HashiCorp (HCP)

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.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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One page per director: the seat, the committees and the fee table, read for one person at a time.

Every insider equity transaction reported on Form 4 after the 2024 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Our executive compensation program is designed to support and align with the achievement of our business success and the creation of long-term value for our stockholders. Consistent with this philosophy, we designed our executive compensation program to achieve the following key objectives: Provide compensation that attracts, retains, and rewards talented executive officers in a highly competitive employment market; Establish a strong link between pay and performance; and Promote the close alignment of the interests of our executive officers with those of our stockholders.

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.

Say-on-pay — history, company's computation

a. Approved under the standard stated in the filing — “​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vote ​ ​ ​ Effect Agenda ​ ​ ​ Page ​ Board ​ Requirement ​ Effect ​ of Broker Item ​ ​ ​ Description ​ ​ ​ Number ​ ​ ​ Recommendation ​ ​ ​ for Approval ​ ​ ​ of Abstentions ​ ​ ​ Non-Votes 1 Proposal to elect the nine director nominees 11 FOR Majority of votes cast No effect No effect 2 Proposal to approve, on an advisory basis, the compensation of our named executive officers 38 FOR Majority of votes cast No effect No effect 3 Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 78 FOR Majority of votes cast No effect None expected ​ Abstentions will be counted as present and entitled to vote for purposes of determining the presence of a quorum but will not be counted as votes cast for purposes of determining the outcome of any proposal.”.

b. Approved under the standard stated in the filing — “Agenda Item Description Page Number Board Recommendation Vote Requirement for Approval Effect of Abstentions Effect of Broker Non-Votes 1 Proposal to elect the eleven director nominees 12 FOR Majority of votes cast No effect No effect 2 Proposal to approve, on an advisory basis, the compensation of our named executive officers 42 FOR Majority of votes cast No effect No effect 3 Proposal to approve the Healthpeak Properties, Inc.”.

c. Approved under the standard stated in the filing — “Voting Standard, Board Recommendations and Effect of Abstentions and Broker Non-Votes AGENDA ITEM DESCRIPTION PAGE NUMBER BOARD RECOMMENDATION VOTE REQUIREMENT FOR APPROVAL EFFECT OF ABSTENTIONS EFFECT OF BROKER NON-VOTES 01 Proposal to elect the eleven director nominees 12 FOR Majority of votes cast No effect No effect 02 Proposal to approve, on an advisory basis, the compensation of our named executive officers 41 FOR Majority of votes cast No effect No effect 03 Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 76 FOR Majority of votes cast No effect None expected Abstentions will be counted as present and entitled to vote for purposes of determining the presence of a quorum but will not be counted as votes cast for purposes of determining the outcome of any proposal.”.

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.

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 HashiCorp 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 HashiCorp.

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

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.

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.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

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.

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