SEC Form DEF 14A filed by E2open Parent Holdings Inc.

To all e2open Stockholders:

It is with great pleasure that we invite you to our 2024 Annual Meeting of Stockholders. The meeting will be held on Friday, June 28, 2024 at 9:00 a.m. EDT. This year’s Annual Meeting will be a virtual-only meeting. You can attend the Annual Meeting, vote, and submit your questions during the meeting by visiting https://www.proxydocs.com/ETWO.

Whether or not you plan to attend the virtual Annual Meeting, your vote on these matters is important to us. Stockholders of record can vote their shares online, by using a toll-free telephone number or by completing a proxy card and mailing it in the return envelope provided. If you hold shares through your broker or other intermediary, that person or institution will provide you with instructions on how to vote your shares.

On behalf of the Board of Directors and the management of e2open, we appreciate your continued support and interest in e2open.

		Andrew Appel   Chief Executive Officer

Additional Information

The accompanying document is the proxy statement of e2open for the annual meeting. This proxy statement is available without charge to stockholders of e2open upon written or oral request. This document and other filings by e2open with the U.S. Securities and Exchange Commission (the “SEC”) may be obtained by either written or oral request to E2open Parent Holdings Inc., 9600 Great Hills Trail, Suite 300E Austin, TX 78759 or by telephone at (866) 432-6736.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

Information contained on the e2open website, or any other website, is expressly not incorporated by reference into the accompanying proxy statement.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the annual meeting, or no later than June 21, 2024.

To the Stockholders of E2open Parent Holdings, Inc.:

The 2024 Annual Meeting of Stockholders of E2open Parent Holdings, Inc. will be held on June 28, 2024, at 9:00 a.m. EDT. This year’s Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. A virtual meeting provides expanded access from any location around the world, improved communication and cost savings for our stockholders and the Company. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting https://www.proxydocs.com/ETWO.

You are invited to attend the Annual Meeting, to be held for the following purposes (the “Stockholder Proposals”):

Only stockholders of record at the close of business on Monday, April 29, 2024, are entitled to notice of, and to vote at, the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 28, 2024: THIS PROXY STATEMENT, FORM OF PROXY CARD AND OUR FISCAL YEAR 2024 ANNUAL REPORT ARE AVAILABLE AT WWW.E2OPEN.COM.

Whether or not you plan to attend the virtual Annual Meeting and regardless of the number of shares you own, please vote as promptly as possible via the Internet or by telephone in accordance with the instructions in your proxy materials. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached proxy statement. For further information concerning the individuals nominated as directors, the proposals being voted upon, use of the proxy and other related matters, you are urged to read the attached proxy statement.

After careful consideration, the Board of Directors of E2open has determined that the Stockholder Proposals are advisable and in the best interests of E2open and its stockholders and unanimously recommends that the holders of E2open’s Class A Common Stock and Class V Common Stock entitled to vote with respect to each of the Stockholder Proposals, vote or give instruction to vote “FOR” each noted proposal.

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about these topics, please review our Annual Report on Form 10-K for fiscal 2024 and the contents of this Proxy Statement. Fiscal 2024 began on March 1, 2023 and ended on February 29, 2024. Fiscal 2025 began on March 1, 2024 and ends on February 28, 2025.

The Notice of Internet Availability of Proxy Materials, this Proxy Statement and the accompanying proxy card or voting instruction card, including an Internet link to our Annual Report on Form 10-K for fiscal 2024, were first made available to stockholders on or about May 17, 2024.

Director Nominees

In Proposal No. 1, we are asking you to vote FOR each of the 2 Class III director nominees listed below. Mr. Chinh attended at least 75% of all Board meetings and applicable committee meetings during fiscal 2024, while Mr. Appel attended at least 75% of all Board meetings since the time he joined the Board in October 2023.

Nominee		Age		Director Since		Independent		Current Committees
Mr. Chinh Chu Founder and Managing Partner at CC Capital		57		2020				•  Compensation
Mr. Andrew Appel CEO of E2open Parent Holdings, Inc.		59		2023

Executive Compensation Highlights

Fiscal 2024 | Named Executive Officers (NEOs)

How do I vote?

We are providing these proxy materials in connection with E2open Parent Holdings, Inc.’s 2024 Annual Meeting of Stockholders (the Annual Meeting). The Notice of Internet Availability of Proxy Materials (the Notice), this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our most recently filed Annual Report on Form 10-K, were first made available to stockholders on or about May 17, 2024. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

Your vote is important. You may vote on the Internet, by telephone, by mail or by attending the Annual Meeting, all as described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card or voting instruction card. Telephone and Internet voting facilities are available now and will be available 24 hours a day up until the start of the meeting.

		01  Vote on the Internet   If you are a stockholder of record, you may submit your proxy by going to http://www.proxypush.com/ETWO and following the instructions provided in the Notice. If you requested printed proxy materials, you may follow the instructions provided with your proxy materials and on your proxy card. If your shares are held with a broker, you will need to go to the website provided on your Notice or voting instruction card. Have your Notice, proxy card or voting instruction card in hand when you access the voting website. On the Internet voting site, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.
		02  Vote by Telephone   If you are a stockholder of record, you can also vote by telephone by dialing 1-866-362-5470. If your shares are held with a broker, you can vote by telephone by dialing the number specified on your voting instruction card. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded. Have your proxy card or voting instruction card in hand when you call.
		03  Vote by Mail   If you have requested printed proxy materials, you may choose to vote by mail, by marking your proxy card or voting instruction card, dating and signing it, and returning it in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Proxy Tabulator, P.O. BOX 8016. Cary, NC 27512-9903. If the envelope is missing and your shares are held with a broker, please mail your completed voting instruction card to the address specified therein. Please allow sufficient time for mailing if you decide to vote by mail.
		Please note that if you received a Notice, you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet and how to request paper copies of the proxy materials.

How do I vote? (cont.)

		04  Voting at the Annual Meeting   The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote on the virtual meeting platform. The shares voted electronically, telephonically, or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting.
		05  Attending the Annual Meeting   This year’s Annual Meeting will be held in a virtual format only. The accompanying proxy materials and the meeting’s website, https://www.proxydocs.com/ETWO, include instructions on how to participate in the meeting and how you may vote your shares of E2open stock. To be admitted to the Annual Meeting online, vote and submit questions during the meeting, you must enter the control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials.
		The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves enough time to log in and ensure that they can hear streaming audio prior to the start of the meeting.
		We encourage you to access the Annual Meeting before it begins. Online check-in will start 15 minutes before the meeting on June 28, 2024. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the meeting log-in page.

Q&A at the Annual Meeting

Board of

Directors

Board of Directors’ Structure and Governance

Nominees for Directors

Our Board of Directors (the “Board”) consists of eight directors. Our certificate of incorporation provides for a classified board of directors: Class I, Class II and Class III. At this Annual Meeting, only the Class III directors (Mr. Appel and Mr. Chu) have been nominated for election.

Director Qualifications

Our Corporate Governance Guidelines (described in “Corporate Governance—Corporate Governance Guidelines” on page 31) contain Board membership criteria that apply to Board nominees recommended by the Nominating, Sustainability & Governance Committee (the “NSG Committee”). The NSG Committee strives for a mix of skills, experience and perspectives that will help create an outstanding, diverse, dynamic and effective Board. In selecting nominees, the NSG Committee assesses the independence, character and acumen of candidates and endeavors to collectively establish areas of core competency of the Board, including, among others, industry and technical knowledge and experience; management, accounting and finance expertise; and demonstrated business judgment, leadership and strategic vision. The NSG Committee values a diversity of backgrounds, experience, perspectives and leadership in different fields when identifying nominees.

Below we identify the key experiences, qualifications and skills our director nominees bring to the Board and that the Board considers important in light of e2open’s businesses and industry.

Director Qualifications (cont.)

The experiences, qualifications, and skills of each director are included below the directors’ individual biographies on the previous pages. The Board concluded that each of the Class III nominees should serve as a director based on the specific experience and attributes listed and the direct personal knowledge of each nominee’s previous service on the Board, including the insight and collegiality each nominee brings to the Board’s functions and deliberations. The age of each director is provided as of April 29, 2024, the record date for the Annual Meeting.

Recommendations of Director Candidates

The NSG Committee will consider all properly submitted candidates recommended by stockholders for Board membership. Any stockholder wishing to recommend a candidate for consideration for nomination by the NSG Committee must provide written notice to the Corporate Secretary of e2open by email ([email protected]) with a confirmation copy sent by mail to the company’s corporate headquarters in Austin, Texas, which address is provided on the proxy notice. The written notice must include the candidate’s name, biographical data and qualifications and a written consent from the candidate agreeing to be named as a nominee and to serve as a director if nominated and elected. By following these procedures, a stockholder will have properly submitted a candidate for consideration. However, there is no guarantee that the candidate will be nominated.

Potential director candidates are generally suggested to the NSG Committee by current Board members and stockholders and are evaluated at meetings of the NSG Committee. In evaluating such candidates, every effort is made to complement and strengthen skills within the existing Board. In addition, the Company is a party to the Amended & Restated Investor Rights Agreement (the “IRA”) that provides CC Capital and its affiliates, affiliates of Insight Partners, Francisco Partners and its affiliates and Temasek the right to appoint directors to the Board, with the number of directors provided for in the IRA. Currently CC Capital has appointed three directors, Insight Partners has appointed two directors, and Temasek has appointed one director. Francisco Partners currently does not have a board appointee, but has kept its right to appoint in the future. The NSG Committee seeks Board approval of the final candidates recommended by the NSG Committee. The same evaluation procedures apply to all candidates for director, whether submitted by stockholders or otherwise.

Information regarding procedures for the stockholder submission of director nominations to be considered at our next annual meeting of stockholders may be found in “Stockholder Proposals for the 2025 Annual Meeting” on page 83. Submissions must follow the requirements set forth in our bylaws.

Board Meetings

Our business, property and affairs are managed under the direction of the Board. Members of the Board are kept informed of our business through discussions with our CEO, the Executive Leadership Team and other officers and employees, by reviewing materials provided to them and by participating in meetings of the Board and its committees. Each director attended at least 75% of all Board and applicable committee meetings in fiscal 2024. Board members are expected to attend our annual meeting of stockholders.

Committees, Membership and Meetings

The current standing committees of the Board are the Audit Committee, the Nominating, Sustainability and Governance Committee (“NSG Committee”), the Compensation Committee and the Risk Committee. Each committee reviews its charter at least annually, or more frequently as legislative and regulatory developments and business circumstances warrant. Each of the committees may make additional recommendations to our Board for revision of its charter to reflect evolving best practices. The charters for all committees are posted on our website at https://investors.e2open.com/governance/ governance-documents/default.aspx.

Recommendations of Director Candidates

The table below identifies committee membership as of April 29, 2024, the record date of the Annual Meeting.

		Audit Committee		Compensation Committee		Nominating, Sustainability and Governance Committee		Risk Committee
Chinh E. Chu  Chairman of the Board
Keith Abell
Dr. Stephen C. Daffron
Martin Fichtner
Eva F. Harris										Chairman of the Board
Ryan M. Hinkle										Committee Chair
Timothy I. Maudlin										Committee Member

The Board has determined that all directors who served during fiscal 2024 on the Compensation, Audit, NSG and Risk Committees were independent under the applicable New York Stock Exchange (“NYSE”) listing standards during the periods they served on those committees. The Board has also determined that all directors who served during fiscal 2024 on the Compensation and Audit Committees satisfied the applicable NYSE and SEC heightened independence standards for members of compensation and audit committees during the periods they served on those committees. See “Corporate Governance—Director Independence” on page 37 for more information.

Audit Committee

The Audit Committee oversees our accounting and financial reporting processes and the audit and integrity of our financial statements; assists the Board in fulfilling its oversight responsibilities regarding audit, finance, accounting, tax and legal compliance; and evaluates merger and acquisition transactions and investment transactions proposed by management. In particular, the Audit Committee is responsible for overseeing the engagement, independence, compensation, retention and services of our independent registered public accounting firm. The Audit Committee’s primary responsibilities and duties are to:

Compensation Committee

The Compensation Committee’s primary responsibilities and duties are to:

The Compensation Committee helps us attract and retain talented executive personnel in a competitive market. In determining any component of executive or director compensation, the Compensation Committee considers the aggregate amounts and mix of all components in its decisions. Our legal department, human resources department and the independent compensation consultant support the Compensation Committee in its work. For additional details regarding the Compensation Committee’s role in determining executive compensation, including its engagement of an independent compensation consultant, refer to “Executive Compensation—Compensation Discussion and Analysis” beginning on page 41.

Nominating, Sustainability and Governance Committee

The NSG Committee’s primary responsibilities and duties are to:

After e2open became a public company in 2021, the Nominating Committee’s duties were expanded to include ESG and the committee was renamed to Nominating, Sustainability, and Governance to reflect its focus on ESG. The committee’s charter was updated to specifically delegate authority to oversee ESG strategy, metrics, and reporting through quarterly reviews. Since that time, e2open has published annual ESG reports to provide transparency into our policies, practices, and impacts. To further bolster transparency for our stakeholders, e2open conducted a comprehensive materiality assessment in fiscal 2023 to gauge the ESG topics that are material to our business.

Risk Committee

The Risk Committee’s primary responsibilities and duties are to:

Director Compensation

Our directors play a critical role in guiding our strategic direction and overseeing the management of e2open. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. These considerable time commitments and the many responsibilities and risks of being a director of a public company require that we provide reasonable incentives for our non-employee directors’ continued performance by paying compensation commensurate with their qualifications and significant workload. Our non-employee directors are compensated based on their respective levels of Board participation and responsibilities, including service on Board committees as chair. Our non-employee directors display a high level of commitment and flexibility in their service to e2open. Most directors serve on more than one committee. Annual cash retainers and equity awards granted to our non-employee directors are intended to correlate with the qualifications, responsibilities, and time commitments of each such director.

Our employee director, Mr. Appel, does not receive separate compensation for serving as a director of e2open.

Fiscal 2024 Director Compensation Table

The following table provides summary information regarding the compensation we paid to our non-employee directors in fiscal 2024.

Corporate

Governance

We regularly monitor developments in corporate governance and review our

processes and procedures in light of such developments. As part of those

efforts, we review federal laws affecting corporate governance, as well as

rules adopted by the SEC and NYSE. We believe we have in place corporate

governance procedures and practices that are designed to enhance our

stockholders’ interests.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines (the “Guidelines”), which address the following matters, among others:

The Board and each committee have the power to hire legal, accounting, financial or other outside advisors as they deem necessary in their best judgment without the need to obtain the prior approval of any officer of e2open. Directors have full and free access to officers and employees of e2open and may ask questions and conduct investigations as they deem appropriate to fulfill their duties.

Conflict of interest expectations for our non-employee directors are addressed in the Guidelines and provide that each non-employee director must disclose any existing or proposed relationships with the Company (other than service as a Board member or on Board committees) which could be required to be disclosed or could affect the independence of the director under applicable listing standards, including direct relationships between the Company and the director and his or her family members, and indirect relationships between the Company and any business, nonprofit or other organization in which the director is a general partner or manager, officer, or significant stockholder, or is materially financially interested.

The Guidelines provide for regular executive sessions to be held by non-employee directors. The Guidelines also provide that the Board will provide access to appropriate orientation programs or materials for the benefit of newly elected directors, including presentations from senior management.

Under the Guidelines, the Board periodically evaluates the appropriate size of the Board and may make any changes it deems appropriate. The Compensation Committee is required under the Guidelines to conduct an annual review of our CEO’s performance and compensation, and the Board reviews the Compensation Committee’s report to ensure the CEO is providing the best leadership for e2open in the short and long term.

The Guidelines are posted, and we intend to disclose any future amendments to the Guidelines, on our website at https://investors.e2open.com/governance/governance-documents/default.aspx.

Prohibition on Speculative Transactions and Pledging

Stock Ownership Guidelines

for Directors and Senior Officers

Non-employee directors and senior officers are required to own shares of e2open common stock to align their interests with the long-term interests of our stockholders. The Compensation Committee sets and periodically reviews these ownership requirements, which we refer to as the Stock Ownership Guidelines. Under the Stock Ownership Guidelines, our non- employee directors and executive leadership team must own the following number of shares of common stock within five years from the date such person becomes a director or senior officer.

Board Leadership Structure

The roles of the Board Chair and CEO are filled by separate individuals. Since our IPO in February 2021, Mr. Chu has served as our Chairman of the Board. Mr. Appel has served as our CEO since October 2023.

The Board believes the separation of the offices of the Chair and CEO is appropriate because it allows our CEO to focus primarily on e2open’s business strategy, operations and corporate vision. The Board elects our Chair and our CEO, and each of these positions may be held by the same person or by different people. We believe it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of our needs and leadership at a given point in time. The Board believes our company and our stockholders benefit from this flexibility, as our directors are well positioned to determine our leadership structure given their in-depth knowledge of our management team, strategic goals, and opportunities and challenges.

In February 2024, the Board appointed Ms. Eva Harris to serve as Lead Independent Director. While Mr. Chu remains independent as our Chairman of the Board, the Board felt it appropriate to appoint Ms. Harris to serve as Lead Independent Director should a need ever arise for a director to lead meetings where Mr. Chinh has a conflict on an isolated matter put before the Board given his appointment pursuant to the Amended and Restated Investor Rights Agreement. We believe that independent and effective oversight of e2open’s business and affairs is maintained through the composition of the Board, the leadership of our independent directors and Board committees and our governance structures and processes. The Board consists of a substantial majority of independent directors, and the Board’s Compensation, Audit, NSG and Risk Committees are composed solely of independent directors.

The Board’s Role in

Risk Oversight (cont.)

While the Board has the ultimate oversight responsibility for risk management policies and processes, various committees of the Board also have the following responsibilities for risk oversight.

The Board is kept informed of each committee’s risk oversight and other activities via regular reports of the committee chairs to the full Board. In addition, the Board plays an active oversight and risk mitigation role through its regular review of e2open’s strategic direction. While management is responsible for setting strategic direction, the directors regularly review e2open’s strategy. The Board dedicates time at regularly-scheduled meetings to review and discuss e2open’s strategy as provided by management. We believe this Board oversight helps identify and mitigate risks associated with our overall business strategy.

Risk Management

E2open’s management conducts quarterly enterprise risk assessments, which are reviewed with the Risk Committee of the Board of Directors. Annual enterprise risk assessments include an evaluation of the impact, likelihood, and velocity of risks, which determines the level of oversight provided by management and the Board of Directors. Quarterly updates include consultations with management, updates to quantitative and qualitative ranking of risks, and the use of outside advisors and experts as needed. A management-comprised Executive Risk Committee responsible for reviewing and responding to risks also participates in the Disclosure Committee and provides input on relevant disclosure areas. The Board has assigned certain risks to Board committees, e.g. ESG to NSG Committee, and Enterprise Risk Management to the Risk Committee of the Board of Directors.

The Company has various policies, practices, and procedures which govern our privacy and information security. These policies, practices, and procedures are reviewed annually and updated as needed. They address both the processes and technical requirements needed to protect the environments in which data is processed, as well as how it is maintained, governed, and protected. E2open’s information security compliance team provides services, including threat management, application and infrastructure assessments, secure configuration management, and information security administration. The team also supports advanced business continuity and disaster recovery capabilities.

Additionally, we have response processes in place to address information security incidents that are reviewed and updated annually. Our security management program addresses all aspects of the security lifecycle, which are assessment, protection, detection, and response. These processes are designed to assist e2open in identifying information security issues and promptly responding to them, containing and eliminating such occurrences, notifying impacted parties and, where necessary, notifying governmental and regulatory authorities.

E2open provides comprehensive training on information security, how to identify and understand privacy-related risks, and how to mitigate data and privacy issues to all employees as well as to third parties who have authorized access to our systems. We also test employees on a regular basis to see whether they can identify phishing emails.

Director Independence

Our certificate of incorporation provides for a classified board of directors: Class I, Class II and Class III. At this Annual Meeting, only the Class III directors (Mr. Appel and Mr. Chu) have been nominated for re-election.

Upon the recommendation of the NSG Committee, the Board determined that each of the following seven current directors are independent (as defined by applicable NYSE listing standards and our Corporate Governance Guidelines): Mr. Abell, Mr. Chu, Mr. Daffron, Mr. Fichtner, Ms. Harris, Mr. Hinkle and Mr. Maudlin. Therefore, all directors who served during fiscal 2024 on the Compensation, Audit, NSG and Risk Committees were independent under the applicable NYSE listing standards and SEC rules. The Board further determined, upon recommendation of the NSG Committee, that all directors who served during fiscal 2024 on the Compensation and Audit Committees satisfied the applicable NYSE and SEC heightened independence standards for members of compensation and audit committees.

In making the independence determinations, the Board and the NSG Committee considered all facts and circumstances relevant under the NYSE listing standards and SEC rules, including any relationships between e2open and entities affiliated with the directors.

The non-employee directors held an executive session immediately preceding and/or following each of the regularly scheduled Board meetings fiscal 2024.

Director Tenure, Board Refreshment and Diversity

We do not impose director tenure limits or a mandatory retirement age. As we have only been public for three years, the Board does not feel the need to impose limitations at this time. However, the NSG Committee will review such policies and determine if it makes sense to formalize a policy as we mature and grow.   The Board values diversity of backgrounds, experience, perspectives and leadership in different fields, at all levels, when identifying nominees. The diversity status of board nominees is considered as part of the assessment of the nominee’s overall fit. As set forth in our Corporate Governance Guidelines, the NSG Committee, acting on behalf of the Board, is committed to actively seeking women and minority candidates for the pool from which director candidates are selected. Presently, two of our eight Board members are women or come from a diverse background.

Director Self-Evaluations

In February 2023, the NSG Committee reviewed and approved changes to the director self-evaluation process. In fiscal 2022, the Board conducted an evaluation process via unanimous questionnaire. For fiscal 2023 and fiscal 2024, the Chairman of the Board, or his designee, conducted a formal one-on-one interview with each member of the Board, receiving candid input on the Board’s performance. After completing the interviews, the Chairman of the Board consolidated and anonymized the interview feedback and discussed the feedback during independent executive session. Any recommendations for improvement are reviewed by the full Board and appropriate plans are initiated by the Board to address such recommendations.

Communications with the Board

Any person wishing to communicate with any of our directors, including our independent directors, regarding e2open may send an email to [email protected] or may write to the director, c/o the Corporate Secretary of e2open at 9600 Great Hills Trail, Suite 300E, Austin, Texas 78759. The Corporate Secretary will forward relevant communications directly to the director(s) specified or, if none is specified, to the Chairman of the Board. In addition, we present all such communications, as well as draft responses, at meetings of our NSG Committee. These communications and draft responses are also provided to the appropriate committee or group of directors based on the subject matter of the communication; for example, communications regarding executive compensation are provided to our Compensation Committee, in addition to our NSG Committee.

Employee Matters

		Code of Conduct
		When we went public in February 2021, we adopted a Code of Ethics and Business Conduct (the “Code of Conduct”), which is periodically reviewed and amended by the Board. The Code of Conduct was overhauled and approved by the Board in October 2021. We require all employees, including our senior officers and our employee directors, to read and to adhere to the Code of Conduct in discharging their work-related responsibilities. We provide mandatory web-based general training with respect to the Code of Conduct, and we provide additional live and web-based training on specific aspects of the Code of Conduct from time to time to certain employees. Employees are expected to report any conduct they believe in good faith to be a violation of the Code of Conduct. The Code of Conduct is posted on our website at https://investors.e2open.com/overview/default.aspx. At the beginning of fiscal 2024, we made notable updates to the Code of Conduct pertaining to ESG, which expanded our human rights and anti-slavery practices. We intend to disclose on our website any future amendments of the Code of Conduct or any waivers granted to our executive officers from any provision of the Code of Conduct.
		Whistleblower Policy and Reporting
		The Audit Committee has adopted a whistleblower policy for the receipt, retention, and treatment of complaints or concerns regarding general misconduct, accounting, internal accounting controls and auditing matters of e2open including, but not limited to the following: fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement; fraud or deliberate error in the recording or maintaining of financial records; deficiencies in or noncompliance with internal accounting controls, misrepresentations or false statements to or by a senior officer of e2open or an accountant regarding a matter contained in the financial records, financial reports or audit; deviation from full and fair reporting of e2open’s financial condition; violation(s) or threat of a violation of applicable law or internal rules; and acts or omissions of e2open which places the public interest at stake. This policy protects those that report in good faith questionable ethical conduct and conduct which violates e2open policy and applies to anyone who has worked or is performing work for the Company or any individual who has obtained information in a work-related context, which includes but is not limited to all former and current employees, interns, independent contractors, volunteers, suppliers, shareholders, temporary workers, and consultants. The whistleblower policy also establishes e2open’s anonymous reporting channel employees, directors, contractors and others may use to seek guidance or submit reports concerning compliance and ethics matters. Reports may be made in person through internal or external channels, via fax, via phone or by way of a secure Internet site 24 hours a day, seven days a week. Those who contact the helpline, whether over the phone or online, generally may choose to remain anonymous. Management reviews all submitted reports, with the Chairman of the Audit Committee also receiving all reports to determine if any matter requires escalation.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (the “CD&A”) provides information regarding the fiscal 2024 compensation program for our named executive officers, or “NEOs.” The following provides an overview of our executive compensation philosophy, the objectives of our executive compensation program, and each material element of compensation. In addition, we explain how and why the Compensation Committee and the Board arrived at the specific compensation policies and decisions involving our NEOs during fiscal 2024. For fiscal 2024, our NEOs were:

Highlights of Fiscal Year 2024 Executive Compensation

Our fiscal 2024 executive compensation program was designed to incentivize our executive officers to transform e2open into a world class public company and drive organic revenue growth. In line with our performance and compensation objectives, during fiscal 2024, we took the following compensation actions for our executives, including the NEOs:

Fiscal 2024 Executive Compensation Policies and Practices

We endeavor to maintain governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on an ongoing basis to ensure it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during fiscal 2024:

Executive Compensation Program Objectives

We have designed our executive compensation program to achieve the following objectives:

To achieve these objectives, the Compensation Committee regularly evaluates our executive compensation program with the goal of setting compensation at levels it believes are aligned with our current financial and operational business objectives, as well as competitive with the pay of other companies with whom we compete for executive talent. A majority of the target total direct compensation opportunities of our NEOs are incentive-based and, consequently, “at risk.” These opportunities include an annual cash bonus opportunity that may be earned based on the level of achievement as measured against pre-established performance goals related to the important financial objectives set forth in our annual

operating plan. These opportunities also consist of long-term incentive compensation in the form of equity awards that are earned over time based on continued service and, in the case of performance-based RSUs subject to achievement of performance goals, which help us retain our named executive officers and align their interests with those of our stockholders by allowing them to participate in our long-term success as reflected in stock price appreciation.

Compensation-Setting Process

Competitive Positioning

To attract and retain executives with the experience necessary to lead us and to deliver strong performance to our stockholders, we provide total direct compensation opportunities that are intended to be competitive with market practice. To evaluate our executive compensation program, the Compensation Committee, with the assistance of FW Cook, established a compensation peer group to generate competitive market data appropriate for comparison with our current size and industry focus.

FW Cook assisted the Compensation Committee in establishing e2open’s compensation peer group. The criteria used to identify peer companies was generally consistent with market practices and targeted companies falling within a revenue range of 1/3x – 3x revenue and market cap focused on software companies in supply chain and logistics or in the broader systems software or application software industries where e2open could compete for executive talent. The relevance of each peer company was evaluated taking into consideration both industry comparability as well as financial metrics, and companies are not required to meet all selection criteria for inclusion in the peer group. The fiscal year 2024 peer group consists of the following companies:

Fiscal 2024 Compensation Elements

The elements of our compensation program for our NEOs during fiscal 2024 are summarized in the table below and discussed in more detail in the sections that follow. We believe that the total compensation opportunities provided to NEOs for fiscal 2024 achieved the overall objectives of our executive compensation program.

Base Salary

Based on a review of competitive market data presented by FW Cook, the Compensation Committee set the fiscal 2024 base salaries of our NEOs at levels that are competitive with the market as reflected in our compensation peer group, after taking into consideration each individual NEO’s role and the scope of his or her responsibilities, his or her experience, and the base salary levels of the other executives.

The following table sets forth each NEO’s base compensation for fiscal 2024.

Short-Term Incentive Compensation

As part of the total compensation package for the NEOs, the Compensation Committee established an executive annual incentive plan to motivate and incentivize our NEOs to achieve our short-term financial and operational objectives while making progress towards our longer-term growth goals. Consistent with our executive compensation philosophy, these annual cash incentive awards constituted a significant percentage of the target total direct compensation opportunity for our NEOs. For fiscal 2024, the Compensation Committee set the executive annual incentive plan to be 100% at-risk subject to the following one-year performance metrics: 20% organic subscription revenue growth, 40% net bookings and 40% adjusted EBITDA. This plan was designed to pay in excess of target when we exceed our annual financial objectives and below-target to zero when we do not achieve these objectives.

For fiscal 2024, the Compensation Committee set the plan so that 100% payout is only earned for superior performance. In addition, the plan design included cliffs where a miss from the goal resulted in no payout for a specific financial component. After completion of fiscal 2024, the Compensation Committee reviewed final performance against the pre-established goals resulting in a net payout of 19.92%.

The Compensation Committee reviewed and affirmed the following final performance:

Long-Term Incentive Compensation

Our long-term incentive compensation consists of equity awards in the form of time-based RSU awards for shares of our common stock, performance-based RSU awards for shares of our common stock, and time-based options to ensure that NEOs have a continuing stake in our long-term success.

Typically, we grant these equity awards to our NEOs during the first quarter of the fiscal year. In determining the size of the long-term incentive compensation awards, the CEO makes recommendations for the other NEOs based on each NEO’s experience, performance, current equity holdings, retention risk and the position’s operational complexity, strategic impact, and scope of responsibilities in addition to the peer group and broader market survey data comparisons. The Compensation Committee considers similar factors when determining the CEO’s long-term incentive compensation awards, which it then recommends to the Board for approval. The target award opportunities for each participant are expressed as a U.S. dollar value. Further, the target award opportunity is structured to align pay and performance, and to drive shareholder value by putting a larger portion of compensation at risk. For fiscal 2024, 20% of the value of the NEO’s target long-term incentive was allocated to organic subscription revenue growth, 40% to net bookings, and 40% to adjusted EBITDA.

For fiscal 2024, the Board approved awards of time-based restricted stock units, performance-based restricted stock units and time-based options to our NEOs as set forth in the following table. The time-based options were granted on May 5, 2023, and both the time-based and performance-based restricted stock units were granted on May 1, 2023. These awards were determined based on the Board’s and Compensation Committee’s consideration of the above-described factors, in consultation with FW Cook. The time-based restricted stock units vest over a three-year period, with one-third (1/3) vesting on the first anniversary and the remainder vesting equally on each three month anniversary thereafter for the remaining two years, subject to the recipient’s continuous service with us. The performance-based equity vests over a four-year period, with one quarter vesting on the first anniversary and the remainder vesting in equal installments in 2025, 2026 and 2027, subject to continuous service with us. The time-based stock options vest over a three-year period, with one-third (1/3) vesting on the first anniversary and the remainder vesting equally on each three month anniversary thereafter for the remaining two years, subject to the recipient’s continuous service with us. Additionally, pursuant to the Restated and Amended employment contract for Mr. Appel’s role from Interim Chief Executive Officer to Chief Executive Officer, his employment contract provides that he will not be eligible to receive any equity awards during the initial three-year employment term other than the awards that were granted to him on February 12, 2024. Those awards comprised of performance-based restricted stock units, performance-based stock options, time-based restricted stock units, and time-based stock options all which vest over a three-year period, with one-third (1/3) vesting on the first anniversary and the remainder vesting equally on each three- month anniversary thereafter for the remaining two years. Mr. Appel’s performance-based options and performance-based restricted stock units awards are based on the achievement of target stock prices that performance-vests on the date that the closing price of one share of Company Stock equals or exceeds a target stock price for twenty (20) out of thirty (30) consecutive trading days during the performance period. Each stock price target attainment has a corresponding payout percentage of the total award. The achievement of each subsequent stock price target during the performance period will include the aggregate amount of the awards earned (previously vested) plus the incremental number of restricted stock units and options awards subject to the percentage that vest upon achievement of the applicable stock price target.

In fiscal 2024, each of our NEOs received a performance restricted stock unit grant as part of their long-term equity incentive grant. These performance-based RSUs were subject to achieving a fiscal year 2024 organic revenue growth, net bookings and adjusted EBITDA metric. After completion of fiscal 2024, the Compensation Committee determined final performance of the key financial metrics was less than original Plan Target resulting in the issuance of a below target number of restricted stock units, which resulted in payout at 19.92% as indicated in the table below.

Based upon the 19.92% fiscal 2024 payout, the following performance RSUs settled to the noted individuals and will vest across four years starting May 1, 2024 as previously disclosed.

Retention Awards

In order to incentivize the retention of our NEOs, e2open entered into agreements for the grant of equity with several key executives, including Marje Armstrong, our Chief Financial Officer, Greg Randolph, our Chief Commercial Officer, Pawan Joshi, our EVP, Product Development & Strategy, and Jennifer Grafton, our EVP, General Counsel. These retention grants were recommended by the Compensation Committee, approved by the Board, and effective as of November 17, 2023, for Ms. Armstrong, Mr. Randolph, and Ms. Grafton, and as of November 21, 2023, for Mr. Joshi. These incentive awards were granted to the executives as their retention is considered essential for e2open’s successful execution of the near- and longer-term financial and operational milestones.

The Retention awards granted were time-based restricted stock units with an 18-month cliff vest. The approved value of the restricted stock units on the date of the grant was as follows: Ms. Armstrong ($2,500,000), Mr. Randolph ($1,500,000), Mr. Joshi ($1,000,000), and Ms. Grafton ($450,000).

BluJay Synergy Bonus Plan

Upon the recommendation of the Compensation Committee, the Board approved the adoption of a Synergy Bonus Plan, which provides for a cash bonus to our executive team, including our NEOs, and certain other designated employees, to motivate achievement of operational efficiency goals measuring cost reductions for the integration of the BluJay Solutions business into e2open. The objective of the Synergy Bonus Plan was to provide an incremental cash incentive intended to recognize and reward outperformance over 18 months from the closing of the BluJay acquisition, which occurred September 1, 2021. Cost savings achieved by e2open funded the Synergy Bonus Plan with $30.0 million in cost savings set as the target goal. As the team achieved greater than the $30.0 million in target cost savings, as validated by an independent third-party auditor, the plan paid out at 100%. The below table represents the final payout from this plan.

The total payments made in fiscal 2024 were as follows:

Onboarding Compensation for Mr. Randolph

Mr. Greg Randolph became the Company’s Chief Commercial Officer effective July 31, 2023. In addition to the standard compensation arrangements, prorated based on hire date, that are disclosed elsewhere in the CD&A, he received an onboarding equity grant with an aggregate grant date fair value equal to $2,850,000, in the form of restricted stock units that vest in equal parts across four years from the date of grant subject to continued employment with the Company.

Chief Financial Officer and Chief Commercial Officer Special Discretional Bonus – Cash

In addition to individual performance bonuses under the Executive Incentive Plan that was determined in accordance with plan guidelines and performance against pre-set goals, the Compensation Committee recommended, and the board of directors approved on April 26, 2024 a supplemental discretionary year-end cash bonus in the amount of $150,000 for fiscal year 2024 to Mr. Greg Randolph, Chief Commercial Officer, and $50,000 for fiscal year 2024 to Ms. Marje Armstrong. These one-time bonus payouts were provided to recognize exemplary performance by Mr. Randolph in working to improve and enhance the Company’s commercial organization and, for Ms. Armstrong, to recognize her increased scope of responsibility to include corporate communications and human resources.

Health, Welfare, and Other Benefits

We offer health and welfare benefits to our employees, including our NEOs, that are designed to be competitive with overall market practices and to attract, retain, and motivate the talent needed by us to achieve our strategic and financial goals. All regular full-time employees based in the United States, including our NEOs, are eligible to participate in our Section 401(k) plan, health care coverage, life insurance, disability insurance, and unlimited paid time off.

Perquisites and Other Personal Benefits

Although we do not have a formal policy relating to perquisites and other personal benefits, we do not include perquisites as part of our executive compensation program. During fiscal 2024, we did not provide any perquisites or other personal benefits to our NEOs.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual named executive officer in the performance of his or her duties, to make our named executive officers more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Risk Assessment of Compensation Policies and Practices

The Compensation Committee and management work together to perform a risk assessment of our executive compensation programs on at least an annual basis to determine whether any risks arising from such programs and policies are reasonably likely to have a material adverse effect on the Company. The Compensation Committee discusses this assessment with management and the ways in which risk is effectively managed or mitigated as it relates to our compensation programs and policies. During fiscal 2024, we assessed the risks associated with our compensation programs for all employees and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Because our compensation programs put a heavy emphasis on performance-based incentives, we strive to ensure that such incentives do not result in actions that may conflict with the long-term best interests of the Company and our stockholders. The Compensation Committee believes that our compensation programs do not encourage excessive risk taking but instead encourage behaviors that support sustainable value creation for the Company and our stockholders. We believe that our compensation program reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards.

Tax and Accounting Considerations

Section 162(m) of the Code disallows a deduction for federal income tax purposes to any publicly traded corporation for any remuneration in excess of $1 million paid in any taxable year for certain executive officers. The Tax Cuts and Jobs Act repealed the performance-based exception to the deduction limit for remuneration that is deductible in tax years commencing after December 31, 2017. However, certain remuneration is specifically exempt from the deduction limit under a transition rule to the extent that it is “performance-based” as defined in Section 162(m) of the Code and subject to a “written binding contract” in effect as of November 2, 2017, that is not later modified in any material respect. On December 30, 2020, the Internal Revenue Service published final Section 162(m) regulations that generally implement amendments made to Section 162(m) by the Tax Cuts and Jobs Act.

The Compensation Committee periodically reviews the impact of Section 162(m) on the various elements of our executive compensation program. Further, the Compensation Committee believes that, at this time, achieving our compensation objectives is more important than the benefit of tax deductibility. Consequently, the Compensation Committee has, from time to time, awarded incentive compensation that is not exempt from the deduction limit of Section 162(m). Nevertheless, when not inconsistent with these objectives, the Compensation Committee has endeavored to award compensation intended to be deductible for federal income tax purposes.

Policy Prohibiting Derivatives Trading, Hedging and Pledging of Equity Securities

E2open’s Insider Trading Policy prohibits our employees, including our executive officers and members of our board of directors, from engaging in transactions involving derivative securities or otherwise that would hedge the risk of ownership of our equity securities, whether granted to the individual as compensation or held, directly or indirectly, by the individual and from pledging our equity securities as collateral for a loan.

Accounting for Stock-Based Compensation

The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards.

ASC Topic 718 requires us to compute and recognize in our consolidated statement of operations all share-based payments to employees, including grants of options to purchase shares of our common stock and restricted stock unit awards for shares of our common stock to our executive officers and other employees, based on their fair values. ASC Topic 718 also requires us to recognize the compensation cost of these share-based payment awards in our income statements over the period that an award recipient is required to render service in exchange for the option or other award (which, generally, will correspond to the award’s vesting schedule).

Compensation Committee Report

Fiscal 2024 Compensation Tables

Fiscal 2024 Summary Compensation Table