PCPL CC Neuberger Principal Holdings I

Executive Compensation Highlights

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HOW DO I VOTE?

We are providing these proxy materials in connection with E2open Parent Holdings, Inc.’s 2022 Annual Meeting of Stockholders (the Annual Meeting). The Notice of Internet Availability of Proxy Materials (the Notice), this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our most recently filed Annual Report on Form 10-K, were first made available to stockholders on or about May 27, 2022. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

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

Vote on the Internet

If you are a stockholder of record, you may submit your proxy by going to http://www.proxypush.com/ETWO and following the instructions provided in the Notice. If you requested printed proxy materials, you may follow the instructions provided with your proxy materials and on your proxy card. If your shares are held with a broker, you will need to go to the website provided on your Notice or voting instruction card. Have your Notice, proxy card or voting instruction card in hand when you access the voting website. On the Internet voting site, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.

Vote by Telephone

If you are a stockholder of record, you can also vote by telephone by dialing 1-866-362-5470. If your shares are held with a broker, you can vote by telephone by dialing the number specified on your voting instruction card. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded. Have your proxy card or voting instruction card in hand when you call.

Vote by Mail

If you have requested printed proxy materials, you may choose to vote by mail, by marking your proxy card or voting instruction card, dating and signing it, and returning it in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Proxy Tabulator, P.O. BOX 8016. Cary, NC 27512-9903. If the envelope is missing and your shares are held with a broker, please mail your completed voting instruction card to the address specified therein. Please allow sufficient time for mailing if you decide to vote by mail.

Please note that if you received a Notice, you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet and how to request paper copies of the proxy materials.

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Voting at the Annual Meeting

The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote on the virtual meeting platform. The shares voted electronically, telephonically, or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting.

Attending the Annual Meeting

This year’s Annual Meeting will be held in a virtual format only. The accompanying proxy materials and the meeting’s website, https://www.proxydocs.com/ETWO, include instructions on how to participate in the meeting and how you may vote your shares of E2open stock. To be admitted to the Annual Meeting online, vote and submit questions during the meeting, you must enter the control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves enough time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

We encourage you to access the Annual Meeting before it begins. Online check-in will start 15 minutes before the meeting on July 8, 2022. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the meeting log-in page.

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Board of Directors’ Structure and Governance

Nominees for Directors

Our Board of Directors (the “Board”) consists of 9 directors, 6 of whom were elected at the time of our initial public offering in February 2021. Mr. Abell was added to the Board in April 2021 to ensure we had sufficient independent directors serving on our Audit Committee, as required by NYSE regulations. At the time of the BluJay acquisition in September 2021, Mr. Shah and Mr. Fichtner were added to the Board pursuant to the Amended and Restated Investor Rights Agreement.

Our certificate of incorporation provides for a classified board of directors: Class I, Class II and Class III. At this annual meeting, only the Class I directors (Mr. Abell, Dr. Daffron and Ms. Harris) have been nominated for election.

Director Qualifications

Our Corporate Governance Guidelines (described in “Corporate Governance—Corporate Governance Guidelines” on page 18) contain Board membership criteria that apply to Board nominees recommended by the Nominating, Sustainability & Governance Committee (the “NSG Committee”). The NSG Committee strives for a mix of skills, experience and perspectives that will help create an outstanding, diverse, dynamic and effective Board. In selecting nominees, the NSG Committee assesses the independence, character and acumen of candidates and endeavors to collectively establish areas of core competency of the Board, including, among others, industry and technical knowledge and experience; management, accounting and finance expertise; and demonstrated business judgment, leadership and strategic vision. The NSG Committee values a diversity of backgrounds, experience, perspectives and leadership in different fields when identifying nominees. The NSG Committee is committed to actively seeking women and minority candidates for the pool from which director candidates are chosen and is taking steps during fiscal 2023 to create a well-rounded pool of diverse candidates should a need arise to fill a director vacancy.

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Below we identify the key experiences, qualifications and skills our director nominees bring to the Board and that the Board considers important in light of E2open’s business and industry.

The experiences, qualifications, and skills of each director are included below the directors’ individual biographies on the previous pages. The Board concluded that each of the Class I nominees should serve as a director based on the specific experience and attributes listed above and the direct personal knowledge of each nominee’s previous service on the Board, including the insight and collegiality each nominee brings to the Board’s functions and deliberations. The age of each director is provided as of May 9, 2022, the record date for the Annual Meeting.

Recommendations of Director Candidates

The NSG Committee will consider all properly submitted candidates recommended by stockholders for Board membership. Any stockholder wishing to recommend a candidate for consideration for nomination by the NSG Committee must provide written notice to the Corporate Secretary of E2open by email (generalcounsel@e2open.com) with a confirmation copy sent by mail to the company’s corporate headquarters in Austin, Texas, which address is provided on the proxy notice. The written notice must include the candidate’s name, biographical data, qualifications and a written consent from the candidate agreeing to be named as a nominee and to serve as a director if nominated and elected. By following these procedures, a stockholder will have properly submitted a candidate for consideration. However, there is no guarantee that the candidate will be nominated.

Potential director candidates are generally suggested to the NSG Committee by current Board members and stockholders and are evaluated at meetings of the NSG Committee. In evaluating such candidates, every effort is made to complement and strengthen skills within the existing Board. The NSG Committee seeks Board approval of the final candidates recommended by the NSG Committee. The same evaluation procedures apply to all candidates for director, whether submitted by stockholders or otherwise.

Information regarding procedures for the stockholder submission of director nominations to be considered at our next annual meeting of stockholders may be found in “Stockholder Proposals for the 2023 Annual Meeting” on page 53. Submissions must follow the requirements set forth in our bylaws.

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Board Meetings

Committees, Membership and Meetings

The current standing committees of the Board are the Audit Committee, the Nominating, Sustainability & Governance Committee (“NSG Committee”), the Compensation Committee and the Risk Committee. The Risk Committee was established in October 2021 to provide enhanced oversight of significant areas of risk facing E2open, including cybersecurity, human capital, and global business issues.

Each committee reviews its charter at least annually, or more frequently as legislative and regulatory developments and business circumstances warrant. Each of the committees may make additional recommendations to our Board for revision of its charter to reflect evolving best practices. The charters for all committees are posted on our website at https://investors.e2open.com/governance/governance-documents/default.aspx.

     Chairman of the Board           Committee Chair           Committee Member

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The Board has determined that all directors who served during fiscal 2022 on the Compensation, Audit, NSG and Risk Committees were independent under the applicable New York Stock Exchange (NYSE) listing standards during the periods they served on those committees. The Board has also determined that all directors who served during fiscal 2022 on the Compensation and Audit Committees satisfied the applicable NYSE and U.S. Securities and Exchange Commission (SEC) heightened independence standards for members of compensation and audit committees during the periods they served on those committees. See “Corporate Governance—Director Independence” on page 21 for more information.

Audit Committee

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

The Audit Committee held executive sessions with our independent registered public accounting firm on at least four occasions in fiscal 2022. The Board has determined that each member of the Audit Committee satisfies the financial literacy requirements of the NYSE and that Mr. Maudlin is an audit committee financial expert, as that term is defined under SEC rules.

Compensation Committee

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

The Compensation Committee helps us attract and retain talented executive personnel in a competitive market. In determining any component of executive or director compensation, the Compensation Committee considers the

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aggregate amounts and mix of all components in its decisions. Our legal department, human resources department and the independent compensation consultant support the Compensation Committee in its work. For additional details regarding the Compensation Committee’s role in determining executive compensation, including its engagement of an independent compensation consultant, refer to “Executive Compensation—Compensation Discussion and Analysis” beginning on page 22.

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CORPORATE GOVERNANCE

We regularly monitor developments in corporate governance and review our processes and procedures in light of such developments. As part of those efforts, we review federal laws affecting corporate governance, as well as rules adopted by the SEC and NYSE. We believe we have in place corporate governance procedures and practices that are designed to enhance our stockholders’ interests.

Corporate Governance Guidelines

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

The Board and each committee have the power to hire legal, accounting, financial or other outside advisors as they deem necessary in their best judgment without the need to obtain the prior approval of any officer of E2open. Directors have full and free access to officers and employees of E2open and may ask questions and conduct investigations as they deem appropriate to fulfill their duties.

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

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

Under the Guidelines, the Board periodically evaluates the appropriate size of the Board and may make any changes it deems appropriate. The Compensation Committee is required under the Guidelines to conduct an annual review of our CEO’s performance and compensation, and the Board reviews the Compensation Committee’s report to ensure the CEO is providing the best leadership for E2open in the short and long term.

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

Prohibition on Speculative Transactions and Pledging

Prohibition on Speculative Transactions. Our Insider Trading Policy prohibits all employees, including our executive officers, and non-employee directors, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, short sales, puts, collars, straddles and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of E2open securities. The prohibition does not apply to the exercise of any employee stock options granted by E2open.

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Prohibition on Pledging. The Insider Trading Policy prohibits E2open directors, executive officers and their immediate family members from holding E2open securities in a margin account or pledging E2open securities as collateral to secure or guarantee indebtedness.

Stock Ownership Guidelines for Directors and Senior Officers

Non-employee directors and senior officers are required to own shares of E2open common stock to align their interests with the long-term interests of our stockholders. The Compensation Committee sets and periodically reviews and makes changes to these ownership requirements, which we refer to as the Stock Ownership Guidelines. Under the Stock Ownership Guidelines, our non-employee directors and executive leadership team must own the following number of shares of common stock within five years from the date such person becomes a director or senior officer:

Each person promoted from within the senior officer positions has three years from the date of his or her promotion to comply with any increased ownership requirement. Shares of E2open common stock that count toward satisfying the Stock Ownership Guidelines include common stock owned directly, common stock obtained through stock option exercises, deferred stock units, unvested restricted stock or restricted stock units (net of taxes), and common stock of beneficially owned in a “family trust” or by a spouse and/or minor children. As we went public in February 2021, our non-employee directors and senior officers are in the process of building their ownership towards the noted ownership requirement and have additional time to comply.

Board Leadership Structure

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

The Board believes the separation of the offices of the Chair and CEO is appropriate because it allows our CEO to focus primarily on E2open’s business strategy, operations and corporate vision. The Board elects our Chair and our CEO, and each of these positions may be held by the same person or by different people. We believe it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of our needs and leadership at a given point in time. The Board believes our company and our stockholders benefit from this flexibility, as our directors are well positioned to determine our leadership structure given their in-depth knowledge of our management team, strategic goals, and opportunities and challenges.

We believe that independent and effective oversight of E2open’s business and affairs is maintained through the composition of the Board, the leadership of our independent directors and Board committees and our governance structures and processes. The Board consists of a substantial majority of independent directors, and the Board’s Compensation, Audit, NSG and Risk Committees are composed solely of independent directors.

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

The Board is kept informed of each committee’s risk oversight and other activities via regular reports of the committee chairs to the full Board. In addition, the Board plays an active oversight and risk mitigation role through its regular review of E2open’s strategic direction. While management is responsible for setting strategic direction, the directors regularly review E2open’s strategy. One Board meeting each year is dedicated to strategy where the Board engages in candid discussions with management with respect to E2open’s strategic direction. We believe this Board oversight helps identify and mitigate risks associated with our overall business strategy.

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Director Independence

Our certificate of incorporation provides for a classified board of directors: Class I, Class II and Class III. Each class of directors is elected for a three-year period, with the exception of the initial Class I directors, who only served a one-year term and the initial Class II directors, who will only serve a two year term and be up for re-election at the annual meeting of stockholders held in July 2023. At this annual meeting, only the Class I directors (Mr. Abell, Dr. Daffron and Ms. Harris) have been nominated for election.

Upon the recommendation of the NSG Committee, the Board determined that each of the following eight current directors is independent (as defined by applicable NYSE listing standards and our Corporate Governance Guidelines): Mr. Abell, Mr. Chu, Dr. Daffron, Mr. Fichtner, Ms. Harris, Mr. Hinkle, Mr. Maudlin and Mr. Shah. Therefore, all directors who served during fiscal 2022 on the Compensation, Audit, NSG and Risk Committees were independent under the applicable NYSE listing standards and SEC rules. The Board further determined, upon recommendation of the NSG Committee, that all directors who served during fiscal 2022 on the Compensation and Audit Committees satisfied the applicable NYSE and SEC heightened independence standards for members of compensation and audit committees.

In making the independence determinations, the Board considered all facts and circumstances relevant under the NYSE listing standards and SEC rules, including any relationships between E2open and entities affiliated with the directors.

The non-employee directors held an executive session following each of the regularly scheduled Board meetings, for a total of at least four executive sessions in fiscal 2022.

Director Tenure, Board Refreshment and Diversity

We do not impose director tenure limits or a mandatory retirement age. As we have only been public for one year, the Board does not feel the need to impose any limitations at this time. However, the NSG Committee will review such policies and determine if it makes sense to formalize a policy as we mature and grow.

The Board and the NSG Committee value diversity of backgrounds, experience, perspectives and leadership in different fields when identifying nominees. As set forth in our Guidelines, the NSG Committee, acting on behalf of the Board, is committed to actively seeking women and minority candidates for the pool from which director candidates are selected. Presently, 3 of our 9 Board members are women or come from a diverse background.

Director Self-Evaluations

The Board and each committee of the Board conduct a formal annual self-evaluation to assess the business skills, experience, and background represented on the Board and to determine whether the Board and its committees are functioning effectively. During the year, the NSG Committee receives input on the Board’s performance from directors and discusses the input with the full Board and oversees the self-evaluation process. The self-evaluation focuses on whether the Board is operating effectively and on areas in which the Board or management believes that the Board or any of its committees could improve. Each year the NSG Committee discusses and considers the appropriate approach and approves the form of the self-evaluation. The results of the self-evaluation are reviewed by the NSG Committee and summarized for the full Board. Any recommendations for improvement are reviewed by the full Board and appropriate plans are initiated by the Board to address such recommendations.

Communications with the Board

Any person wishing to communicate with any of our directors, including our independent directors, regarding E2open may send an email to generalcounsel@e2open.com or may write to the director, c/o the Corporate

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Secretary of E2open at 9600 Great Hills Trail, Suite 300E, Austin, Texas 78759. The Corporate Secretary will forward relevant communications directly to the director(s) specified or, if none is specified, to the Chairman of the Board. In addition, we present all such communications, as well as draft responses, at meetings of our NSG Committee. These communications and draft responses are also provided to the appropriate committee or group of directors based on the subject matter of the communication; for example, communications regarding executive compensation are provided to our Compensation Committee, in addition to our NSG Committee.

Employee Matters

Code of Conduct. When we went public in February 2021, we adopted a Code of Ethics and Business Conduct (the “Code of Conduct”), which is periodically reviewed and amended by the Board. The Code of Conduct was overhauled and approved by Board in October 2021. We require all employees, including our senior officers and our employee directors, to read and to adhere to the Code of Conduct in discharging their work-related responsibilities. We provide mandatory web-based general training with respect to the Code of Conduct, and we provide additional live and web-based training on specific aspects of the Code of Conduct from time to time to certain employees. Employees are expected to report any conduct they believe in good faith to be a violation of the Code of Conduct. The Code of Conduct is posted on our website at https://investors.e2open.com/overview/default.aspx. We intend to disclose on our website any future amendments of the Code of Conduct or any waivers granted to our executive officers from any provision of the Code of Conduct.

Ethics Reports. With oversight from the Audit Committee, we have established an anonymous reporting channel employees may use to seek guidance or submit reports concerning compliance and ethics matters, including accounting, internal controls and auditing matters. This reporting hotline may be accessed either over the phone or by way of a secure Internet site. Employees may contact the helpline 24 hours a day, seven days a week. Employees who contact the helpline, whether over the phone or online, generally may choose to remain anonymous. Management reviews all submitted reports, with the Chairman of the Audit Committee also receiving all reports to determine if any matter requires escalation.

Whistleblower Policy. The Audit Committee has adopted a whistleblower policy for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters, the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters, and to alert the Audit Committee to possible problems before they have serious consequences to E2open. These procedures relate to complaints or concerns regarding accounting, internal accounting controls or auditing matters of E2open including, but not limited to, the following: fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement; fraud or deliberate error in the recording or maintaining of financial records; deficiencies in or noncompliance with internal accounting controls, misrepresentations or false statements to or by a senior officer of E2open or an accountant regarding a matter contained in the financial records, financial reports or audit reports; and deviation from full and fair reporting of E2open’s financial condition. This policy applies to all employees, independent contractors, and consultants, who work for E2open.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information regarding the fiscal 2022 compensation program for our named executive officers, or “NEOs.” The following provides an overview of our executive compensation philosophy, the objectives of our executive compensation program, and each material element of compensation. In addition, we explain how and why the Compensation Committee and the Board arrived at the specific compensation policies and decisions involving our NEOs during fiscal 2022. For fiscal 2022, our NEOs were:

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We went public February 2021 and had a tremendous first year as a public company; our fiscal year 2022 ran from March 1, 2021 to February 28, 2022. As we head into fiscal year 2023, we believe that the market for our multi-faceted supply chain platform presents a substantial opportunity, as our products play a critical role in improving the health and resiliency of the world’s most important supply chains.

Business Highlights

As covered earlier, fiscal year 2022 was a year of tremendous growth and accomplishment at E2open. Below are just some of the key accomplishments that we achieved over the last year:

Highlights of Fiscal Year 2022 Executive Compensation

In our first year as a public company, our fiscal 2022 executive compensation program was designed to incentivize our executive officers to transform into a world class public company, drive organic revenue growth and complete transformative acquisitions. In line with our performance and compensation objectives, during fiscal 2022, we took the following compensation actions for our executives, including the named executive officers:

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The Compensation Committee believes a combination of base salary, 100% at-risk short-term cash incentive compensation and equity awards, including performance-based RSUs and options, effectively supports our compensation objectives.

Fiscal 2022 Executive Compensation Policies and Practices

We endeavor to maintain governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on an ongoing basis to ensure it is consistent with our short- term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were put in effect during fiscal 2022, our first full year as a public company:

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Executive Compensation Program Objectives

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

To achieve these objectives, the Compensation Committee regularly evaluates our executive compensation program with the goal of setting compensation at levels it believes are aligned with our current financial and operational business objectives, as well as competitive with the pay of other companies with whom we compete for executive talent. A majority of the target total direct compensation opportunities of our NEOs are incentive-based and, consequently, “at risk.” These opportunities include an annual cash bonus opportunity that may be earned based on the level of achievement as measured against pre-established performance goals related to the important financial objectives set forth in our annual operating plan. These opportunities also consist of long-term incentive compensation in the form of equity awards that are earned over time based on continued service and, in the case of performance-based RSUs and options subject to achievement of performance goals, which help us retain our named executive officers and align their interests with those of our stockholders by allowing them to participate in our long-term success as reflected in stock price appreciation.

Compensation-Setting Process

Role of Compensation Committee

The Compensation Committee is responsible for overseeing our executive compensation program and all related policies and practices. The Compensation Committee operates pursuant to a formal written charter approved by our Board, which is available on our website at https://investors.e2open.com/overview/default.aspx.

At least annually, the Compensation Committee reviews our executive compensation program and formulates recommendations for the consideration and approval by the Board of the various elements of our named executive officers’ compensation, as well as any employment arrangements with our NEOs. In doing so, the Compensation Committee is responsible for ensuring that the compensation of our NEOs is consistent with our executive compensation philosophy and objectives. The Compensation Committee also determines whether each compensation element provides appropriate incentives and motivation to our NEOs and whether each such element adequately compensates our NEOs relative to individuals holding comparable positions at the companies with which we believe we compete for executive talent.

The Compensation Committee meets regularly during the fiscal year both with and without the presence of our CEO and other NEOs. The Compensation Committee also discusses compensation issues with our CEO (except with respect to his own compensation) and other members of the Board between its formal meetings.

Role of Named Executive Officers and Other Employees

The Compensation Committee receives support from our human resources, legal and finance departments in designing our executive compensation program and analyzing competitive market practices. Our CEO regularly participates in Compensation Committee meetings, providing management input on organizational structure, executive development, and financial analysis. Our CEO also develops and provides recommendations (except

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with respect to his own compensation) to the Compensation Committee regarding the cash and equity compensation for our NEOs and other executives, including with regard to the use of incentive compensation to further our growth. Our CEO and other NEOs are not present when their specific compensation arrangements are discussed.

Role of Compensation Consultant

In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisers. In fiscal 2022, the Compensation Committee engaged FW Cook to assist it with compensation matters. A representative of FW Cook attended a majority of the meetings of the Compensation Committee during fiscal 2022, responded to inquiries from the Compensation Committee at meetings and throughout the fiscal year, and provided its analysis with respect to these inquiries.

The nature and scope of services provided to the Compensation Committee by FW Cook leading up to our IPO and throughout fiscal 2022 included: creating a compensation peer group for review and approval; analyzing the executive compensation levels and practices of the companies in our compensation peer group; providing advice with respect to compensation best practices and market trends for named executive officers and directors; assisting with the design of the annual cash incentive plan and long-term incentive compensation plan with appropriate performance goals and targets for our named executive officers and other executives; and providing generalized ad hoc advice and support throughout the year.

FW Cook does not provide any services to us other than the services provided to the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the NYSE and has concluded that no conflict of interest exists with respect to the work that FW Cook performs for the Compensation Committee.

Competitive Positioning

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

Prior to the IPO, FW Cook compared a small group of direct peers, including Descartes, Kinaxis, Manhattan Associates and SPS Commerce, to assist the Compensation Committee in setting total compensation for the executive leadership team for fiscal 2022. As a pre-IPO company, the Compensation Committee did not establish a fulsome peer group prior to setting initial NEO total compensation due to lack of meaningful financial metrics to compare against.

In March 2022 for fiscal 2023, FW Cook assisted the Compensation Committee in establishing the first official compensation peer group. The criteria used to identify peer companies was generally consistent with market practices and targeted companies falling within a revenue range of 1/3x – 3x revenue and market cap focused on software companies in supply chain and logistics or in the broader systems software or application software industries where E2open could compete for executive talent. The relevance of each peer company was evaluated taking into consideration both industry comparability as well as financial metrics, and companies are not required to meet all selection criteria for inclusion in the peer group. The fiscal year 2023 peer group consists of the following companies:

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Base Salary

Based on a review of competitive market data presented by FW Cook, the Compensation Committee set the base salaries of our executives, including the NEOs, as part of establishing our executive compensation program and made recommendations to the Board for approval taking into account competitive market practices. The Board set the base salaries of our NEOs at levels that are competitive with the market as reflected in our compensation peer group, after taking into consideration each individual NEO’s role and the scope of his or her responsibilities, his or her experience, and the base salary levels of the other executives.

The following table sets forth each NEO’s base compensation for fiscal 2022.

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Annual Cash Incentive Plan

As part of the initial total compensation package for the NEOs, the Compensation Committee established an executive annual incentive plan to motivate and incentivize our NEOs to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual cash incentive awards constituted a significant percentage of the target total direct compensation opportunity for our NEOs. For fiscal 2022, the Compensation Committee set the executive annual incentive plan to be 100% at-risk subject to the following one-year performance metrics: 60% organic revenue growth, 20% net bookings and 20% adjusted EBITDA. This plan was designed to pay in excess of target when we exceed our annual financial objectives and below-target to zero when we do not achieve these objectives. Following the BluJay acquisition in September 2021, which substantially changed the fundamental financials of the business, the Compensation Committee reviewed and approved a change of the organic revenue target to 10% organic revenue growth and increased the upside payout for over-achievement to 300% for fiscal year 2022 only to reflect the Committee’s desire to increase the incentive to management for over-performance following the acquisition.

After completion of fiscal 2022, the Compensation Committee reviewed final performance against the pre-established goals, which were audited and validated by an independent third-party audit firm. The Compensation Committee reviewed and affirmed the following final performance:

The table below shows annual target bonus opportunity as a percentage of base salary plus final payout for fiscal 2022.

Long-Term Incentive Compensation

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

Typically, we grant these equity awards to our NEOs during the first fiscal quarter of the fiscal year in connection with our annual performance reviews. In determining the size of the long-term incentive compensation awards, the CEO makes recommendations for the other NEOs based on each NEO’s experience, performance, current equity holdings, retention risk and the position’s operational complexity, strategic impact, and scope of responsibilities in addition to the peer group and broader market survey data comparisons. The Compensation Committee considers similar factors when determining the CEO’s long-term incentive compensation awards, which it then recommends to the Board for approval. The target award opportunities for each participant are expressed as a U.S. dollar value. Further, the target award opportunity is structured to align pay and performance, as outlined in more detail under “Fiscal 2022-Executive Performance (Organic Revenue

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Growth),” and to drive shareholder value by putting a larger portion of compensation at risk. Approximately 66% of the value of the NEO’s fiscal 2022 target long-term incentive was allocated to organic revenue growth and 33% was allocated to time-based RSUs.

For fiscal 2022, the Board approved awards of time-based restricted stock units, performance-based restricted stock units and performance-based options to our NEOs as set forth in the following table. The performance-based options were granted on March 1, 2021, and the restricted stock units were granted on May 21, 2021. These awards were determined based on the Board’s and Compensation Committee’s consideration of the above-described factors, in consultation with FW Cook. The time-based restricted stock units vest over a three-year period, with one-third (1/3) vesting on the first anniversary and the remainder vesting in equal installments in 2023 and 2024, subject to the recipient’s continuous service with us. The performance-based equity vests over a four-year period, with one quarter vesting on the first anniversary and the remainder vesting in equal installments in 2023, 2024 and 2025, subject to continuous service with us. The number of performance-based restricted stock units and options that vest is based upon attainment of the one-year organic revenue growth target for fiscal 2022, as determined by the Compensation Committee.

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Long-Term Equity Awards at Target

 

 

NEO		Restricted Stock Unit Awards (# of shares granted)		Performance Restricted Stock Unit Awards (# of shares granted at target)		Performance Options (# of options at 200% of target) (1)		Aggregate Grant Date Fair Value of RSU Awards ($) (2)		Aggregate Grant Date Fair Value of Options ($) (3)
Michael Farlekas		153,531		153,531		736,360		3,951,888		3,272,961
Jarett Janik		68,270		68,270		327,436		1,757,270		1,455,382
Laura Fese		34,084		34,084		163,472		877,322		726,598
Peter Hantman		68,270		68,270		327,436		1,757,270		1,455,382
Pawan Joshi		54,555		54,555		261,654		1,404,246		1,162,956

(1) In order to tie the grant date exercise price to all potential options, NEOs were issued options representing 200% performance achievement. Upon determination of performance, the unearned options below 200% forfeit back to the 2021 Omnibus Equity Incentive Plan. Due to disclosure rules, the above table and the Summary Compensation Table will reflect the value of the option-portion of the award at 200% performance despite that the actual target value is 50% of the stated grant date fair value.

(2) The target aggregate grant date value of equity awards includes the value of PSUs based on the closing price of our common stock on the date of grant on May 21, 2021, which was $12.87. This value differs from the value

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reported in our Summary Compensation Table, which reflects the accounting grant date fair value of the award using the methodology required under FASB ASC 718 accounting standards.

(3) Aggregate grant date fair value of the options calculated in accordance with FASB ASC 718.

In fiscal 2022, each of our NEOs received a performance restricted stock unit grant and performance options as part of their long-term equity incentive grant. The Compensation Committee believes that it is important to focus on shareholder value creation and align executive rewards to organic revenue growth, which management believes is a key measure to determine the long-term success of E2open in its current phase of growth as a new public company. Both the performance restricted stock units and the performance options were originally based on a one-year organic revenue growth target of 11% as reviewed and approved by the Compensation Committee in February 2021. Following the BluJay acquisition in September 2021, which substantially changed the fundamental financials of the business, the Compensation Committee reviewed and approved a change of the target to 10% organic revenue growth and increased the upside payout for over-achievement to 300% for fiscal year 2022 only to reflect the Committee’s desire to increase the incentive to management for over-performance following the acquisition. After completion of fiscal year 2022, the Compensation Committee reviewed final performance against the pre-established organic revenue growth goal, which was audited and validated by an independent third-party audit firm. Final performance was determined to be 144.7% of target, which resulted in the following final shares and options earned by the NEOs.

A word about the reported value in the Summary Compensation Table

Under SEC rules, the Summary Compensation Table which follows the Compensation Discussion and Analysis is required to specify an accounting expense value for the performance stock option grant based on the value on the date of grant. We recognize that the reported stock option values appear large in comparison to overall executive compensation levels at peer companies. However, note that the values reported in the Summary Compensation Table reflect the grant of the options assuming 200% performance (double the target value), which is required in order to tie the exercise price to all options capable of being earned. Upon determination of performance, options are forfeited back to the plan to reflect actual performance achieved.

BluJay Acquisition Bonus and BluJay Synergy Plan

Fiscal 2022 was a complex year for the NEOs as the executive leadership team worked diligently to transform E2open from a private company to a public company, including filing multiple material registrations statements and our first Form 10-K within three months of going public, creating from scratch an auditable internal control program that met Sarbanes-Oxley standards, revamping global compensation programs to align with public company standards and the like. In the midst of this difficult work, the NEOs announced the acquisition of BluJay Solutions, Ltd. in May, which closed on September 1, 2021. This transformational acquisition added over 1,000 employees across the globe and several new product lines that needed to be integrated into the E2open

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family of products. In recognition of the hard work and dedication of the NEOs to complete this significant workload, the Compensation Committee recommended and the Board approved the following one-time cash bonuses to the NEOs, which were paid out in early September:

In addition to the one-time bonus, upon the recommendation of the Compensation Committee, the Board approved the adoption of a Synergy Bonus Plan, which provides for a cash bonus to our executive team, including our NEOs, and certain other designated employees, to motivate achievement of operational efficiency goals measuring cost reductions and revenue generation. The objective of the Synergy Bonus Plan was to provide an incremental cash incentive intended to recognize and reward outperformance over 18 months from the closing of the BluJay acquisition.

Cost savings achieved by E2open will fund the Synergy Bonus Plan with minimum annual recurring cost savings required. No bonuses will be paid if revenue growth is not at least 10% during the performance period, combined to include BluJay business results. Performance will be measured every 6 months from the September 1, 2021 acquisition date for a total of 18 months (end of FY23) and will exclude the impact (expenses and revenue) of any future acquisitions. No payouts were approved by the Compensation Committee during fiscal 2022.

Health, Welfare, and Other Benefits

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

Perquisites and Other Personal Benefits

Although we do not have a formal policy relating to perquisites and other personal benefits, we do not include perquisites as part of our executive compensation program. During fiscal 2022, we did not provide any perquisites or other personal benefits to our NEOs.

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

Risk Assessment of Compensation Policies and Practices

The Compensation Committee and management work together to perform a risk assessment of our executive compensation programs on at least an annual basis to determine whether any risks arising from such programs and policies are reasonably likely to have a material adverse effect on the Company. The Compensation Committee discusses this assessment with management and the ways in which risk is effectively managed or mitigated as it relates to our compensation programs and policies. During fiscal 2022, we assessed the risks associated with our compensation programs for all employees and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

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Because our compensation programs put a heavy emphasis on performance-based incentives, we strive to ensure that such incentives do not result in actions that may conflict with the long-term best interests of the Company and our stockholders. The Compensation Committee believes that our compensation programs do not encourage excessive risk taking but instead encourage behaviors that support sustainable value creation for the Company and our stockholders. We believe that our compensation program reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards.

Tax and Accounting Considerations

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

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

Policy Prohibiting Derivatives Trading, Hedging and Pledging of Equity Securities

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

Accounting for Stock-Based Compensation

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

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

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lead engagement partner. In deciding to engage EY, our Audit Committee reviewed, among other factors, registered public accounting firm independence issues raised by commercial relationships we have with the other major accounting firms. We have no commercial relationship with EY that would impair its independence. Consequently, at this time, the Audit Committee does not believe that a rotation of registered public accounting firms is merited and believes that the continued retention of EY to serve as our independent registered public accounting firm is in the best interests of E2open and its stockholders.

The Audit Committee reviews audit and non-audit services performed by EY, as well as the fees charged by EY for such services. In its review of non-audit service fees, the Audit Committee considers, among other things, the possible effect of the performance of such services on the registered public accounting firm’s independence. Additional information concerning the Audit Committee and its activities with EY can be found in the following sections of this proxy statement: “Board of Directors—Committees, Membership and Meetings” and “Report of the Audit Committee of the Board of Directors.”

Pre-approval Policy and Procedures. The Audit Committee charter requires it to pre-approve all audit and non-audit services provided to us by EY. Throughout the year, the Audit Committee reviews updates regarding the nature and extent of services provided by EY. The Audit Committee will annually review and pre-approve a dollar amount for each category of services that may be provided by EY without requiring further approval from the Audit Committee. In connection with this pre-approval requirement, the Audit Committee will consider whether the categories of pre-approved services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent registered public accounting firm may be best positioned to provide the most effective and efficient service, for reasons such as its familiarity with our business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance our ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor is necessarily determinative.

The Audit Committee pre-approved all audit and non-audit fees of EY during fiscal 2022.

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Required Vote

The ratification of the selection of EY requires the affirmative vote of the holders of a majority of shares of common stock present or represented and entitled to vote on this matter at our Annual Meeting.

The Board recommends a vote “FOR” the ratification of the selection of EY.

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