immediately prior to the next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (ii) the one year anniversary measured from the date of grant, each subject to continued service as a director through each applicable vesting date.

Annual Grant

On the date of each annual meeting of our stockholders, each continuing non-employee director will automatically receive a restricted stock unit award for common stock having a value of $130,200 based on the fair market value of the underlying common stock on the date of grant under our 2020 Plan. Each annual grant will vest on the earlier of (i) the date of the following annual meeting of our stockholders (or the date immediately prior to the next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (ii) the one year anniversary measured from the date of grant, each subject to continued service as a director through each applicable vesting date.

Vesting Acceleration

In the event of a change in control (as defined in our 2020 Plan), any unvested portion of an equity award granted under the policy will fully vest immediately prior to the closing of such change of control, subject to the non-employee director’s continuous service with us on the effective date of the change of control.

The calculation of the number of shares of restricted stock units granted under the non-employee director compensation policy will be the closing price of our common stock as reported by Nasdaq on the date of grant.

Cash Compensation

Each non-employee director will receive an annual cash retainer of $86,800 for serving on our Board of Directors, the lead independent director of our Board of Directors will receive an additional annual cash retainer of $25,000.

On an annual basis, a director may elect to receive some or all of the annual cash retainer in the form of additional restricted stock units with an equivalent dollar value at issuance.

Rajeev Singh, our Chief Executive Officer, is also a director but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Singh.

The chairperson and members of the three committees of our Board of Directors are entitled to the following additional annual cash retainers:

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Board Committee	Chairperson Fee			Member Fee
Audit Committee		$	20,000		$	10,000
Compensation Committee			10,000			5,000
Nominating and Corporate Governance Committee			10,000			5,000

All annual cash compensation amounts will be payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, pro-rated based on the days served in the applicable fiscal quarter.

Annual Election

The Board of Directors has approved a director election program, where each non-employee director is allowed to make one or more irrevocable elections with respect to the applicable form and timing of payment of certain compensation payable to such director. The directors are permitted to elect to receive payment of 0%, 50% or 100% of such director’s cash compensation (applicable only for regular annual board service retainer fees and excluding any fees for being a chair, serving on a committee or amounts paid for service to the Company in any other capacity) for services as a member of the Board of Directors in the form of restricted stock units that vest quarterly over the fiscal year.

If a director elects to receive restricted stock units instead of cash compensation, the director may also elect to defer issuance of the shares of Company common stock issuable upon settlement of the restricted stock unit to a future taxable year following their vesting date. The director may also elect to defer issuance of shares of Company common stock issuable upon settlement with respect to the regular annual grant of restricted stock units made to each director on the date of the Company’s annual meeting of stockholders to future taxable year(s) following their vesting date.

Director Compensation for the Fiscal Year Ended February 28, 2022

The following table shows for the fiscal year ended February 28, 2022 certain information with respect to the compensation of all non-employee directors of the Company:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		Total ($)
Mr. Jeffrey Brodsky(3)		86,800		148,007		234,807
J. Michael Cline(4)		8,750		24,608		33,358
William H. Frist(5)		—		24,608		24,608
Mr. Jeffrey Jordan		91,800(6)		130,200 (6)		222,000
Ms. Cindy Kent		91,800		130,200		222,000
Mr. Peter Klein		106,800		130,200		237,000
Ms. Dawn Lepore		106,800(6)		130,200 (6)		237,000
Dr. Elizabeth Nabel(7)		86,800		148,007		234,807
Mr. Thomas J. Neff		106,800(6)		130,200 (6)		237,000
Ms. Patricia Wadors		91,800(6)		130,200(6)		222,000

(1)

The amounts in this column represent the aggregate award date fair value of awards made during the fiscal year ended February 28, 2022, as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (ASC 718). For these restricted stock unit awards, the fair value is equal to the underlying value of the stock and is calculated using the closing price of our common stock on the award date. The actual value realized by a non-employee director related to restricted stock unit awards will depend on the market value of our common stock on the date the underlying stock is sold following vesting of the awards. As of February 28, 2022, our non-employee directors held restricted stock units for the following number of shares of our common stock: Mr. Brodsky, 3,120; Mr. Jordan, 3,120; Ms. Kent, 2,659; Mr. Klein, 2,659; Ms. Lepore, 3,581; Ms. Nabel, 2,659; Mr. Neff, 3,120; Ms. Wadors 3,120.

(2)

As of February 28, 2022, our non-employee directors held options to purchase the following number of shares of our common stock: Mr. Klein, 28,600; Ms. Lepore, 28,600; Mr. Neff, 8,442; Ms. Wadors, 20,000.

(3)

Mr. Brodsky was appointed to our Board of Directors in June 2021.

(4)

Mr. Cline resigned from our Board of Directors in June 2021.

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(5)

Dr. Frist resigned from our Board of Directors in June 2021.

(6)

The amounts in “Fees Earned or Paid in Cash” include the amount of cash compensation foregone at the election of the director pursuant to our director election program described above, which amounts are instead paid in the form of restricted stock units. The amounts in “Stock Awards” do not include the aggregate award date fair value of restricted stock units received at the election of the director pursuant to our director election program described above.

(7)

Ms. Nabel was appointed to our Board of Directors in June 2021.

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PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of the Company’s named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are focused on pay-for-performance principles and strongly aligned with our stockholders’ interests and consistent with current market practices. Compensation of the Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

Because the vote is advisory, it is not binding on the Board of Directors or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this proposal requires the vote of the holders of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter at the Annual Meeting.

The Board Of Directors Recommends
A Vote In Favor Of Proposal 2.

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PROPOSAL 3

ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION

The Dodd-Frank Act and Section 14A of the Exchange Act also enable the Company’s stockholders, at least once every six years, to indicate their preference regarding how frequently the Company should solicit a say-on-pay vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. In accordance with the Dodd-Frank Act, the Company is asking stockholders to indicate whether they would prefer an advisory vote every year, every other year or every three years. Alternatively, stockholders may abstain from casting a vote. For the reasons described below, the Board of Directors recommends that the stockholders select a frequency of one year.

Our Board of Directors believes that an annual advisory vote on the compensation of our named executive officers is the most appropriate frequency for us at this time. While our executive compensation programs are designed to promote the creation of stockholder value over the long term, the Board of Directors recognizes that executive compensation disclosures are made annually, and holding an annual advisory vote on executive compensation provides us with more direct and immediate feedback on our compensation disclosures. However, stockholders should note that because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders. Accordingly, we are asking our stockholders to cast a non-binding advisory vote on the following resolution at the Annual Meeting:

“RESOLVED, that the frequency of every one year is hereby APPROVED as the frequency preferred by stockholders for the solicitation of advisory stockholder approval of the compensation paid to the Company’s named executive officers.”

While our Board of Directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of our executive officer compensation practices should be held every year, every other year or every three years.

Our Board of Directors and the Compensation Committee value the opinions of the stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, our Board of Directors will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on us or our Board of Directors, our Board of Directors may decide that it is in the best interests of the stockholders that we hold an advisory vote on executive compensation more or less frequently than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of the Company or our Board of Directors.

The Board Of Directors Recommends
A Vote In Favor Of “One Year” On Proposal 3.

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EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of the date of our Annual Meeting. Biographical information with regard to Mr. Singh is presented under “Proposal No. 1 — Election of Directors” in this proxy statement.

Name	Age	Position
Stephen Barnes	51	Chief Financial Officer
Robert Cavanaugh	53	President
Michael Hilton	58	Chief Innovation Officer

Stephen Barnes has served as our chief financial officer since February 2015. From February 2014 to January 2015, Mr. Barnes served as a managing director at NRG Energy, Inc., an energy company. Mr. Barnes served as president of Energy Plus Holdings LLC, an energy company, from July 2012 to January 2014 after it was acquired by NRG. He served as chief financial officer of Energy Plus from February 2009 to June 2012. Previously, Mr. Barnes served in various roles at Novitas Capital, Voxware, Inc. and KPMG. Mr. Barnes holds an M.B.A. from The Wharton School of the University of Pennsylvania and a B.S. from Villanova University and is also a CPA (inactive).

Robert Cavanaugh has served in a variety of roles with us since November 2015 and is currently serving as our president. From 1999 to April 2015, Mr. Cavanaugh served in various roles at Concur, including serving as president, worldwide enterprise, SMB and government, executive vice president, client development and executive vice president, business development. Mr. Cavanaugh served as an officer in the United States Army Reserve from 1991 to 2000. Mr. Cavanaugh holds a B.S. from Norwich University.

Michael Hilton served as our chief product officer from November 2015 through February 2021 and is currently our chief innovation officer. Mr. Hilton co-founded Concur and served in various roles from 1993 to January 2015, most recently serving as chief product officer. Prior to Concur, Mr. Hilton served as director of development at Contact Software International, a customer relationship management software company, which was acquired by Symantec Corporation in 1993. Mr. Hilton holds a B.A. from the University of California, Santa Cruz.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) discusses our executive compensation philosophy, objectives and programs, the compensation decisions made under those programs, and the factors considered by the Compensation Committee of our Board of Directors (our “compensation committee”) in making those decisions. The CD&A focuses on the compensation for our fiscal year ended February 28, 2022, or fiscal year 2022, of those individuals who served as our principal executive officer, our principal financial officer and our two other executive officers as of February 28, 2022, collectively referred to as our “named executive officers”:

•

Rajeev Singh, Chief Executive Officer

•

Stephen H. Barnes, Chief Financial Officer

•

Robert Cavanaugh, President

•

Mike Hilton, Chief Innovation Officer

Because we only had four “executive officers” as defined in Exchange Act Rule 3b-7 during fiscal year 2022, we only have four named executive officers.

Overview of Compensation Program

Our compensation committee is responsible for establishing, implementing and continually monitoring adherence with our compensation philosophy and executive compensation programs. Our compensation committee strives to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to our executive officers, including the named executive officers, are similar to those provided to executive officers at comparable companies in similarly situated positions.

Compensation Philosophy and Objectives

Our compensation committee believes that the most effective executive compensation program is one that is designed to reward the achievement of our specific annual, long-term and strategic goals, and which aligns executives’ interests with those of our stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. Our compensation committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain qualified, superior employees in key executive positions and that compensation provided to such executive employees remains competitive relative to the compensation paid to similarly situated executives at comparable companies. To that end, our compensation committee believes that the executive compensation packages provided by us to our named executive officers should include both cash and equity-based compensation that rewards performance as measured against established goals.

Setting Executive Compensation

Role of the Compensation Committee and Executive Officers in Compensation Decisions

The compensation committee is responsible for reviewing and approving the compensation of our executive officers. In this capacity, and based on the foregoing objectives, our compensation committee has structured our executive compensation programs to motivate our executives to achieve the corporate performance goals set by our compensation committee and to reward the executives for achieving these goals. In evaluating executive compensation, our compensation committee considers a variety of factors, including market demands, internal equity and external peer company research and surveys, which provide insight into and guidance on the pay practices of similar companies. While survey data provides us with a helpful guideline, we do not make compensation decisions based on any single factor.

Our Chief Executive Officer annually reviews the performance of all other executive officers (other than the Chief Executive Officer, whose performance is reviewed by our compensation committee). The

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conclusions reached and recommendations made based on these reviews, including with respect to salary adjustments and annual incentive award opportunity and actual payout amounts, are presented to our compensation committee, which has the discretion to modify any recommended adjustments or awards to executives.

Our compensation committee has final approval over all compensation decisions for our named executive officers and approves recommendations regarding cash and equity awards to each of our executive officers. Our compensation committee has sole authority over compensation decisions relating to our Chief Executive Officer.

Role of the Independent Compensation Consultant

To assist with the analysis of executive compensation for fiscal year 2022, our compensation committee engaged FW Cook as its independent compensation consultant. FW Cook reports directly to the compensation committee, and the compensation committee has the sole authority to hire, fire and direct the work of FW Cook. For fiscal year 2022, FW Cook advised our compensation committee on a variety of compensation-related issues, including: (1) evaluating the current executive compensation program design to assess its competitiveness and to assist in structuring an executive compensation program that meets the objectives described above; (2) identifying the appropriate mix of compensation components, including base salary, annual incentives and long-term incentives to ensure proper incentive alignment; (3) reviewing the compensation practices of other healthcare technology companies in order to evaluate market trends and compare our executive compensation program with our competitors; and (4) assisting with the development and review of a peer group of companies for formal compensation benchmarking purposes.

Through review and consultation with FW Cook, our compensation committee assessed the independence of FW Cook in light of, among other factors, the independence factors established by Nasdaq. As a result of this assessment, the compensation committee has determined that FW Cook’s work raised no conflict of interest currently or during fiscal year 2022.

Peer Group Development Process and How We Used the Data

Our compensation committee’s decision-making is informed, in part, by reference to a compensation peer group. Our compensation committee reviews and makes adjustments to the composition of the peer group on an annual basis, or more often as deemed necessary, to account for changes in both our business and the businesses of the companies in the peer group. Our compensation committee does not have a specific target compensation level for the named executive officers. Instead, we review data concerning practices at our peer group companies and within the healthcare technology industry as a reference point to assist in developing programs that will attract and retain exceptional talent and drive company performance. The Compensation Committee performs such reviews and analyses as further detailed below.

In March 2021, our compensation committee established a peer group to be used in connection with making compensation decisions for fiscal year 2022 based on two primary parameters: (1) industry focus; and (2) company size as evaluated primarily based on market capitalization with additional consideration given to revenue. The peer group also factors in companies that are believed to compete with the Company for talent. Specifically, the compensation committee’s selection process focused primarily on healthcare technology companies with similar market capitalizations. This peer group resulted in companies with market capitalization within the range of $1,100 million (25th percentile) to $6,000 million (75th percentile) with the median being $2,300 million, which at the time of the analysis, closely aligned with the Company’s market capitalization of approximately $2,600 million. Based on these criteria, our compensation committee, in consultation with management, approved a 16-company peer group for fiscal year 2022:

Fiscal Year 2022 Peer Group
1Life Healthcare	Benefitfocus	HealthEquity	Phreesia
American Well	Castlight Health	HealthStream	Progyny
AppFolio	GoodRx Holdings	Model N	Tabula Rasa HealthCare
Avalara	Health Catalyst	NRC Health	Yext

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Executive Compensation Components

The principal components of compensation for our named executive officers are: (1) base salary; (2) annual cash incentives; and (3) long-term incentive awards pursuant to the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). As part of fiscal year 2022 compensation, such long-term incentive awards comprised a mix of restricted stock units and time-based stock options, which is further detailed below.

Base Salary

We provide our named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salaries established for our named executive officers are intended to reflect each individual’s responsibilities, experience, historical performance and other discretionary factors deemed relevant by our compensation committee and have generally been set at levels deemed necessary to attract and retain individuals with superior talent. Base salaries are also designed to provide our named executive officers with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in the Company’s operating performance. The initial base salary for our named executive officers is established in their employment agreements or written offer letters, as applicable.

Salary levels are reviewed annually as part of our performance review process as well as upon a promotion or other material change in job responsibility. Merit-based increases to salaries of the executives are based on our compensation committee’s assessment of the individual’s performance.

When setting the annual base salaries of our executives, our compensation committee primarily considers the scope of an executive’s responsibilities, internal pay equity, the executive’s individual performance, and relative competitiveness with our peer group to ensure that the base salary component of the total direct compensation attracts and retains superior executive talent. Our compensation committee reviews these criteria collectively but does not assign a weight to any criterion when setting base salaries. Each base salary adjustment is made by our compensation committee subjectively based upon the foregoing.

In 2021, our compensation committee approved base salary increases for each named executive officer, effective June 1, 2021, to reflect individual performance and to recognize the contributions of such named executive officers within their respective roles. The base salary for Mr. Singh effective June 1, 2021 of $500,000 placed him at approximately the 50th percentile of our fiscal year 2022 peer group. The fiscal year 2021 and fiscal year 2022 base salary rates for each of our named executive officers are set forth in the following table along with the total base salary earned by each executive officer during fiscal year 2022:

Name	Fiscal Year 2021 Base Salary Rate ($) (Effective June 1, 2020)		Fiscal Year 2022 Base Salary Rate ($) (Effective June 1, 2021)		Fiscal Year 2022 Base Salary Earnings ($)
Rajeev Singh		400,000		500,000		470,769
Stephen H. Barnes		360,000		400,000		388,308
Robert Cavanaugh		375,000		410,000		399,769
Michael Hilton		350,000		400,000		385,384

Annual Incentives

Our named executive officers are eligible for annual bonuses based on Company performance, with payment amounts determined by our compensation committee based on the compensation committee’s assessment of performance for the applicable year. The annual incentive plan is intended to focus the entire organization on meeting or exceeding the annual performance goals that are set during the early part of each year and approved by our compensation committee, while also providing significant opportunity to reward individual contributions.

Each named executive officer’s annual bonus opportunity under our annual incentive plan is tied to such executive’s base salary rate in effect at the time of grant. An executive’s annual bonus opportunity generally increases as their ability to affect the Company’s performance increases. Consequently, as an

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executive’s responsibilities increase, their variable compensation in the form of an annual bonus, which is dependent on Company performance, generally makes up a larger portion of the executive’s total compensation.

The fiscal year 2022 annual bonus opportunity for each of our named executive officers is set forth in the following table:

	Incentive Opportunity as % of Base Salary(1)
Name	Target (3/1/21-5/31/21)		Target (6/1/21-2/28/22)		Maximum		Target Bonus ($)(2)
Rajeev Singh		85		100		125		454,615
Stephen H. Barnes		55		70		125		257,277
Robert Cavanaugh		70		75		125		294,779
Michael Hilton		55		70		125		255,635

(1)

There is no threshold and no increase for performance above maximum. Further, to the extent actual performance falls between two performance levels, linear interpolation is applied.

(2)

The target bonus amount is based on eligible base salary earnings during fiscal year 2022.

For our fiscal year 2022 annual incentive plan, our compensation committee determined to use the pre-established performance goals noted in the table below. Our compensation committee believes these performance goals reflect commonly recognized measures of financial and operating performance within our industry and are key drivers of sustained value creation for our stockholders. The performance goals and weightings, in addition to our actual performance, are set forth in the following table:

Performance Goal

Weighting

Threshold

Target

Maximum

Actual Performance

Revenue(1)

20%

$274.5 million

$305.0 million

$457.7 million

$310.0 million

New Bookings (ARR)(2)

20%

61.2 million

$76.5 million

$114.75 million

$54.2 million

Adjusted EBITDA(3)

20%

$(58.3) million

$(53.0) million

$(42.4) million

Adjusted Gross Margin(4)

20%

42.55%

44.8%

46.5%

Member Satisfaction(5)

20%

72 / 64/ 64

90 / 80/ 80

100 / 100 / 100

92/91/87

(1)

“Revenue” has the generally accepted meaning under U.S. GAAP accounting standards and refers to revenues reported in our quarterly 10-Q and annual 10-K filings. The Threshold represents 90% of the Target. Achievement between the Threshold and Target is linear from a minimum achievement payout of 80%, and then linear from 100% to 150% between the Target and Maximum achievement level.

(2)

“New Bookings (ARR)” refers to the annual recurring revenue generated by newly closed customer deals within the subject fiscal year. Annual recurring revenue is the measure of expected revenue to be generated from a deal in each fiscal year for which the deal will extend. For example, if we sign a customer deal that is expected to generate $30 million over a three (3) year contract period, then the annual recurring revenue would be $10 million. New Bookings is the aggregate amount of new annual recurring revenue generated in that fiscal year. New Bookings (ARR) was selected because it reflects our ability to acquire new customers and grow our business. The Threshold represents 80% of the Target. Achievement between the Threshold and Target is linear from a minimum achievement payout of 80%, and then linear from 100% to 150% between the Target and Maximum achievement level.

(3)

“Adjusted EBITDA” is a non-GAAP financial measure reported in our quarterly 10-Q and annual 10-K filings that we define as net loss adjusted to exclude interest expense (net), income tax expense (benefit), depreciation and amortization, stock-based compensation, acquisition and integration-related costs, and change in fair value of contingent consideration. We believe Adjusted EBITDA provides a useful measure in evaluating our operating performance compared to that of other companies in our industry, as this measure generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. The Threshold represents 110% of the Target. Achievement between the Threshold and Target is linear from a minimum achievement payout of 80%. The Maximum achievement level is set at 100% achievement.

(4)

“Adjusted Gross Margin” is a non-GAAP financial measure reported in our quarterly 10-Q and annual 10-K filings that we define as our adjusted gross profit divided by our revenue. Adjusted gross profit is defined as revenue less cost of revenue, excluding depreciation and amortization, and excluding stock-based compensation. We believe Adjusted Gross Margin provides a useful measure of our operating performance in that it eliminates the impact of certain noncash expenses and allows a direct comparison of these measures between periods without the impact of noncash expenses and certain other nonrecurring operating expenses. The Threshold represents 95% of the Target. Achievement between the Threshold and Target is linear from a minimum achievement payout of 80%. The Maximum achievement level is set at 100% achievement.

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(5)

“Member Satisfaction” is the measure of the satisfaction of our members with our services as calculated through the survey of such members telephonically or via the web. Separate Member Satisfaction performance metrics were established for the legacy Accolade business as well as the 2nd.MD and PlushCare businesses acquired during fiscal year 2022. We believe Member Satisfaction is an important measure of the quality of our services and the outcomes that we deliver for those members. The Threshold represents 80% of the Target. Achievement between the Threshold and Target is linear from a minimum achievement payout of 80%, and then linear from 100% to 125% between the Target and Maximum achievement level.

In April 2022, the compensation committee reviewed our performance against the above-referenced measures, and determined that performance goals were achieved as follows:

Performance Goal	Achievement (%)
Revenue		101.61
New Bookings (ARR)		—
Adjusted EBITDA		100
Adjusted Gross Margin		100
Member Satisfaction		109
Total Achievement		82.15%

The annual bonuses earned by our named executive officers are based on the base salary earned during fiscal year 2022, the achievement metrics described above, and timing of the Company’s payroll and base salary increases. Based on the foregoing, the annual bonuses earned by our named executive officers for fiscal year 2022 are set forth in the following table:

Name	Fiscal Year 2022 Annual Incentive Payout Percentage (% of Target)		Fiscal Year 2022 Annual Bonus ($)(1)
Rajeev Singh		82.15%		373,467
Stephen H. Barnes		82.15%		211,353
Robert Cavanaugh		82.15%		242,161
Michael Hilton		82.15%		210,004

(1)

The fiscal year 2022 annual bonus amounts are the product of (i) eligible base salary paid during fiscal year 2022 which are listed above in the table under the heading “Base Salary,” (ii) total performance goal achievement of 82.15%, and (iii) the respective bonus target for each named executive officer.

Fiscal Year 2023 Annual Incentive

In June 2022, the compensation committee approved the first 25% of all employees’, including our named executive officers’, fiscal 2023 annual incentive target being issued in the form of performance-based restricted stock units (PSUs). Vesting for these PSUs commenced on June 10, 2022 and will be determined based on achievement of the corporate bonus plan. The PSUs granted to each of our named executive officers are as follows:

Name	Performance-based Restricted Stock Units (# at Target)
Rajeev Singh		20,194
Stephen H. Barnes		11,309
Robert Cavanaugh		12,419
Michael Hilton		11,309

Long-Term Incentive Awards

We utilize long-term incentive awards under the 2020 Plan to align executive compensation and performance, incentivize the advancement of our critical business objectives, promote long-term stockholder value creation, and reward and retain key employees. Consistent with this approach, the majority of our named executive officers’ annual compensation is provided in the form of time-based restricted stock units (RSUs) and stock options.

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The Compensation Committee believes that equity awards with time-based vesting align the interests of our named executive officers with the interests of our stockholders by promoting the stability and retention of an effective executive team over the longer term. It further believes that by granting our executive officers long-term incentives in the form of equity awards better ensures they take a longer-term view of the business and associated strategies for growth. Meaningful equity ownership afforded by the grant of such long-term equity awards helps attract and retain the named executive officers and other key employees. In consultation with FW Cook, our compensation consultant, the Committee considers the range between the 25th to 75th percentile relative to our peer companies as a reference in determining the target value of equity grants issued upon hire and then annually thereafter. The Committee also factors in the role and experience of the named executive officer, as well as prior compensation level, in determining target value of equity awards. Further, the Committee retains discretion to make adjustments as it deems appropriate to ensure alignment of the interests of named executive officers with those of stockholders or encourage retention.

The vesting for both RSUs and stock options occurs over a four-year period, with 25% of the award vesting on the first anniversary of the grant date and the remainder vesting in 36 substantially equal monthly installments thereafter. The vesting of RSUs and stock options is subject to an executive officer’s continued provision of services to us through each applicable vesting date.

In June 2021, based on the Committee’s review of market data from our peer group and factoring in our performance for fiscal year 2021, our compensation committee approved the grant of the following time-based RSUs and options to each of our named executive officers for which vesting commenced on June 16, 2021.

Name	Restricted Stock Units (#)		Shares Underlying Option Grant (#)
Rajeev Singh		44,776		89,552
Stephen H. Barnes		19,900		39,800
Robert Cavanaugh		24,478		48,955
Michael Hilton		15,920		31,841

Other Benefits

Employee Benefit and Retirement Programs

We maintain a health and welfare plan and a qualified defined contribution 401(k) plan in which all of our eligible employees, including our named executive officers, may participate. The Company matches 100% of up to the first 3% of a participant’s deferral (increased to 3.5% as of March 1, 2022), up to $3,000 per year (increased to $3,500 per year as of March 1, 2022) under the 401(k) plan. Eligible employees are 100% vested in their 401(k) plan accounts.

Perquisites

We generally do not provide significant perquisites or personal benefits to our named executive officers.

Employment Agreements and Severance Benefits

We provide certain of our named executive officers with certain severance protections in their employment agreements in order to attract and retain an appropriate caliber of talent for such positions. Our employment agreements with the named executive officers and the severance provisions set forth therein are summarized below under “— Executive Employment Arrangements” and “— Potential Payments upon Termination or Change in Control.” We intend to periodically review the level of the benefits in these agreements.

Governance and Other Considerations

Prohibition on Hedging and Pledging

The Company’s Insider Trading Policy (the “Policy”) prohibits directors and employees, including our named executive officers, from (1) engaging in inherently speculative transactions, (2) entering into hedging

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or monetization transactions involving our Company stock and (3) holding our Company stock in a margin account or pledging our Company stock as collateral for a loan. The Policy also discourages placing standing or limit orders on the Company’s securities. We maintain this Policy because such transactions could create the appearance that the person is trading on inside information, and we believe this Policy serves to further align the interests of our employees, executives and directors with our stockholders’ interests. A summary of the Policy is set forth below:

Inherently Speculative Transactions. Persons subject to this Policy may not engage in short sales, transactions in put options, call options or other derivative securities on an exchange or in any other organized market, or in any other inherently speculative transactions with respect to the Company’s stock.

Margin Accounts and Pledges. Persons subject to this Policy may not pledge any Company securities as collateral for a loan and such person may not hold Company securities as collateral in a margin account. Such persons may not have control over these transactions as the securities may be sold at certain times without such person’s consent. A margin or foreclosure sale that occurs when a person subject to this Policy is aware of material, nonpublic information may, under some circumstances, result in unlawful insider trading.

Hedges and Monetization Transactions. Persons subject to this Policy may not engage in hedging or monetization transactions, through transactions in Company securities or through the use of financial instruments designed for such purpose. Such hedging and monetization transactions may permit a person to own Company securities, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as the Company’s stockholders generally.

Tax and Accounting Implications

One of the factors the Committee considers when determining executive compensation is the anticipated tax treatment to the Company and to the executives of the various payments and benefits. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally provides that a publicly held company may not deduct compensation paid to certain covered executive officers to the extent that such compensation exceeds $1,000,000 per executive officer in any year. While our compensation committee generally considers this limit when determining compensation, there are instances in which our compensation committee has concluded, and reserves the discretion to conclude in the future, that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with the Company’s best interests and those of its stockholders.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2022.

THE COMPENSATION COMMITTEE

Tom Neff, Chair
Jeff Brodsky
Jeff Jordan

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SUMMARY COMPENSATION TABLE

The following table presents all of the compensation awarded to, earned by, or paid to our named executive officers during the fiscal years ended February 28, 2022, February 28, 2021 and February 29, 2020.

Name	Fiscal Year	Salary ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Rajeev Singh Chief Executive Officer	2022		470,769		2,390,143		2,861,124		373,467		3,000		6,027,734
	2021		400,000		—		1,764,000		425,000		3,000		2,592,000
	2020		394,231		—		2,553,600		194,167		3,000		3,144,998
Stephen H. Barnes Chief Financial Officer	2022		388,307		1,062,262		1,271,614		211,353		3,000		2,908,229
	2021		360,000		—		1,176,000		247,600		3,000		1,786,600
	2020		358,846		—		648,000		115,716		3,000		1,125,562
Robert Cavanaugh President	2022		399,769		1,306,636		1,564,078		242,161		3,000		3,490,875
	2021		375,000		—		1,176,000		328,125		3,000		1,882,125
	2020		372,115		—		960,000		152,010		3,000		1,487,125
Michael Hilton Chief Innovation Officer	2022		385,385		849,810		1,017,298		210,004		3,000		2,430,112
	2021		350,000		—		708,352		240,625		3,000		1,301,977
	2020		347,115		—		696,000		111,348		3,000		1,157,463

(1)

The amounts in this column represent the aggregate award date fair value of awards made during the fiscal year ended February 28, 2022, as computed in accordance with ASC 718. For these restricted stock unit awards, the fair value is equal to the underlying value of the stock and is calculated using the closing price of our common stock on the award date. The actual value realized by a named executive officer related to restricted stock unit awards will depend on the market value of our common stock on the date the underlying stock is sold following vesting of the awards.

(2)

Amounts reflect the grant date fair value of option awards in accordance with ASC 718. For information regarding assumptions underlying the value of equity awards, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended February 28, 2022. These amounts do not necessarily correspond to the actual value that the named executive officers will realize upon the exercise of the stock options or any sale of the underlying shares of common stock.

(3)

Amounts represent the annual performance-based cash bonuses earned by our named executive officers based on the achievement of certain corporate performance objectives and individual performance during the applicable fiscal year. Please see the descriptions of the annual performance bonuses paid to our named executive officers under “— Annual Incentives” above.

(4)

Amounts shown in this column represent matching 401(k) contributions provided to the named executive officers on the same terms as provided to all of our regular full-time employees in the United States. For more information regarding these benefits, see above under “— Employee Benefit and Retirement Programs.”

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GRANTS OF PLAN-BASED AWARDS

The following table presents certain information regarding grants of plan-based awards to our named executive officers for the fiscal year ended February 28, 2022. All awards were issued under the 2020 Equity Incentive Plan.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)				All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or base price of option awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Grant Date	Target ($)		Maximum ($)						Exercise or base price of option awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Rajeev Singh	N/A		454,615		588,461
	6/16/2021						44,776(2)						2,390,143
	6/16/2021								89,552(3)		53.38		2,861,124
Stephen H. Barnes	N/A		257,277		485,385
	6/16/2021						19,900(2)						1,062,262
	6/16/2021								39,800(3)		53.38		1,271,614
Robert Cavanaugh	N/A		294,779		499,711
	6/16/2021						24,478(2)						1,306,636
	6/16/2021								48,955(3)		53.38		1,564,078
Michael Hilton	N/A		255,635		481,730
	6/16/2021						15,920(2)						849,810
	6/16/2021								31,841(3)		53.38		1,017,298

(1)

Represents the range of possible payouts to our named executive officers for fiscal year 2022 as further described above under “— Annual Incentives.”

(2)

The shares subject to this RSU shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 16, 2021 (the “June 2021 Vesting Commencement Date”) and 1/48th of the total number of shares each monthly anniversary of the June 2021 Vesting Commencement Date thereafter for so long as the named executive officer provides continuous service to the Company, such that the total number of shares shall be fully vested on the four-year anniversary of the June 2021 Vesting Commencement Date.

(3)

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of the June 2021 Vesting Commencement Date and 1/48th of the total number of shares each monthly anniversary of the June Vesting Commencement Date thereafter for so long as the named executive officer provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June Vesting Commencement Date.

(4)

Amounts in this column reflect the aggregate grant date fair value of awards granted during fiscal year 2022 computed in accordance with ASC 718. For information regarding assumptions underlying the value of equity awards, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended February 28, 2022.

COMPENSATION ARRANGEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

Rajeev Singh. In October 2015, we entered into an Employment Agreement with Mr. Singh (the “Singh Employment Agreement”). The Singh Employment Agreement has no specific term, provides for at-will employment and reflects Mr. Singh’s initial annual base salary of $400,000, an initial discretionary target bonus opportunity per year of up to sixty percent (60%) of the base salary, the terms of his initial stock option grant, and severance benefits upon an involuntary termination, as described below in “— Potential Payments upon Termination or Change in Control.”

Stephen Barnes. On December 1, 2014, we entered into a Letter Agreement with Mr. Barnes (the “Barnes Employment Agreement”). The Barnes Employment Agreement has no specific term, provides for at-will employment and reflects Mr. Barnes’s initial annual base salary of $400,000, a one-time bonus payment of $100,000 paid in April 2015, a discretionary target bonus opportunity per year of up to

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fifty percent (50%) of the base salary, the terms of his initial stock option grant, and severance benefits upon an involuntary termination, as described below in “— Potential Payments upon Termination or Change in Control.”

Robert Cavanaugh. On October 26, 2015, we entered into a Letter Agreement with Mr. Cavanaugh (the “Cavanaugh Employment Agreement”). The Cavanaugh Employment Agreement has no specific term, provides for at-will employment and reflects Mr. Cavanaugh’s current annual base salary of $350,000, a discretionary target bonus opportunity per year of up to fifty percent (50%) of the base salary, and the terms of his initial stock option grant. The Cavanaugh Employment Agreement does not contain provisions regarding severance benefits.

Michael Hilton. On October 26, 2015, we entered into a Letter Agreement with Mr. Hilton (the “Hilton Employment Agreement”). The Hilton Employment Agreement has no specific term, provides for at-will employment and reflects Mr. Hilton’s initial annual base salary of $325,000, a discretionary target bonus opportunity per year of up to fifty percent (50%) of the base salary, and the terms of his initial stock option grant. The Hilton Employment Agreement does not contain provisions regarding severance benefits.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table presents the outstanding equity incentive plan awards held by each named executive officer as of February 28, 2022.

Option Awards

Stock Awards

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options
Exercisable

Number of
Securities
Underlying
Options
Unexercisable(1)(2)

Option
Exercise
Price
($)(3)

Option
Expiration
Date

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

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

Number of
Unearned
Shares,
Units, or
Other
Rights
that
Have
Not
Vested
($)

Market of
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
that
Have
Not
Vested
($)

Rajeev Singh

10/30/2015

1,600,000

—(a)

4.20

10/30/2025

7/26/2017

30,000

—(b)

4.50

7/26/2027

5/3/2018

28,750

1,250(c)

4.70

5/2/2028

6/25/2019

354,666

177,334(e)

9.60

6/24/2029

6/17/2020

80,346

87,500(f)

17.50

6/16/2030

6/16/2021

—

89,552(h)

53.38

6/15/2031

6/16/2021

SEC Form DEF 14A filed by Accolade Inc.