Document

DEF 14A 1 smar2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

________________________

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under § 240.14a-12

Smartsheet Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials

☐

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

Smartsheet Inc.

10500 NE 8th Street, Suite 1300

Bellevue, Washington 98004

May 3, 2022

Dear Smartsheet Shareholder:

You are cordially invited to attend the Smartsheet Inc. 2022 annual meeting of shareholders on June 17, 2022 at 10:00 a.m. (Pacific Time), which will be held virtually at https://web.lumiagm.com/273914518. We believe that a virtual shareholder meeting provides greater access to those who may want to attend and provides a safer forum in light of the ongoing COVID-19 pandemic, and therefore we have chosen this format rather than an in-person meeting. This approach also lowers costs and enables participation from our global community.

Our board of directors has fixed the close of business on April 20, 2022 as the record date for determining those shareholders of our Class A common stock entitled to notice of, and to vote at, the 2022 annual meeting of shareholders and any adjournments thereof.

The Notice of Annual Meeting and Proxy Statement, both of which accompany this letter, provide details on the matters to be acted upon at the annual meeting. Our board of directors has provided a recommendation for each of the proposals described in the Proxy Statement.

Your vote is very important. Whether or not you expect to attend the annual meeting, we encourage you to cast your ballot as soon as possible through one of the methods outlined in the Proxy Statement.

On behalf of our board of directors, we thank you for your continued investment in Smartsheet Inc.

Sincerely,



Geoffrey T. Barker						Mark P. Mader
Chair of the Board						President, Chief Executive Officer, and Director

Smartsheet Inc.

10500 NE 8th Street, Suite 1300

Bellevue, Washington 98004

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17, 2022

The 2022 Annual Meeting of Shareholders of Smartsheet Inc. (the “Annual Meeting”) will be held on June 17, 2022 at 10:00 a.m. (Pacific Time). We believe that a virtual shareholder meeting provides greater access to those who may want to attend and provides a safer forum in light of the ongoing COVID-19 pandemic, and therefore we have chosen this format rather than an in-person meeting. This approach also lowers costs and enables participation from our global community. To participate, vote, or submit questions during the Annual Meeting, please visit https://web.lumiagm.com/273914518. Our Annual Meeting is being held for the following purposes:

•to elect three Class I directors nominated by our board of directors to serve until the 2025 annual meeting of shareholders, or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal;

•to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023;

•to conduct an advisory non-binding vote to approve the compensation of our named executive officers; and

•to transact such other business as may properly come before the Annual Meeting.

Only shareholders of record of our Class A common stock at the close of business on April 20, 2022 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

In accordance with the U.S. Securities and Exchange Commission rules, we sent a Notice of Internet Availability of Proxy Materials on or about May 3, 2022 and provided access to our proxy materials over the Internet at https://investors.smartsheet.com to the holders of record of our Class A common stock as of the close of business on the Record Date. A list of shareholders entitled to vote at the Annual Meeting will be available at our principal executive offices 10 days prior to the Annual Meeting. If our principal executive offices are closed for health and safety reasons related to COVID-19 during such period, the list of shareholders will be made available for 10 days prior to the Annual Meeting for inspection upon request via email to investorrelations@smartsheet.com (subject to satisfactory verification of shareholder status).

Holders of our Class A common stock and persons holding proxies from such shareholders may attend the Annual Meeting. If your shares are registered in your name, you must provide evidence of identification to attend the Annual Meeting. If your shares are held in the name of a broker, trust, bank, or other nominee, you must bring a proxy from that broker, trust, bank, or other nominee that confirms you are the beneficial owner of those shares.

By order of the Board of Directors,

Jolene Marshall

Chief Legal Officer and Secretary

Bellevue, Washington, USA

May 3, 2022

YOUR VOTE IS IMPORTANT

All shareholders are cordially invited to virtually attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet, by telephone, or, if you received a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing, and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote if you virtually attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote during the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting online at the Annual Meeting, or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.

We strongly recommend that you vote your shares in advance of the Annual Meeting to ensure your shares are represented, even if you plan to attend the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON FRIDAY, JUNE 17, 2022: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT HTTPS://INVESTORS.SMARTSHEET.COM

TABLE OF CONTENTS


Item						Page
GENERAL INFORMATION CONCERNING THE PROXY STATEMENT, PROXIES, AND VOTING AT THE ANNUAL MEETING						1
CORPORATE GOVERNANCE						7
Director Independence						8
Committees of the Board of Directors						8
Board Leadership Structure						10
Board Qualifications and Director Nominations						10
Board Diversity						11
PROPOSAL 1: ELECTION OF DIRECTORS						13
Director Nominees						14
Continuing Directors						15
NON-EMPLOYEE DIRECTOR COMPENSATION						17
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						20
PROPOSAL 3: ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS						22
AUDIT COMMITTEE REPORT						23
EXECUTIVE OFFICERS						24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS						26
DELINQUENT SECTION 16(A) REPORTS						28
EXECUTIVE COMPENSATION						29
Compensation Discussion & Analysis						29
Elements of Executive Compensation Program						36
Compensation Committee Report						48
Compensation Tables						50
CEO Pay Ratio Disclosure						55
EQUITY COMPENSATION PLAN INFORMATION						57
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS						58
ADDITIONAL INFORMATION						59


Total Number of Directors	10
Part I: Gender Identity	Female	Male	Did Not Disclose Gender
Directors	3	6	1
Part II: Demographic Background
African American or Black	1	0	0
Asian	1	0	0
Hispanic or Latinx	1	0	0
White	0	6	0
Did Not Disclose Demographic Background	1


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE BOARD'S NOMINEES.


Name	Member Since	Age	Position and Class
Geoffrey T. Barker(1)	2012	60	Director, Class II
Matthew McIlwain (2)	2007	57	Director, Class II
James N. White (1)(3)	2014	60	Director, Class II
Dr. Alissa Abdullah(1)(2)	2021	48	Director, Class III
Brent Frei (2)	2005	56	Director, Class III
Michael Gregoire (2)	2019	56	Director, Class III
Rowan Trollope (2) (3)	2020	49	Director, Class III


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	Total ($)
Alissa Abdullah(4)	38,319	314,993	353,312
Geoffrey T. Barker(5)	62,375	201,976	264,351
Brent Frei	39,155	201,976	241,131
Elena Gomez(6)	53,125	201,976	255,101
Michael Gregoire(7)	39,688	201,976	241,664
Matthew McIlwain	46,250	201,976	248,226
Rowan Trollope(8)	42,594	168,313	210,907
James N. White	46,616	201,976	248,592
Magdalena Yesil(9)	49,443	201,976	251,419


Position						Annual Cash Retainer ($)
Board Member						35,000
Lead Independent Director						20,000
Audit Committee Chair						20,000
Compensation Committee Chair						15,000
Nominating and Corporate Governance Committee Chair						8,000
Audit Committee Member (other than Chair)						10,000
Compensation Committee Member (other than Chair)						7,500
Nominating and Corporate Governance Committee Member (other than Chair)						4,000


	Fiscal Year Ended
	2022		2021
Audit Fees(1)	$	1,803	$	1,757
Audit-related Fees	—		—
Tax Fees(2)	427		223
All Other Fees(3)	6		6
Total Fees	$	2,236	$	1,986


Name of Beneficial Owner	Number of Shares Beneficially Owned	Total Ownership %
Named Executive Officers and Directors:
Mark P. Mader(1)	1,841,463	1.42	%
Pete Godbole(2)	47,965	*
Michael Arntz(3)	370,116	*
Gene Farrell(4)	227,933	*
Praerit Garg(5)	231,313	*
Jolene Marshall(6)	34,206	*
Alissa Abdullah(7)	2,199	*
Geoffrey T. Barker(8)	444,708	*
Brent Frei(9)	2,119,297	1.64	%
Elena Gomez(10)	109,110	*
Michael Gregoire(11)	9,662	*
Matthew McIlwain(12)	134,059	*
Rowan Trollope(13)	4,192	*
James N. White(14)	346,294	*
Magdalena Yesil(15)	153,505	*
All executive officers and directors as a group (17 persons)(16)	6,005,491	4.58	%

5% Shareholders:
Brown Capital Management, LLC(17)	6,940,111	5.39	%
Capital World Investors(18)	13,941,571	10.82	%
The Vanguard Group(19)	11,260,429	8.74	%


Alteryx, Inc.	Coupa Software Inc.	Paylocity Holding Corporation
Anaplan, Inc.	Elastic N.V.	SVMK Inc.
Appian Corp.	Five9, Inc.	Workiva Inc.
AppFolio, Inc.	HubSpot, Inc.	Zendesk, Inc.
Asana, Inc.	Medallia, Inc.
Avalara, Inc.	PagerDuty, Inc.


Named Executive Officer	Fiscal 2021 Base Salary ($)	Fiscal 2022 Ending Base Salary ($)(1)	Percentage Adjustment (%)
Mark P. Mader	440,000	525,000	19.3	%
Pete Godbole	375,000	400,000	6.7	%
Michael Arntz	360,000	375,000	4.2	%
Praerit Garg	350,000	375,000	7.1	%
Jolene Marshall(2)	244,750	350,000	43.0	%
Gene Farrell(3)	350,000	375,000	7.1	%


Named Executive Officer	Target Annual Incentive (as a % of earned base salary)
Mark P. Mader	100	%
Pete Godbole	70	%
Michael Arntz	100	%
Praerit Garg	70	%
Jolene Marshall(1)	60	%
Gene Farrell(2)	80	%


Full Year Calculated Billings Component of Annual Incentive Bonus Pool Funding
Calculated Billings Achievement Against Target (%)	Increase in Bonus Pool Funding Per Point Increase Against Target (%)	Bonus Pool Funding for Calculated Billings Component (%)
86%	Threshold	42%
86-97%	5%	42-97%
97-103%	1%	97-103%
103-114+%	5%	103-163% (163% is maximum)


Cash Operating Expense Component of Annual Incentive Bonus Pool Funding
Cash Operating Expense Against Target (%)	Increase in Bonus Pool Funding Per Point Increase Against Target (%)	Bonus Pool Funding for Cash Operating Expense Component (%)
114%	Threshold	42%
114-103%	5%	42-97%
103-97%	1%	97-103%
97-<86%	5%	103-163% (163% is maximum)


Named Executive Officer	Stock Options (#)(1)	Restricted Stock Units (#)(1)(2)
Mark P. Mader	174,669	141,161
Pete Godbole	34,792	28,198
Michael Arntz	56,231	45,458
Praerit Garg	56,231	45,458
Jolene Marshall	40,855	33,068
Gene Farrell(3)	49,203	39,649


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	Other ($)(4)	Total ($)
Mark P. Mader	2022	461,635	—	10,024,840	5,137,845	—	8,119	15,632,439
President and Chief Executive Officer	2021	440,000	—	4,035,829	2,022,088	—	1,015	6,498,932
	2020	400,000	—	2,416,604	2,302,350	300,000	—	5,418,954
Pete Godbole(5)	2022	382,308	—	2,329,018	1,096,546	—	4,039	3,811,911
Chief Financial Officer and Treasurer	2021

SEC Form DEF 14A filed by Smartsheet Inc.