Document

DEF 14A 1 smar2021proxystatement.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. )

________________________

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☒						Definitive Proxy Statement
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Smartsheet Inc.

(Name of Registrant as Specified In Its Charter)

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Smartsheet Inc.

10500 NE 8th Street, Suite 1300

Bellevue, Washington 98004

May 5, 2021

Dear Smartsheet Shareholder:

You are cordially invited to attend the Smartsheet Inc. 2021 annual meeting of shareholders on June 17, 2021 at 10:00 a.m. (Pacific Time). We are sensitive to the public health and travel concerns that our shareholders may have, and to the recommendations and regulations that government officials have issued and may further issue, in light of the COVID-19 pandemic. As a result, the 2021 annual meeting will be a completely virtual meeting of shareholders. You will not be able to attend the 2021 annual meeting in person. To participate, vote, or submit questions during the 2021 annual meeting via live webcast, please visit https://web.lumiagm.com/273914518.

Our board of directors has fixed the close of business on April 20, 2021 as the record date for determining those shareholders of our Class A common stock entitled to notice of, and to vote at, the 2021 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, 2021

The 2021 Annual Meeting of Shareholders of Smartsheet Inc. (the “Annual Meeting”) will be held on June 17, 2021 at 10:00 a.m. (Pacific Time). We are sensitive to the public health and travel concerns that our shareholders may have, and to the recommendations and regulations that government officials have issued in light of the COVID-19 pandemic. As a result, the Annual Meeting will be a completely virtual meeting of shareholders. You will not be able to attend the Annual Meeting in person. 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 four Class III directors nominated by our board of directors to serve until the 2024 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, 2022;

•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, 2021 (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 5, 2021 and provided access to our proxy materials over the Internet at http://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,

Paul T. Porrini

Chief Legal Officer and Secretary

Bellevue, Washington, USA

May 5, 2021

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.

In light of the COVID-19 pandemic, we strongly recommend that you vote your shares in advance of the Annual Meeting, 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 THURSDAY, JUNE 17, 2021: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT

HTTP://INVESTORS.SMARTSHEET.COM

TABLE OF CONTENTS


Item						Page
General Information Concerning the Proxy Statement, Proxies and Voting at the Annual Meeting						1
Corporate Governance						6
Proposal 1: Election of Directors						11
Non-Employee Director Compensation						15
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm						18
Proposal 3: Advisory Non-Binding Vote to Approve the Compensation of Our Named Executive Officers						20
Audit Committee Report						21
Executive Officers						22
Security Ownership of Certain Beneficial Owners						24
Delinquent Section 16(a) Reports						27
Executive Compensation						28
Equity Compensation Plan Information						52
Certain Relationships and Related Person Transactions						53
Additional Information						54


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


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	Total ($)
Geoffrey T. Barker(4)	58,000	151,448	209,448
Brent Frei	30,000	151,448	181,448
Elena Gomez(5)	50,000	151,448	201,448
Michael Gregoire(6)	35,000	151,448	186,448
Matthew McIlwain	40,000	151,448	191,448
Rowan Trollope(7)	12,473	308,865	321,338
James N. White	45,500	151,448	196,948
Magdalena Yesil(8)	38,500	151,448	189,948


Position						Annual Cash Retainer ($)
Board Member						30,000
Lead Independent Director						20,000
Audit Committee Chair						20,000
Compensation Committee Chair						10,000
Nominating and Corporate Governance Committee Chair						7,500
Audit Committee Member (other than Chair)						8,000
Compensation Committee Member (other than Chair)						5,000
Nominating and Corporate Governance Committee Member (other than Chair)						3,500


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


	Fiscal Year Ended
	2020
Audit Fees(1)	$	3,443
Audit-related Fees	—
Tax Fees(2)	34
All Other Fees(3)	1
Total Fees	$	3,478


Name of Beneficial Owner	Number of Shares Beneficially Owned	Total Ownership %
Named Executive Officers and Directors:
Mark P. Mader(1)	1,708,165	1.36	%
Pete Godbole	—	*
Jennifer E. Ceran(2)	533,623	*
Michael Arntz(3)	406,820	*
Gene Farrell(4)	552,856	*
Praerit Garg(5)	146,371	*
Alissa Abdullah	—	*
Geoffrey T. Barker(6)	551,131	*
Brent Frei(7)	2,740,592	2.20	%
Elena Gomez(8)	116,158	*
Michael Gregoire(9)	4,871	*
Matthew McIlwain(10)	106,107	*
Rowan Trollope	—	*
James N. White(11)	430,296	*
Magdalena Yesil(12)	200,553	*
All executive officers and directors as a group (18 persons)(13)	7,747,749	6.07	%

5% Shareholders:
Brown Capital Management, LLC(14)	6,198,585	4.98	%
Capital World Investors(15)	14,310,162	11.49	%
The Vanguard Group(16)	10,328,583	8.29	%


Alteryx, Inc.	Five9, Inc.	Pluralsight, Inc.
Anaplan, Inc.	HubSpot, Inc.	SVMK Inc.
AppFolio, Inc.	Medallia, Inc.	Workiva Inc.
Avalara, Inc.	PagerDuty, Inc.	Zendesk, Inc.
Coupa Software Inc.	Paylocity Holding Corporation	Zuora, Inc.


Named Executive Officer	Fiscal 2020 Base Salary ($)	Fiscal 2021 Base Salary ($)	Percentage Adjustment (%)
Mark P. Mader	400,000	440,000	10.0	%
Pete Godbole(1)	—	375,000	—
Jennifer E. Ceran(2)	350,000	350,000	—
Michael Arntz	325,000	360,000	10.8	%
Gene Farrell	350,000	350,000	—
Praerit Garg	350,000	350,000	—


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


Full Year Revenue Component of Annual Incentive Bonus Pool Funding
FY Revenue Achievement Against Target (%)	Increase in Bonus Pool Funding Per Point Increase Against Target (%)	Bonus Pool Funding for FY Revenue Component (%)
86%	Threshold	40%
86-89%	5%	40-55%
89-90%	3%	58%
90-94%	1%	58-62%
94-95%	3%	65%
95-107%	5%	65-125% (125% is maximum)


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.


Named Executive Officer	Stock Options (#)(1)	Restricted Stock Units (#)(1)(2)
Mark P. Mader	113,801	88,845
Pete Godbole(3)	80,115	38,414
Jennifer E. Ceran(4)	28,689	22,307
Michael Arntz	57,378	44,614
Gene Farrell	38,252	29,743
Praerit Garg	38,252	29,743


			Estimated Possible Payouts Under 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 ($/Share)(2)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Type of Award	Grant Date	Threshold ($)	Target ($)	Maximum ($)
Mark P. Mader	Bonus RSU(4)	3/19/2021	176,000	473,000	550,000	4,965	—	—	310,610
	Options(5)	3/20/2020	—	—	—	—	113,801	42.10	2,022,088
	RSUs(6)	3/20/2020	—	—	—	88,845	—	—	3,725,219
Pete Godbole	Bonus RSU(4)(7)	3/19/2021	17,835	47,932	55,735	503	—	—	31,468
	Options(5)	12/3/2020	—	—	—	—	80,115	60.42	2,052,707
	RSUs(6)	12/3/2020	—	—	—	38,414	—	—	2,320,974
Jennifer E. Ceran	Bonus RSU(4)	N/A	—	—	—	—	—	—	—
	Options(5)	3/20/2020	—	—	—	—	28,689	42.10	509,764
	RSUs(6)	3/20/2020	—	—	—	22,307	—	—	939,125
Michael Arntz	Bonus RSU(4)	3/19/2021	144,000	387,000	450,000	4,062	—	—	254,119
	Options(5)	3/20/2020	—	—	—	—	57,378	42.10	1,019,528
	RSUs(6)	3/20/2020	—	—	—	44,614	—	—	1,878,249
Gene Farrell	Bonus RSU(4)	3/19/2021	98,000	263,375	306,250	2,765	—	—	172,978
	Options(5)	3/20/2020	—	—	—	—	38,252	42.10	679,686
	RSUs(6)	3/20/2020	—	—	—	29,743	—	—	1,252,180
Praerit Garg	Bonus RSU(4)	3/19/2021	98,000	263,375	306,250	2,765	—	—	172,978
	Options(5)	3/20/2020	—	—	—	—	38,252	42.10	679,686
	RSUs(6)	3/20/2020	—	—	—	29,743	—	—	1,252,180


Second Half Calculated Billings Component of Annual Incentive Bonus Pool Funding
H2 Calculated Billings Achievement Against Target (%)	Increase in Bonus Pool Funding Per Point Increase Against Target (%)	Bonus Pool Funding for H2 Calculated Billings Component (%)
79%	Threshold	40%
79-82%	5%	40-55%
82-83%	3%	58%
83-87%	1%	58-62%
87-88%	3%	65%
88-100%	5%	65-125% (125% is maximum)


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	2021	440,000	—	4,035,829	2,022,088	—	1,015	6,498,932
President and Chief Executive Officer	2020	400,000	—	2,416,604	2,302,350	300,000	—	5,418,954
	2019	350,000	—	—	1,034,000	257,250	—	1,641,250
Pete Godbole(5)	2021	63,699	—	2,352,442	2,052,707	—	—	4,468,848
Chief Financial Officer and Treasurer
Jennifer E. Ceran(6)	2021	350,000	—	939,125	509,764	—	—	1,798,889
Chief Financial Officer and Treasurer (former)	2020	350,000	—	767,627	731,324	210,000	—	2,058,951
Michael Arntz	2021	360,000	—	2,132,368	1,019,528	—	831	3,512,727
Chief Revenue Officer and Executive Vice President of Worldwide Field Operations	2020	325,000	—	767,627	731,324	308,750	—	2,132,701
	2019	300,000	—	—	206,800	262,500	—	769,300
Gene Farrell(7)	2021	350,000	—	1,425,158	679,686	—	5,115	2,459,959
Chief Strategy and Product Officer
Praerit Garg(8)	2021	350,000	—	1,425,158	679,686	—	3,085	2,457,929
Chief Technology Officer and Executive Vice President of Engineering	2020	350,000	—	2,732,484	2,263,391	175,000	—	5,520,875


		Option Awards					Stock Awards
			Number of Securities Underlying Unexercised Options(1)				Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Name	Grant Date	Vesting Commencement Date	Exercisable	Unexercisable	Option Exercise Price ($)	Option Expiration Date
Mark P. Mader	2/21/2014(1)	1/1/2014	51,654	—	0.98	2/20/2024	—	—
	2/18/2015(1)	1/1/2015	47,916	—	1.38	2/17/2025	—	—
	3/16/2017(3)	2/1/2017	758,333	16,667	3.73	3/15/2027	—	—
	3/5/2018(3)	2/1/2018	182,291	67,709	9.53	3/4/2028	—	—
	3/29/2019(4)	2/15/2019	55,681	71,591	40.79	3/28/2029	—	—
	3/29/2019(5)	2/15/2019	—	—	—	—	33,326	2,324,155
	3/20/2020(4)	2/15/2020	—	113,801	42.10	3/19/2030	—	—
	3/20/2020(5)	2/15/2020	—	—	—	—	88,485	6,170,944
Pete Godbole(6)	12/3/2020(4)	12/15/2020	—	80,115	60.42	12/2/2030	—	—
	12/3/2020(5)	12/15/2020	—	—	—	—	38,414	2,678,992
Jennifer E. Ceran(7)	10/27/2016(3)	9/12/2016	181,944	—	2.72	10/26/2026	—	—
Michael Arntz	10/27/2016(3)	10/6/2016	365,000	—	2.72	10/26/2026	—	—
	3/5/2018(3)	2/1/2018	36,458	13,542	9.53	3/4/2028	—	—
	3/29/2019(4)	2/15/2019	17,686	22,741	40.79	3/28/2029	—	—
	3/29/2019(5)	2/15/2019	—	—	—	—	10,587	738,337
	3/20/2020(4)	2/15/2020	—	57,378	42.10	3/19/2030	—	—
	3/20/2020(5)	2/15/2020	—	—	—	—	44,614	3,111,380
Gene Farrell	8/8/2017(8)	6/1/2017	393,075	104,169	5.28	8/7/2027	—	—
	3/5/2018(3)	2/1/2018	36,458	13,542	9.53	3/4/2028	—	—
	3/29/2019(4)	2/15/2019	16,376	21,056	40.79	3/28/2029	—	—
	3/29/2019(5)	2/15/2019	—	—	—	—	9,802	683,591
	3/20/2020(4)	2/15/2020	—	38,252	42.10	3/19/2030	—	—
	3/20/2020(5)	2/15/2020	—	—	—	—	29,743	2,074,277
Praerit Garg	2/4/2019(4)	2/15/2019	69,149	88,909	31.60	2/3/2029

SEC Form DEF 14A filed by Smartsheet Inc.