Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses ETWO in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named ETWO in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Rachit Lohani | $82,639 | $150,000 | $5,318,018 | $0 | $35,749 | $0 | $372 | $5,586,778 |
| Chief Product and Technology Officer | ||||||||
| Susan Bennett | 435,795 | 250,000 | 3,145,504 | 270,921 | 34,679 | 0 | 1,416 | 4,138,315 |
| Chief Legal Officer and Secretary | ||||||||
| Greg Randolph | 450,000 | 0 | 2,337,728 | 0 | 241,230 | 0 | 13,398 | 3,042,356 |
| Chief Commercial Officer | ||||||||
| Marje Armstrong | 400,000 | 0 | 2,337,728 | 0 | 175,440 | 0 | 11,166 | 2,924,334 |
| Chief Financial Officer and Chief Human Resources Officer | ||||||||
| Andrew Appel | 650,000 | 1,500,000 | 0 | 0 | 356,363 | 0 | 13,650 | 2,520,013 |
| Chief Executive Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Rachit Lohani | $5,586,778 | — | — | — |
| Susan Bennett | 4,138,315 | — | — | — |
| Greg Randolph | 3,042,356 | 6,210,346 | — | −3,167,990 |
| Marje Armstrong | 2,924,334 | 7,192,075 | 6,590,182 | −4,267,741 |
| Andrew Appel | 2,520,013 | 27,649,449 | — | −25,129,436 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Susan Bennett | OPTION | 2025-01-07 | — | — | 164,836 | — | $270,921 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Susan Bennett | $0 | $0 | $270,921 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Susan Bennett | Option | 164,836 | 2.73 | — |
E2open's executive compensation program is designed to attract, develop, motivate, and retain top talent while aligning executive performance with corporate strategies and stockholder interests. A significant portion of total compensation is at-risk, with emphasis on performance-based equity and annual cash incentive payouts tied to organic subscription revenue growth and adjusted EBITDA. Base salaries are set at the median of market with the greatest compensation opportunities focused on performance-based equity.
| CEO STI target (% of salary) | 125% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-07-28 | 130,243,141 | 77,417,374 | 1,528,656 | 62.26% | Passed |
| 2024 | 2024-06-28 | 163,226,328 | 66,470,432 | 1,814,541 | 70.5% | Passed |
| 2022 | 2022-07-08 | 250,734,872 | 6,680,927 | 142,764 | 97.35% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-07-28 | 62.26%a |
| 2024 | 2024-06-28 | 70.5%b |
| 2022 | 2022-07-08 | 97.35%c |
a. Approved under the standard stated in the filing — “Abstentions will be considered present and voting and will have the effect of a vote against a proposal.”.
b. Approved under the standard stated in the filing — “Abstentions will be considered present and voting and will have the effect of a vote against a proposal.”.
c. Approved under the standard stated in the filing — “Abstentions will be counted towards the vote total and will have the same effect as a vote against each of the proposed voting frequencies.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 70 : 1 |
|---|---|
| CEO total compensation | $2,520,013 |
| Median employee compensation | $36,051 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Chinh ChuIndependent · Board Chair · Compensation (Chair) | — | $426,635 | $0 | $0 | $0 | $426,635 |
| Eva HarrisIndependent · Lead Independent Director · Compensation · Audit | 125,000 | 204,553 | 0 | 0 | 0 | 329,553 |
| Timothy MaudlinIndependent · Audit (Chair) | 100,000 | 204,553 | 0 | 0 | 0 | 304,553 |
| Stephen DaffronIndependent · Nominating, Sustainability & Governance (Chair) · Risk | — | 303,906 | 0 | 0 | 0 | 303,906 |
| Keith AbellIndependent · Risk (Chair) · Audit | 95,000 | 204,553 | 0 | 0 | 0 | 299,553 |
| Ryan HinkleIndependent · Compensation | — | 292,217 | 0 | 0 | 0 | 292,217 |
| Martin FichtnerIndependent · Audit · Compensation | 0 | 0 | 0 | 0 | 0 | 0 |
| Andrew AppelEmployee director | 0 | 0 | 0 | 0 | 0 | 0 |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | $204,553 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | 5 times Annual Cash Retainer |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $320,000 |
| Equity awards (grant-date value) | $1,636,417 |
| All other compensation | $0 |
| Total cost of the board | $1,956,417 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies E2open Parent Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including E2open Parent Holdings.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Commvault Systems | 2026 | Sanjay Mirchandani | $693,654 | $18,046,786 | $0 | $1,111,250 | $19,909,500 |
| 2 | Manhattan Associates | 2025 | Eric Clark | 706,667 | 12,162,551 | 0 | 835,375 | 16,762,928 |
| 3 | Guidewire Software | 2025 | Mike Rosenbaum | 750,000 | 12,280,203 | 0 | 975,000 | 14,012,061 |
| 4 | Q2 Holdings | 2025 | Matthew Flake | 520,000 | 10,372,998 | 0 | 552,879 | 11,492,510 |
| 5 | SPS Commerce | 2025 | Chad Collins | 609,658 | 10,789,704 | 0 | 0 | 11,410,244 |
| 6 | Verint Systems | 2025 | Dan Bodner | 807,775 | 9,371,528 | 0 | 532,142 | 10,825,132 |
| 7 | Progress Software | 2025 | Yogesh Gupta | 649,038 | 7,043,127 | 1,800,010 | 845,000 | 10,534,808 |
| 8 | SecureWorks | 2024 | Wendy Thomas | 500,000 | 7,243,375 | 0 | 359,375 | 8,187,796 |
| 9 | Model N | 2023 | Jason Blessing | 556,500 | 6,009,632 | 0 | 306,628 | 6,877,671 |
| 10 | Envestnet | 2023 | William Crager | 650,000 | 3,520,568 | 0 | 0 | 4,880,843 |
| 11 | Alarm.com | 2025 | Stephen Trundle | 295,001 | 1,423,500 | 994,471 | 267,500 | 2,980,472 |
| 12 | E2open Parent Holdings | 2025 | Andrew Appel | 650,000 | 0 | 0 | 356,363 | 2,520,013 |
| 13 | 8x8 | 2026 | Samuel Wilson | 500,000 | 1,660,114 | 0 | 332,500 | 2,495,614 |
| — | Descartes Systems | — | — | — | — | — | — | not in coverage universe |
| — | Kinaxis | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| E2open Parent Holdings | 43.86% | RSU 50 · PSU 50 | No | FW Cook |
| 8x8 | 66.5% | RSU 67 · PSU 33 | No | Compensia, Inc. |
| Alarm.com | 107% | RSU 59 · Options 41 | not disclosed | Compensia |
| Commvault Systems | 127% | RSU 40 · MSU 30 · PSU 30 | Yes — Relative TSR | Compensia, Inc. |
| Descartes Systems | not disclosed | not disclosed | not disclosed | not disclosed |
| Envestnet | 100% | PSU 50 · RSU 50 | Yes — Relative TSR vs. Russell 2000 Index constituents | Willis Towers Watson US LLC |
| Guidewire Software | 130% | PSU 50 · RSU 50 | No | Semler Brossy |
| Kinaxis | not disclosed | not disclosed | not disclosed | not disclosed |
| Manhattan Associates | 118% | RSU 50 · PSU 50 | No | Willis Towers Watson |
| Model N | 55.1% | PSU 50 · RSU 50 | No | Compensia |
| Progress Software | 130% | PSU 50 · RSU 30 · Options 20 | Yes — Relative TSR | Pay Governance |
| Q2 Holdings | 106.3% | PSU 50 · RSU 50 | Yes — Relative TSR | Mercer |
| SecureWorks | 86% | PSU 50 · RSU 50 | No | Frederic W. Cook & Co., Inc. |
| SPS Commerce | not disclosed | RSU 50 · PSU 50 | Yes — relative TSR performance against the Russell 2000 Index | Compensia |
| Verint Systems | 65% | PSU 60 · RSU 40 | Yes — Relative TSR | Willis Towers Watson |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Rachit Lohani | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Fiscal 2025 Summary Compensation Table”. As printed: 5,586,778. Filing ↗machine: r17 · c17 · span 637650–637659 |
| 2 | Section 01, Susan Bennett | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Fiscal 2025 Summary Compensation Table”. As printed: 4,138,315. Filing ↗machine: r11 · c17 · span 624292–624301 |
| 3 | Section 01, Greg Randolph | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Fiscal 2025 Summary Compensation Table”. As printed: 3,042,356. Filing ↗machine: r13 · c17 · span 628881–628890 |
| 4 | Section 01, Marje Armstrong | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Fiscal 2025 Summary Compensation Table”. As printed: 2,924,334. Filing ↗machine: r7 · c17 · span 613810–613819 |
| 5 | Section 01, Andrew Appel | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Fiscal 2025 Summary Compensation Table”. As printed: 2,520,013. Filing ↗machine: r3 · c17 · span 606192–606201 |
| 6 | Section 03, Susan Bennett OPTION | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t178 · r16 · c21 · span 692802–692809 |
| 7 | Section 07, pay ratio | DEF 14A | — | 0001193125-25-142713 | Section “CEO Pay Ratio”. As printed: 70 : 1.machine: span 1024932–1024936 |
| 8 | Section 08, Chinh Chu | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Director Compensation”. As printed: 426,635. Filing ↗machine: t84 · r6 · c4 · span 282787–282794 |
| 9 | Section 08, Eva Harris | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Director Compensation”. As printed: 329,553. Filing ↗machine: t84 · r12 · c8 · span 287369–287376 |
| 10 | Section 08, Timothy Maudlin | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Director Compensation”. As printed: 304,553. Filing ↗machine: t84 · r16 · c8 · span 290167–290174 |
| 11 | Section 08, Stephen Daffron | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Director Compensation”. As printed: 303,906. Filing ↗machine: t84 · r8 · c4 · span 284190–284197 |
| 12 | Section 08, Keith Abell | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Director Compensation”. As printed: 299,553. Filing ↗machine: t84 · r4 · c8 · span 281772–281779 |
| 13 | Section 08, Ryan Hinkle | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Director Compensation”. As printed: 292,217. Filing ↗machine: t84 · r14 · c4 · span 288386–288393 |
| 14 | Section 08, Martin Fichtner | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Andrew Appel | DEF 14A | 2025-06-18 | 0001193125-25-142713 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 06, 2025 vote | Form 8-K | 2025-07-30 | 0000950170-25-100353 | Item 5.07 · say-on-pay result. As reported: 62.26% (votes for as printed: 130,243,141). Filing ↗ |
| 17 | Section 06, 2024 vote | Form 8-K | 2024-07-01 | 0000950170-24-079657 | Item 5.07 · say-on-pay result. As reported: 70.5% (votes for as printed: 163,226,328). Filing ↗ |
| 18 | Section 06, 2022 vote | Form 8-K | 2022-07-12 | 0000950170-22-012644 | Item 5.07 · say-on-pay result. As reported: 97.35%. Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 21 | Section 09b board cost (computed) | Computed | — | computed | Cash 320,000 + equity 1,636,417 + all other 0 = 1,956,417, summed across the director compensation table rows.machine: formula: Σ = 1,956,417 |
| 22 | Commvault Systems, Section 10b CEO total | DEF 14A | 2026-06-24 | 0001169561-26-000018 | CEO total compensation as printed in Commvault Systems's own proxy. As printed: 19,909,500. Filing ↗machine: r2 · c21 · span 580870–580880 |
| 23 | Manhattan Associates, Section 10b CEO total | DEF 14A | 2026-04-02 | 0001193125-26-140024 | CEO total compensation as printed in Manhattan Associates's own proxy. As printed: 16,762,928. Filing ↗machine: t17 · r6 · c12 · span 294034–294044 |
| 24 | Guidewire Software, Section 10b CEO total | DEF 14A | 2025-10-30 | 0001528396-25-000233 | CEO total compensation as printed in Guidewire Software's own proxy. As printed: 14,012,061. Filing ↗machine: r3 · c21 · span 777771–777781 |
| 25 | Q2 Holdings, Section 10b CEO total | DEF 14A | 2026-04-29 | 0001410384-26-000029 | CEO total compensation as printed in Q2 Holdings's own proxy. As printed: 11,492,510. Filing ↗machine: span 684167–684177 |
| 26 | SPS Commerce, Section 10b CEO total | DEF 14A | 2026-04-14 | 0001092699-26-000029 | CEO total compensation as printed in SPS Commerce's own proxy. As printed: 11,410,244. Filing ↗machine: r2 · c42 · span 913548–913558 |
| 27 | Verint Systems, Section 10b CEO total | DEF 14A | 2025-05-08 | 0001166388-25-000085 | CEO total compensation as printed in Verint Systems's own proxy. As printed: 10,825,132. Filing ↗machine: t40 · r3 · c16 · span 735065–735075 |
| 28 | Progress Software, Section 10b CEO total | DEF 14A | 2026-03-25 | 0001552781-26-000161 | CEO total compensation as printed in Progress Software's own proxy. As printed: 10,534,808. Filing ↗machine: r1 · c7 · span 612818–612828 |
| 29 | SecureWorks, Section 10b CEO total | DEF 14A | 2024-05-15 | 0001140361-24-026278 | CEO total compensation as printed in SecureWorks's own proxy. As printed: 8,187,796. Filing ↗machine: t245 · r1 · c21 · span 729429–729438 |
| 30 | Model N, Section 10b CEO total | DEF 14A | 2024-01-05 | 0001118417-24-000010 | CEO total compensation as printed in Model N's own proxy. As printed: 6,877,671. Filing ↗machine: span 545217–545226 |
| 31 | Envestnet, Section 10b CEO total | DEF 14A | 2024-04-05 | 0001104659-24-044267 | CEO total compensation as printed in Envestnet's own proxy. As printed: 4,880,843. Filing ↗machine: r1 · c48 · span 863945–863954 |
| 32 | Alarm.com, Section 10b CEO total | DEF 14A | 2026-04-23 | 0001104659-26-047867 | CEO total compensation as printed in Alarm.com's own proxy. As printed: 2,980,472. Filing ↗machine: r1 · c41 · span 542470–542479 |
| 33 | E2open Parent Holdings (subject), Section 10b CEO total | DEF 14A | 2025-06-18 | 0001193125-25-142713 | CEO total compensation as printed in E2open Parent Holdings's own proxy. As printed: 2,520,013. Filing ↗machine: r3 · c17 · span 606192–606201 |
| 34 | 8x8, Section 10b CEO total | DEF 14A | 2026-06-24 | 0001023731-26-000089 | CEO total compensation as printed in 8x8's own proxy. As printed: 2,495,614. Filing ↗machine: t111 · r2 · c12 · span 929262–929271 |
| 35 | Section 10a, Verint Systems reciprocity | DEF 14A | — | 0001166388-25-000085 | Verint Systems's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |
| 36 | Section 10a, Guidewire Software reciprocity | DEF 14A | — | 0001528396-25-000233 | Guidewire Software's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |
| 37 | Section 10a, Envestnet reciprocity | DEF 14A | — | 0001104659-24-044267 | Envestnet's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |
| 38 | Section 10a, SPS Commerce reciprocity | DEF 14A | — | 0001092699-26-000029 | SPS Commerce's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |
| 39 | Section 10a, Alarm.com reciprocity | DEF 14A | — | 0001104659-26-047867 | Alarm.com's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |
| 40 | Section 10a, Model N reciprocity | DEF 14A | — | 0001118417-24-000010 | Model N's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |
| 41 | Section 10a, Manhattan Associates reciprocity | DEF 14A | — | 0001193125-26-140024 | Manhattan Associates's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |
| 42 | Section 10a, SecureWorks reciprocity | DEF 14A | — | 0001140361-24-026278 | SecureWorks's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |
| 43 | Section 10a, Commvault Systems reciprocity | DEF 14A | — | 0001169561-26-000018 | Commvault Systems's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |
| 44 | Section 10a, Q2 Holdings reciprocity | DEF 14A | — | 0001410384-26-000029 | Q2 Holdings's most recent proxy was read; its disclosed peer group does not include E2open Parent Holdings. Filing ↗ |