DEF: Alkami Technology, Inc. Announces Annual Meeting of Stockholders, Director Nominations and Executive Compensation

Alkami Technology, Inc. will hold its Annual Meeting of Stockholders virtually on May 14, 2025, to vote on director elections, auditor ratification, executive compensation, and the frequency of future executive compensation votes.

Summary

• Alkami Technology, Inc. is holding its Annual Meeting of Stockholders on May 14, 2025, virtually.
• Stockholders of record as of March 17, 2025, are entitled to vote.
• The meeting will address the election of three Class I directors, ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2025, an advisory vote on executive compensation, and an advisory vote on the frequency of future executive compensation votes.
• The Board recommends voting 'For' the election of each director nominee, 'For' the ratification of Ernst & Young LLP, 'For' the advisory vote on executive compensation, and 'For' holding the advisory vote on executive compensation every '1 Year'.
• The Board size will be reduced from nine to eight directors, and Class II will be reduced from four to three directors, effective upon the election of directors at the Annual Meeting.
• Todd Clark and Gary Nelson are Class I directors whose terms expire at the conclusion of the Annual Meeting and have not been nominated for re-election.
• Joseph Payne has been nominated for election as a Class I director.
• Raphael Osnoss has been reclassified from Class II to Class I and nominated to stand for election as a Class I director at the Annual Meeting.
• As of the Record Date, there were 103,000,820 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook, with revenue growth and improved profitability. However, the net loss and the non-binding nature of the executive compensation vote temper the overall sentiment.

Positives

• The company is providing stockholders with multiple avenues to vote, including online, by phone, and by mail.
• The Board is recommending a vote 'For' all proposals, indicating confidence in the company's direction and management.
• The company is committed to corporate governance best practices and recognizes the substantial interests that stockholders have in executive compensation matters.
• The company achieved GAAP total revenue of $333.8 million, an increase of 26.1% year-over-year.
• The company achieved Adjusted EBITDA of $26.9 million, up from $(1.6) million in 2023.
• The company generated cash flow from operating activities of $18.6 million, up from $(17.5) million in 2023.

Negatives

• The company reported a GAAP net loss of $40.8 million for 2024, although this is an improvement from the $62.9 million loss in 2023.

Risks

• The advisory vote on executive compensation is non-binding, so the Board is not obligated to act on the outcome.
• The company's future performance is subject to various risks, including market conditions, competition, and regulatory changes.
• Although our CISO resigned in January of 2025, we have elevated an internal candidate to the role of interim CISO while we search for a replacement.

Future Outlook

The company intends to hold annual say-on-pay votes to approve executive compensation annually, with the next vote anticipated at the 2026 Annual Meeting of Stockholders.

Industry Context

The document references peer group companies in the cloud-based software industry for executive compensation benchmarking, indicating Alkami's focus on attracting and retaining talent in a competitive market.

Comparison to Industry Standards

• The document mentions using a peer group of cloud-based software companies with revenues between 0.5 to 2x of Alkami's estimated revenue for 2024 and market capitalization of 0.25x to 3x compared to the Company as of June 2024.
• The peer group includes companies such as A10 Networks, AvidXchange, BigCommerce, Certara, Definitive Healthcare, Enfusion, Flywire, Health Catalyst, JFrog, MeridianLink, nCino, Olo, PagerDuty, Phreesia, PROS, Q2, Repay, Sprout Social, Workiva, Yext, and Zuora.
• The document also uses data from the Radford Global Technology executive compensation survey to evaluate the competitive market for executive compensation.

Management Changes

Corporate Governance

Legal Proceedings

• Barbara Yastine, one of our directors, was the Co-Chief Executive Officer and a director of Lebenthal for approximately nine months from September 2015 to June 2016.
• In November 2017, approximately 17 months after Ms. Yastine left that position, Lebenthal and certain of its subsidiaries filed voluntary petitions for bankruptcy under Chapter 7 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York.

Related Party Transactions

• A sales executive is the brother-in-law of Stephen Bohanon, our Co-Founder and Chief Strategy Officer.
• The sales executive's total compensation for 2024 was approximately $298,969.
• Mr. Todd Clark, who served as President and Chief Executive Officer of CU Cooperative Systems, Inc. (CU Cooperative) from 2016 to 2023, was a member of the Board through May 14, 2025.
• For the years ended December 31, 2023 and 2022, CU Cooperative, a vendor of the Company, was paid fees of $6.2 million, and $4.4 million, respectively, which relates to services resold to the Company's clients.

Stakeholder Impact

• Shareholders have the opportunity to vote on key decisions regarding the company's governance and executive compensation.
• Employees are affected by the company's compensation policies and benefit plans.
• Customers may be indirectly affected by the company's strategic direction and financial performance.
• The company's performance impacts its suppliers and creditors.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce the results of the voting at the Annual Meeting and in a subsequent Form 8-K filing.
• The Board and Compensation Committee will consider the outcome of the advisory votes when making future decisions.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, directors, executive compensation, audit committee, Ernst & Young, voting, Alkami Technology