COUP Coupa Software Inc

April 12, 2019

You are cordially invited to attend the 2019 Annual Meeting of Stockholders of Coupa Software Incorporated that will be held on Tuesday, May 28, 2019 at 1:00 p.m. Pacific Time, at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP located at 550 Allerton Street, Redwood City, CA 94063.

Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our fiscal 2019 Annual Report. We encourage you to read this information carefully.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card, if you have requested one. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail regarding each of these voting options.

Thank you for your ongoing support of Coupa.

COUPA SOFTWARE INCORPORATED

1855 S. Grant Street

San Mateo, CA 94402

i

ii

COUPA SOFTWARE INCORPORATED

1855 S. Grant Street

San Mateo, CA 94402

printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Stock Ownership

Beneficial owners —Many Coupa stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee, you are considered the “beneficial owner” of shares held in “street name.” The Notice was forwarded to you by your broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record.

As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since beneficial owners are not stockholders of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

Quorum and Voting

2

Under the General Corporation Law of the State of Delaware and our bylaws, abstentions and broker “non-votes” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting.

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Beneficial owners —If you are a beneficial owner holding shares through a bank, broker or other nominee, please refer to your Notice or other information forwarded by your bank or broker to see which voting options are available to you.

3

Proposal Two —The affirmative vote of a majority of votes cast is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal Three — The affirmative vote of a majority in voting power of all votes cast is required to approve (on an advisory basis) named executive officer compensation. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Broker non-votes will have no effect on the outcome of this proposal. Abstentions count as votes against this proposal.

then the persons named as proxy holders will vote your shares in the manner recommended by the board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

If you are a stockholder of record and you do not return a proxy card and do not vote your shares, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

Beneficial owners —If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the

4

organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Please note that brokers may not vote your shares on the election of directors or the approval (on an advisory basis) of our named executive officer compensation in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

If you are a stockholder of record, you may change your vote by (i) filing with our Corporate Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares, or (ii) by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). A stockholder of record that has voted on the Internet or by telephone may also change his or her vote by later making a timely and valid Internet or telephone vote.

If you are a beneficial owner of shares held in street name, you may change your vote (i) by submitting new voting instructions to your broker, trustee or other nominee or (ii) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting and voting in person.

Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or should be sent so as to be delivered to our principal executive offices, Attention: Corporate Secretary.

5

Our bylaws also provide that the only business that may be conducted at an annual meeting is business that is (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of our board of directors, (ii) otherwise properly brought before the meeting by or at the direction of our board of directors (or any committee thereof) or (iii) properly brought before the meeting by a stockholder who has delivered written notice to our Corporate Secretary no later than the Notice Deadline (as defined below).

The “Notice Deadline” is defined as that date which is not less than 90 days nor more than 120 days prior to the one-year anniversary of the previous year’s annual meeting of stockholders. As a result, the Notice Deadline for the 2020 annual meeting of stockholders is between January 29, 2020 and February 28, 2020.

If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, we need not present the proposal for vote at such meeting.

Recommendation of director candidates —You may recommend candidates to our board of directors for consideration by our nominating and corporate governance committee by following the procedures set forth below in “Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”

Additional Information about the Proxy Materials

7

Any written requests for additional information, copies of the proxy materials and fiscal 2019 Annual Report, notices of stockholder proposals, recommendations for candidates to our board of directors, communications to our board of directors or any other communications should be sent to the address above.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 28, 2019.

The proxy statement and annual report to stockholders are available at www.envisionreports.com/COUP.

8

CORPORATE GOVERNANCE

Code of Conduct

Our board of directors has adopted a code of conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior officers. The full text of our code of conduct is posted on the Corporate Governance—Governance Documents portion of our website at http://investors.coupa.com. We intend to disclose future amendments to, or waiver of, our code of conduct, at the same location on our website identified above.

Board Composition

Our business affairs are managed under the direction of our board of directors, which is currently composed of six members. Five of our directors—Ms. Campbell and Messrs. Siboni, Stansbury, Thompson and van Veenendaal—are independent within the meaning of the listing rules of the Nasdaq Global Select Market (“Nasdaq”). Our board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

Directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor or the earlier of his or her death, resignation or removal. The classification of our board may have the effect of delaying or preventing changes in our control or management.

Director Independence

Our common stock is listed on Nasdaq. The listing rules of this stock exchange generally require that a majority of the members of a listed company’s board of directors be independent. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that none of our non-employee directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq rules. The independent members of our board will hold separate regularly scheduled executive session meetings at which only independent directors are present.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (ii) or be an affiliated person of the listed company or any of its subsidiaries. Each member of our audit committee, Ms. Campbell and Messrs. Siboni and Thompson, qualifies as an independent director pursuant to Rule 10A-3.

Board Leadership Structure

Pursuant to our Corporate Governance Guidelines, our board of directors may separate or combine the roles of the chairman of the board of directors and Chief Executive Officer when and if it deems it advisable and in our

15

best interests and in the best interests of our stockholders to do so. These roles are currently combined as our board is currently chaired by Mr. Bernshteyn, who is also our Chief Executive Officer. The board of directors believes that it is in the best interest of Coupa and its stockholders for Mr. Bernshteyn to serve in both roles given his knowledge of our company and industry.

In addition, pursuant to our Corporate Governance Guidelines, if the chairman of our board of directors is not an independent director, the board of directors will appoint a Lead Independent Director to facilitate communication between management, the independent directors and the chairman of our board, as well as to participate in setting agendas for meetings and presiding at executive sessions of the board of directors. Our board of directors has appointed Mr. Siboni as the current Lead Independent Director.

Our board of directors believes that having a combined chairman and Chief Executive Officer, along with a Lead Independent Director, is the appropriate leadership structure for us at this time. We believe that this structure provides appropriate leadership and oversight of Coupa and facilitates effective functioning of both management and the board. Our Corporate Governance Guidelines are posted on the Corporate Governance—Governance Documents portion of our website at http://investors.coupa.com.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board and its committees set schedules for meeting throughout the year and can also hold special meetings and act by written consent from time to time, as appropriate. Our board has delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full board of directors. Each member of each committee of our board qualifies as an independent director in accordance with Nasdaq listing standards. Each committee of our board has a written charter approved by our board of directors. Copies of each charter are posted on the Corporate Governance—Governance Documents portion of our website at http://investors.coupa.com.

Audit Committee

Our audit committee was formally established in fiscal 2015. During the year ended January 31, 2019, our audit committee held nine meetings. The members of our audit committee are comprised of Ms. Campbell and Messrs. Siboni and Thompson, each of whom is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members and each of whom can read and understand fundamental financial statements. Mr. Siboni serves as chair of the audit committee. Our board of directors has determined that each of Ms. Campbell and Messrs. Siboni and Thompson qualify as an audit committee financial expert within the meaning of SEC regulations and that each meets the financial sophistication requirements of Nasdaq.

The audit committee of our board of directors oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, our audit committee is responsible for reviewing our disclosure controls and processes and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions will be approved by our audit committee before we enter into them, as required by applicable rules and listing standards.

16

Compensation Committee

Our compensation committee was formally established in fiscal 2015. During the year ended January 31, 2019, our compensation committee held four meetings. The members of our compensation committee are Messrs. van Veenendaal and Stansbury, each of whom our board of directors has determined qualify as independent under Rule 10C of the Exchange Act and related Nasdaq listing standards, and each of whom is a “non-employee director” as such term is defined under Rule 16b-3 of the Exchange Act. Mr. van Veenendaal serves as chair of the compensation committee. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation policies and programs. Among other things, specific responsibilities of our compensation committee include evaluating the performance of our Chief Executive Officer and determining our Chief Executive Officer’s compensation. The compensation committee also determines the compensation of our other executive officers in consultation with our Chief Executive Officer. In addition, our compensation committee administers our stock-based compensation plans, including granting equity awards and approving modifications of such awards. Our compensation committee also reviews and approves various other compensation policies and matters.

Our executive officers may make recommendations on the form and amount of executive compensation, but the compensation committee makes the final decision and is not bound by executive officer recommendations. Our compensation committee has delegated authority to our Chief Executive Officer to grant options and restricted stock units under certain specified guidelines.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee was established in fiscal 2017. During the year ended January 31, 2019, our nominating and corporate governance committee held three meetings. The members of our nominating and corporate governance committee are Ms. Campbell, and Messrs. Siboni and Stansbury, each of whom is independent under the rules and regulations of the SEC and Nasdaq. Ms. Campbell serves as chair of the nominating and corporate governance committee. The nominating and corporate governance committee oversees the nomination of directors, including, among other things, identifying, evaluating and making recommendations of nominees to our board of directors and evaluates the performance of our board and individual directors. Our nominating and corporate governance committee is also responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our governance practices and making recommendations to our board concerning corporate governance matters.

When considering potential candidates for membership on our board of directors, our nominating and corporate governance committee considers relevant business and other experience and demonstrated character and judgment as described in our Policies and Procedures for Director Candidates. There are no differences in the manner in which our nominating and corporate governance committee evaluates a candidate that is recommended for nomination for membership on our board by a stockholder, as opposed to a candidate that is recommended for nomination for membership on our board by our nominating and corporate governance committee and our board. Our nominating and corporate governance committee has not received any recommended nominations from any of our stockholders in connection with the 2019 Annual Meeting.

In addition to the considerations described above, our nominating and corporate governance committee considers the current composition of the board of directors in its evaluation of candidates for membership. The board believes that factors such as range and diversity of expertise, perspective in areas relevant to our business, character, judgment, diversity, age, independence, experience, length of service and other commitments as it relates to each individual board member as well as the board as a whole are important considerations in determining board composition. The nominating and corporate governance committee believes that, as a group, the nominees for election complement our board composition and bring a diverse range of backgrounds, experiences and perspectives to the board’s deliberations.

The nominating and corporate governance committee will consider stockholder nominations for directors submitted in accordance with the procedure set forth in our bylaws and our Policies and Procedures for Director

17

Candidates, which are each posted on the Corporate Governance—Governance Documents portion of our website at http://investors.coupa.com, as further described below under “Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”

Stockholder Recommendations for Nominations to the Board of Directors

Our nominating and corporate governance committee has adopted Policies and Procedures for Director Candidates. Stockholder recommendations for candidates to our board of directors must be received by January 31st of the year in which the recommended candidates will be considered for nomination, must be directed in writing to Coupa Software Incorporated, 1855 S. Grant Street, San Mateo, CA 94402, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between us and the candidate within the last three years and evidence of the recommending person’s ownership of our capital stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on the board, including issues of character, judgment, diversity, age, independence, expertise, corporate experience, other commitments and the like, personal references and an indication of the candidate’s willingness to serve.

We also reimburse our non-employee directors for their reasonable expenses incurred in connection with attending board of directors and committee meetings.

Equity Compensation

Pursuant to our non-employee director compensation program, our non-employee directors receive the following equity awards:

Each annual equity award and pro-rated annual equity award will be converted into a number of restricted stock units using the average closing price of our common stock over the 30-trading day period ending on the date of grant. Each award will vest in full on the earlier of the one-year anniversary of the date of grant or on the date of the next annual meeting of stockholders. The awards will also vest in full in the event of a “change in control” as defined in our 2016 Equity Incentive Plan.

Our non-employee directors are subject to stock ownership guidelines as described below under the “Stock Ownership Policy” section of “Compensation Discussion and Analysis.” Our non-employee directors are also eligible to receive other awards under our 2016 Equity Incentive Plan.

19

Stockholder Communications with the Board of Directors

Stockholders wishing to communicate with the board of directors or with an individual member of the board of directors may do so by writing to the board or to the particular director, care of the Corporate Secretary by mail to our principal executive offices, Attention: Corporate Secretary. The envelope should indicate that it contains a stockholder communication. All such stockholder communications will be forwarded to the director or directors to whom the communications are addressed.

20

Robert Bernshteyn’s biographical information is set forth above under “Proposal One—Election of Directors—Information Regarding the Nominees and Other Directors.”

Todd Ford  has served as our Chief Financial Officer since May 2015. Mr. Ford served as the Chief Financial Officer of MobileIron, Inc., a mobile IT platform company for enterprises, from December 2013 to May 2015. From June 2012 to July 2013, Mr. Ford served as the co-Chief Executive Officer and Chief Operating Officer of Canara, Inc., a provider of power systems infrastructure and predictive services. From July 2007 to December 2013, Mr. Ford also served as the Managing Director of Broken Arrow Capital, a venture capital firm he founded in July 2007. From April 2006 to May 2007, Mr. Ford served as President of Rackable Systems, Inc., a manufacturer of server and storage products for large-scale data center deployments (subsequently named Silicon Graphics International Corporation) and from December 2002 to April 2006, he served as Chief Financial Officer of Rackable Systems. Mr. Ford has served on the board of directors of Performant Financial Corporation since October 2011. Mr. Ford holds a B.S. in Accounting from Santa Clara University.

Steven Winter  has served as our Chief Revenue Officer since September 2016. From October 2014 to September 2016, Mr. Winter served as Executive Vice President, Worldwide Field Operations at Marketo, Inc. From January 2005 to September 2014, Mr. Winter served in a variety of executive roles at SAP AG, most recently as SAP’s Global Head of its Emerging Solutions organization. Mr. Winter holds a B.A. in Business Administration from Georgia State University.

Mark Riggs has served as our Chief Customer Officer since November 2017. Mr. Riggs previously served as the Chief Operating Officer of Welcome, a provider of cloud-based chat and messaging solutions, from June 2014 to October 2016. From May 2010 to August 2013, Mr. Riggs served as the Chief Customer Officer and General Manager for Bazaarvoice Inc., a cloud-based social commerce application. Prior to that, Mr. Riggs served as Senior Vice President of World-Wide Customer Success for Endeca Technologies from 2006 to 2010 prior to its acquisition by Oracle, and as Vice President of Global Services at Business Objects from 2001 to 2006 prior to its acquisition by SAP. Mr. Riggs holds a B.S. in Computer Information Systems from Northern Arizona University.

21

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation program for our Named Executive Officers. During our fiscal year ended January 31, 2019 (“fiscal 2019”), these individuals were:

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during fiscal 2019. It also provides an overview of our executive compensation philosophy and objectives. Finally, it analyzes how and why the Compensation Committee of our Board of Director (the “Compensation Committee”) arrived at the specific compensation decisions for our Named Executive Officers for fiscal 2019, including the key factors that were considered in determining their compensation.

Executive Summary

Who We Are

We are a leading provider of business spend management, or BSM, solutions. We offer a comprehensive, cloud-based BSM platform that has connected hundreds of organizations with more than four million suppliers globally. Our platform provides greater visibility into and control over how companies spend money. Using our platform, businesses are able to achieve real, measurable value and savings that drive their profitability.

Fiscal 2019 Business Highlights

Overall, we completed a successful fiscal 2019 by achieving strong results across the company. Our unified platform has processed more than $1 trillion in cumulative spend under management, helping drive cost savings and increase profitability for our customers.

Specifically, we recorded the following financial accomplishments in fiscal 2019:

Additionally, our stock price increased from $38.23 per share on January 31, 2018 to $86.96 per share on January 31, 2019, representing a 127% return for investors.

Fiscal 2019 Executive Compensation Highlights

The Compensation Committee took the following key actions with respect to the compensation of our Named Executive Officers for fiscal 2019:

22

Pay-for-Performance Analysis

We believe our executive compensation program is reasonable, competitive and appropriately balances the goals of attracting, motivating, rewarding and retaining our executive officers with the goal of aligning their interests with those of our stockholders. To ensure this alignment and to motivate and reward individual initiative and effort, a substantial portion of our executive officers’ target annual total direct compensation opportunity is both variable in nature and “at-risk.”

We emphasize variable compensation that appropriately rewards our executive officers, including our Named Executive Officers, through two separate compensation elements:

These variable pay elements ensure that, each year, a substantial portion of our executive officers’ total compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

23

The target pay mix for our CEO and our other Named Executive Officers during fiscal 2019 reflected this “pay-for-performance” design:

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that 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 summarizes our executive compensation and related policies and practices:

24

Executive Compensation Philosophy

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

25

Program Design

We structure the annual compensation of our Named Executive Officers using three principal elements: base salary, annual cash bonus opportunities and long-term incentive compensation opportunities in the form of equity awards. While the pay mix may vary from year to year, the ultimate goal is to achieve our compensation objectives as described above.

The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our executive officers and stockholders and to link pay with performance. We do not have a specific policy on the percentage allocation between short-term and long-term compensation elements.

Governance of Executive Compensation Program

Role of the Compensation Committee

The Compensation Committee discharges the responsibilities of our Board of Directors relating to the compensation of our Named Executive Officers and the non-employee members of our Board of Directors.  The Compensation Committee has overall responsibility for reviewing our compensation philosophy and strategy, overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our CEO as well as our other Named Executive Officers. The Compensation Committee operates pursuant to a written charter, a copy of which is available on the Corporate Governance section of our investor website at: investors.coupa.com

The Compensation Committee makes all decisions regarding the compensation of our Named Executive Officers. In fiscal 2019, the Compensation Committee retained a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program.

Compensation-Setting Process

The Compensation Committee evaluates and establishes the target total direct compensation opportunities for our Named Executive Officers. The Compensation Committee does not use a single method or measure in making its decisions, nor does it establish specific targets for the total direct compensation opportunities of our executive officers.

When approving each compensation element and the target total direct compensation opportunity for our Named Executive Officers, the Compensation Committee considers the following factors:

26

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting pay levels, nor was the impact of any factor on the determination of pay levels quantifiable.

Role of Chief Executive Officer

In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s recommendations and proposals with respect to adjustments to annual cash compensation, long-term incentive compensation opportunities, program structures and other compensation-related matters for our executive officers (other than with respect to his own compensation).

The Compensation Committee reviews and discusses these recommendations and proposals with our CEO and considers them as one factor in determining the compensation for our Named Executive Officers. Our CEO recuses himself from all discussions and recommendations regarding his own compensation.

Role of Compensation Consultant

In fiscal 2019, the Compensation Committee engaged an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For fiscal 2019, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm (“Compensia”), as its compensation consultant to advise it on executive compensation matters, including competitive market pay practices for our executive officers, and with the data analysis and selection of the compensation peer group. For fiscal 2019, the scope of Compensia’s engagement included:

The terms of Compensia’s engagement include reporting directly to the Compensation Committee and the Compensation Committee chair. Compensia also coordinates with our management for data collection and job matching for our executive officers. In fiscal 2019, Compensia did not provide any other services to us. The Compensation Committee has evaluated Compensia’s independence pursuant to the listing standards of the Nasdaq Stock Market and the relevant SEC rules and has determined that no conflict of interest has arisen as a result of the work performed by Compensia.

Competitive Data

For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This

27

compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization, geographical location and number of employees. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

During fiscal 2019, the Compensation Committee used the following compensation peer group to assist with the determination of compensation for our Named Executive Officers:

The Compensation Committee reviews data drawn from our compensation peer group, as well as data from a customized version of the Radford Global Technology Executive  Compensation survey, to evaluate the competitive market when determining the total direct compensation packages for our executive officers, including base salary, target annual cash bonus opportunities, and long-term incentive compensation opportunities. This survey provides compensation market intelligence and is widely used within the technology industry.

While we believe this compensation data provides useful insight into the competitiveness of our compensation packages, the data serves only a reference point and we do not currently target any particular benchmark.

28

Base Salary

Base salary represents the fixed portion of the compensation of our executive officers, including our Named Executive Officers, and is an important element of compensation intended to attract and retain highly-talented individuals.

The Compensation Committee reviews and determines adjustments to the base salaries for each of our Named Executive Officers as part of its annual executive compensation review. In addition, the base salaries of our Named Executive Officers may be adjusted by the Compensation Committee in the event of a promotion or significant change in responsibilities.

Generally, the Compensation Committee determines base salaries after considering the factors described in “Governance of Executive Compensation Program—Compensation-Setting Process” above. Although our general philosophy is to set base salaries within a competitive range of the market median, the actual positioning is based on the Compensation Committee’s assessment of the factors described above.

In February  2018, after considering the recommendation of our CEO (except with respect to his own base salary), as well as the factors described in “Governance of Executive Compensation Program—Compensation-

29

Setting Process” above, the Compensation Committee determined to maintain the base salaries of our Named Executive Officers at their fiscal 2018 levels. The base salaries of our Named Executive Officers for fiscal 2019 were as follows:

The actual base salaries paid to our Named Executive Officers in fiscal 2019 are set forth in the “ Fiscal 2019 Summary Compensation Table ” below.

Annual Cash Bonuses

We use performance-based annual cash bonus opportunities to motivate our executive officers, including our Named Executive Officers, to achieve our annual financial, operational and strategic business objectives. In February  2018, the Compensation Committee adopted the fiscal 2019 annual cash bonus program under the Coupa Software Incorporated Incentive Bonus Plan (the “Fiscal 2019 Bonus Program”) to provide financial incentives for our executive officers to meet or exceed the business objectives established under our fiscal 2019 annual operating plan. Under the Fiscal 2019 Bonus Program, our executive officers, including our Named Executive Officers, were eligible to earn annual cash bonuses based on our corporate and their individual performance as described below.

Target Annual Cash Bonus Opportunities

For purposes of the Fiscal 2019 Bonus Program, the target annual cash bonus opportunities of our executive officers, including our Named Executive Officers, were determined by the Compensation Committee and expressed as a percentage of their annual base salary. In  February 2018, the Compensation Committee set the target annual cash bonus opportunities for our Named Executive Officers for purposes of the Fiscal 2019 Bonus Program.  

After considering the recommendation of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the factors described in “Governance of Executive Compensation Program—Compensation-Setting Process” above, the Compensation Committee determined to maintain the target annual cash bonus opportunities of our Named Executive Officers at their fiscal 2018 levels. The target annual cash bonus opportunities of our Named Executive Officers for fiscal 2019 were as follows:

For purposes of the Fiscal 2019 Bonus Program, the cash bonuses of our Named Executive Officers (other than Mr. Winter) were to be weighted 50% on corporate performance and 50% on individual performance. The cash bonus for Mr. Winter was to be weighted 80% on sales performance in the form of sales commissions, 10% on corporate performance and 10% on individual performance.

30

Corporate Performance Objectives

For purposes of the Fiscal 2019 Bonus Program, the Compensation Committee selected revenue and operating cash flow as the corporate performance measures. The Compensation Committee believed that, for purposes of the Fiscal 2019 Bonus Program, these measures were the most appropriate corporate performance metrics to use because, in its view, they were the best indicators of our successful execution of our annual operating plan and were consistent with the metrics that we report to the public each quarter on our business progress. For purposes of the Fiscal 2019 Bonus Program, “operating cash flow” was defined in accordance with U.S. generally accepted accounting principles. Each measure was to be equally weighted.

For purposes of the Fiscal 2019 Bonus Program, the Compensation Committee also set the target performance levels and related bonus payments with respect to each corporate performance measure as follows:

Any bonus payment for over-achievement or under-achievement of the corporate performance objectives was to be determined in the discretion of the Compensation Committee.

Individual Performance Objectives

In addition to the corporate performance objectives under the Fiscal 2019 Bonus Program, half of the target annual cash bonus opportunities for Messrs. Bernshteyn, Ford, Riggs and Thakur and 10% of the target annual cash bonus opportunity for Mr. Winter were based on their individual performance for the year. In the case of our CEO, the Compensation Committee, in consultation with the independent members of our Board of Directors reviewed his individual performance, including the successful execution of our business plan. In the case of our other Named Executive Officers, Mr. Bernshteyn assessed each officer’s performance and made a recommendation to the Compensation Committee. Mr. Bernshteyn’s assessments were primarily subjective, taking into account key financial, operation and strategic objectives over which the Named Executive Officer has responsibility and which we hope to accomplish each year.

Fiscal 2019 Bonus Decisions

In November  2018, the Compensation Committee determined that, for fiscal 2019, we were projected to exceed the target levels for each of the corporate performance measures under the Fiscal 2019 Bonus Program. Based on these projections our CEO recommended, and the Compensation Committee approved, payment of 50% of the target annual cash bonus opportunities for our executive officers, including our Named Executive Officers, with respect to the corporate performance component of the Fiscal 2019 Bonus Program. In fact, our actual revenue for fiscal 2019 was $260.4 million and our operating cash flow was $37.4 million, each of which exceeded the corporate performance target levels under the Fiscal 2019 Bonus Program.

31

Thereafter, in February  2019, our CEO evaluated the individual performance of each of our executive officers, including each of the other Named Executive Officers, for fiscal 2019 and provided his recommendations to the Compensation Committee with respect to the individual performance component of the Fiscal 2019 Bonus Program. The Compensation Committee considered these recommendations, as well as its own assessment of the performance of each executive officer (including our CEO) and the factors described in “Governance of Executive Compensation Program—Compensation-Setting Process” above, and approved payments with respect to the individual performance component of the Fiscal 2019 Bonus Program as set forth below.

Sales Commission Plan for Mr. Winter

As our Chief Revenue Officer, Mr. Winter was eligible to earn monthly  commissions based on our ability to successfully execute our fiscal 2019 sales plan. Since sales growth is critical to our success and Mr. Winter is the head of our sales team, the Compensation Committee decided to directly link a significant portion of Mr. Winter’s target total direct compensation opportunity to achieving our sales objectives for the year and with the rest of our sales team. In fiscal 2019, 80% of Mr. Winter’s target annual cash bonus opportunity was directly tied to the achievement of these sales objectives. Based on his performance against our sales objectives, Mr. Winter received $281,777 of his target commission opportunity for fiscal 2019.

The cash bonus payments made to our Named Executive Officers for fiscal 2019 are set forth in the “ Fiscal 2019 Summary Compensation Table ” below.

Long-Term Incentive Compensation

We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for our stockholders. Equity awards also help us retain our Named Executive Officers in a highly competitive market.

Long-term incentive compensation opportunities in the form of equity awards are granted by the Compensation Committee. The amount and forms of such equity awards are determined by the Compensation Committee after considering the factors described in “Governance of Executive Compensation Program—Compensation-Setting Process” above.

In March 2018, the Compensation Committee granted equity awards in the form of stock options and RSU  awards to our Named Executive Officers. Further, the Compensation Committee determined that the stock options should comprise 50%  of the value of each Named Executive Officer’s equity award, while the RSU

32

award should comprise the remaining 50% of the award.  By using a mix of stock options and RSU awards, the Compensation Committee sought to balance a high-performance threshold (in the case of options which only have value if our stock price appreciates), while using RSUs to provide some retention incentive even if our stock price is flat or declines. The Compensation Committee approved the grant of the stock options and RSU awards to our Named Executive Officers after considering the factors described in “Governance of Executive Compensation Program – Compensation-Setting Process” above. Among other factors, the size of these equity awards reflect both the Named Executive Officers’ and our company’s strong performance in fiscal 2018.

The aggregate equity awards granted to our Named Executive Officers for fiscal 2019 were as follows:

In the case of the option granted to our CEO, none of the shares subject to such option will be eligible to vest unless the average closing price of our common stock during any 61 trading day period equals or exceeds $171.75 per share within five years of the option grant date. Assuming satisfaction of this stock price target, the option will vest (and become exercisable) with respect to 1/48 ^th of the shares stock subject to the option when our CEO completes each month of continuous service following March 20, 2018, the vesting commencement date, or, if later, on the date the stock price target is achieved.

In the case of our other Named Executive Officers, the stock options vest (and become exercisable) over a four-year period, with 1/48 ^th of the shares of our common stock subject to the option vesting in equal installments on each monthly anniversary of March 20, 2018, the vesting commencement date, contingent upon the Named Executive Officer’s continuous service to us through each applicable vesting date.

The RSU awards granted to all of our Named Executive Officers vest over a four-year period, with 1/16 ^th of the shares of our common stock subject to the award vesting on June 20, 2018 and thereafter 1/16 ^th of the shares vesting on each subsequent September 20 ^th , December 20 ^th , March 20 ^th , and June 20 ^th until the award is fully vested, contingent upon the Named Executive Officer’s continuous service to us through each applicable vesting date.

The equity awards granted to our Named Executive Officers in fiscal 2019 are set forth in the “ Fiscal 2019 Summary Compensation Table ” and the “ Fiscal 2019 Grants of Plan-Based Awards Table ” below.

Welfare and Health Benefits

Our executive officers, including our Named Executive Officers, are eligible to receive the same employee benefits that are generally available to all our full-time employees, subject to the satisfaction of certain eligibility requirements. These health and welfare benefits include medical and dental benefits, life insurance benefits and short-term and long-term disability insurance.

In addition, we maintain a tax-qualified Section 401(k) savings plan that permits our employees, including our executive officers, with the opportunity to save for retirement on a tax-advantaged basis. All participant interests in their contributions are fully vested when contributed. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. Participants in the Section 401(k) plan in general are eligible to receive matching company contributions as follows: 100% matching contribution on the first 4% of base salary earnings, up to a

33

maximum of $4,000. The Section 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code.

In structuring these benefit programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similar companies.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our Named Executive Officers, except as generally made available to all our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment and retention purposes. During fiscal 2019, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Employment Arrangements

We extended offers of employment to our CEO and each of our other Named Executive Officers pursuant to written employment offer letters. In filling each of our executive positions, we recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, in formulating these compensation packages, we were sensitive to the need to integrate these individuals into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. Each of these arrangements provides for “at will” employment.

Each of these employment offer letters contain provisions for certain payments and benefits in the event of certain qualifying terminations of employment, including a termination of employment following a change in control of Coupa. These provisions have been superseded by severance and change in control agreements which we have entered into with each of our Named Executive Officers.

Post-Employment Compensation Arrangements

Each of our Named Executive Officers has entered into a severance and change in control agreement with us which provides for certain payments and benefits in the event of certain qualifying terminations of employment. These agreements provide enhanced payments and benefits, including full vesting of any equity awards held by our Named Executive Officers, in the event of a qualifying termination of employment within three months prior to, or 12 months after, a change in control of Coupa. Unless extended or otherwise amended, these agreements will terminate automatically on October 12, 2019, which is the third anniversary of the completion of our initial public offering of our equity securities. The receipt of payments and benefits is contingent on the Named Executive Officer’s execution of a release of claims in favor of us.

We believe that having in place reasonable and competitive post-employment compensation arrangements is essential to attracting and retaining highly-qualified executive officers. These arrangements are designed to provide reasonable compensation to executive officers who leave our employ under certain circumstances to facilitate their transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

34

The Compensation Committee does not consider the specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.

We believe that these arrangements are designed to align the interests of our Named Executive Officers and our stockholders when considering our long-term future. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss.

All payments, benefits and acceleration of vesting of outstanding equity awards in the event of a change in control of Coupa are payable only if there is a subsequent loss of employment by a Named Executive Officer or the refusal of an acquirer to assume or substitute a comparable award for an outstanding equity award (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this “double-trigger” arrangement to protect against the loss of retention value following a change in control of Coupa and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction.

Historically, we have avoided the use of excise tax “gross-up” provisions relating to a change in control of Coupa and have no such gross-up obligations in place with respect to any of our Named Executive Officers.

For detailed descriptions of the post-employment compensation arrangements we maintain with our Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “ Potential Payments upon Termination or Change in Control ” below.

Other Compensation Policies and Practices

Equity Awards Grant Policy

Our equity grant policy provides controls with respect to the grant of options to purchase shares of our common stock, restricted stock unit awards that may be settled for shares of our common stock and other equity awards that may be granted under the terms of our equity incentive plans. Specifically, under our policy:

35

Stock Ownership Policy

Our Board of Directors has adopted stock ownership guidelines for our Named Executive Officers and the non-employee members of our Board of Directors. These guidelines are intended to align the financial interests of our Named Executive Officers and the non-employee members of our Board of Directors with our stockholders by requiring them to acquire and maintain a meaningful ownership interest in our common stock. These guidelines are intended to take into account an individual’s needs for portfolio diversification, while maintaining an ownership interest at levels sufficient to assure our stockholders of management’s commitment to long-term value creation.

Specifically, the guidelines require our Named Executive Officers and the non-employee members of our Board of Directors to acquire and hold shares of our common stock with an aggregate value at least equal to the following multiple of their annual base salary or cash retainer, as applicable:

Covered individuals  have five years from the effective date of the guidelines or, if later, from commencement of service as an executive officer or non-employee member of our Board of Directors to achieve compliance with the applicable guideline. Thereafter, compliance is assessed annually on January 31 ^st  of each year. The value of shares and share equivalents is determined using the 30-day average closing trading price of our common stock prior to the applicable measurement date.

If, at the applicable compliance measurement date, a covered individual does not meet the applicable guideline, then, until he or she is in compliance with the guidelines, he or she will be expected to hold 50% of the net shares acquired thereafter as a result of the exercise, vesting or settlement of any equity award received from us.

Compensation Recovery (“Clawback”) Policy

Our Board of Directors has adopted a compensation recovery (“clawback”) policy providing that, in the event of a restatement of financial results due to material non-compliance by Coupa with any financial reporting requirement under the federal securities laws, the Compensation Committee will review the facts and circumstances that led to the obligation to file the restatement, including whether an executive officer engaged in misconduct that contributed to our obligation to file the restatement, and all incentive-based compensation received by our executive officers during the three fiscal years preceding the date on which our Board of Directors determines that we are required to prepare a restatement.

If the amount of any such incentive-based compensation would have been lower had the level of achievement of the applicable financial performance metric(s) been calculated based on the restated financial results, the Compensation Committee, in its sole discretion and to the extent permitted by applicable law, may require that an executive officer repay the incremental portion of such incentive-based compensation.

Policies on Hedging and Pledging

Our insider trading policy, which applies to our employees, including our executive officers, and the non-employee members of our Board of Directors, prohibits the following:

36

Tax and Accounting Considerations

We take the applicable tax and accounting requirements into consideration in designing and operating our executive compensation program.

Deductibility of Executive Compensation

Generally, Section 162(m) of the Internal Revenue Code disallows public companies a federal income tax deduction for remuneration in excess of $1 million paid in any fiscal year to their chief executive officer and certain other executive officers.    As a result of a transition rule applicable to newly public companies, the Section 162(m) deduction limit generally does not apply to compensation paid pursuant to an arrangement that was in existence prior to our initial public offering if certain requirements are met.

In taxable years beginning prior to January 1, 2018, there was also an exemption from the Section 162(m) deduction limit for “performance-based compensation.” However, this exemption has been repealed. As a result, it is no longer available as a means of enhancing the deductibility of compensation paid to our CEO and other executive officers.

While our Compensation Committee is mindful of the benefit of deducting compensation, it believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted even though some portion may result in non-deductible compensation expense. While the transition relief for newly public companies may help minimize the effect of the Section 162(m) deduction in the short-term, we expect that in future years some portion of our Named Executive Officers’ compensation will not be fully deductible by us for federal income tax purposes.

Accounting for Stock-Based Compensation

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board of Directors, including options to purchase shares of our common stock and restricted stock unit awards that may be settled for shares of our common stock, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

38

39

Outstanding Equity Awards at 2019 Fiscal Year-End Table

The following table sets forth information regarding each unexercised stock option and unvested restricted stock units held by each of our named executive officers as of January 31, 2019.

The vesting schedule applicable to each outstanding award is described in the footnotes to the table below. For information regarding the vesting acceleration provisions applicable to our named executive officers’ equity awards, see “Potential Payments Upon Termination or Change in Control” below.

40

Fiscal 2019 Potential Payments Upon Termination or Change in Control Benefits

Severance Benefits

Each of our named executive officers is eligible for severance payments and benefits pursuant to their severance and change in control agreements. These agreements have a three-year term from consummation of our initial public offering and supersede any severance provisions in the named executive officer’s offer letters. Pursuant to these agreements, if Mr. Bernshteyn’s employment is terminated by us without cause or he resigns for good reason, he is eligible to receive a lump sum cash payment equal to 12 months of his base salary and target bonus plus $33,000 in lieu of continued health benefits. If the employment of one of our other named executive officers is terminated by us without cause, other than as described below in connection with a change in control, the officer is eligible to receive a lump sum cash payment equal to 6 months of the officer’s base salary plus $16,500 in lieu of continued health benefits. If the named executive officer’s employment is terminated by us without cause or the officer resigns for good reason, in either case within 3 months prior to or 12 months after a change in control, the officer will be eligible to receive a lump sum severance payment equal to 12 months of the officer’s base salary plus $33,000 in lieu of continued health benefits. In addition, in the event of a qualifying termination of employment within 3 months prior to or 12 months after a change in control, our named executive officers’ outstanding equity awards will accelerate as described in “Equity Acceleration” below. These severance payments and benefits are contingent on the named executive officer’s execution of a release of claims and, if requested, resignation from our board of directors.

41

Equity Acceleration

Unless we provide otherwise when an equity award is granted, vesting of the equity awards granted to our named executive officers will accelerate in full in the event the employment of the officer is terminated without cause or he or she resigns for good reason, in either case within 3 months prior to, or 12 months after, a change in control. In the case of the performance option granted to Mr. Bernshteyn in fiscal 2019, this acceleration will only apply to the extent the option remains outstanding following a change in control. In addition, Mr. Bernshteyn was granted an option to purchase 545,000 shares of our common stock in February 2016 that will accelerate with respect to 50% of the then-unvested shares if his employment is terminated by us without cause or he resigns for good reason at any time.

CEO Performance Option

All or a portion of the performance option granted to Mr. Bernshteyn in fiscal 2019 will be cancelled in connection with a change in control if the closing price of our common stock on the trading day prior to the change in control (the “CIC price”) is less than the stock price target applicable to the option of $171.75 per share. If the CIC price is less than $110.11, which represents the midpoint between the exercise price applicable to the option and the stock price target, the option will be cancelled. If the CIC price is in between $110.11 and $171.75, the number of option shares cancelled will be determined by linear interpolation. Any portion of the option that remains outstanding will vest pursuant to the service-based vesting schedule applicable to the option.

For purposes of the severance and acceleration payments and benefits described above, the terms “cause,” “change in control” and “good reason” have the following meanings:

“Cause” means an officer’s unauthorized use or disclosure of our confidential information or trade secrets which causes material harm, material breach of any agreement with us, material failure to comply with our written policies or rules, conviction of a felony, gross negligence or willful misconduct, continuing failure to perform assigned duties or failure to cooperate in good faith with a governmental or internal investigation.

“Good Reason” means a substantial adverse change in the officer’s responsibilities, authority, powers, functions or duties, a material reduction in the officer’s base salary, a substantial reduction in benefits other than certain across-the-board reductions, or a requirement that the officer relocate more than 50 miles.

“Change in control” means a sale of all or substantially all our assets, consummation of a merger of the company with or into another entity if our capital stock represents less than 50% of the voting power of the surviving entity or its parent, or, in the case of Messrs. Bernshteyn and Ford, any person acquires ownership of more than 50% of our voting stock, or certain changes in the composition of our board of directors.

In addition, pursuant to our equity plans, an outstanding award held by an active service provider will accelerate in full if it is not continued, assumed or substituted with an equivalent award in connection with a change in control.

42

The following table reflects the potential payments and benefits to which our named executive officers would be entitled under the arrangements described above, assuming that both a change in control (if applicable) and termination of employment occurred on January 31, 2019 (the last day of our 2019 fiscal year).

CEO Pay Ratio Disclosure

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Robert Bernshteyn (our “CEO”):

For fiscal 2019:

We identified the employee with compensation at the median of the annual total compensation of all our employees using the following methodology:

In determining our employee population, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on January 31, 2019, whether employed on a full-time, part-time, seasonal or temporary basis. We did not include any contractors or other non-employee workers in our employee population. As permitted by SEC rules we excluded approximately 180 employees of Aquiire, DCR Workforce and Hiperos, which are companies we acquired in transactions that closed during fiscal 2019.Thus, our employee population used to determine our median employee, after taking into consideration the adjustments described above, consisted of approximately 1,000 individuals.

43

To identify our median employee, we chose to use base wages and target variable cash compensation for the 12-month period from February 1, 2018 through January 31, 2019. For simplicity, we calculated annual base pay using a reasonable estimate of the hours worked during 2018 for hourly employees and actual salary paid for our remaining employees.

For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the average applicable exchange rates in effect during January 2019. For permanent employees hired during fiscal 2019, we annualized their salary or base pay as if they had been employed for the entire measurement period. We did not make any cost-of-living adjustments.

Once we determined our median employee, we then calculated the annual total compensation for this individual using the same methodology we use to calculate the amount reported for our CEO in the “Total” column of the Fiscal 2019 Summary Compensation Table as set forth in this proxy statement.

Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.

44