Appian Corp

This management proposal asks shareholders to approve, on a non-binding advisory basis, the Company’s named executive officer compensation as disclosed in the proxy (the traditional ‘‘say-on-pay’’). Management frames the program as designed to attract, motivate, and retain key executives and to align their interests with long-term stockholder value through a mix of base salary, short-term incentives tied to corporate and departmental goals, and long-term equity awards. The Board and Compensation Committee emphasize the program’s discretionary elements (e.g., mix of cash and equity, use of performance metrics such as total software annual contract value growth and a weighted rule-of-forty for the CEO) and note a recent option offered to receive bonus payouts in RSUs with a 10% premium. Because the vote is advisory, the Board will consider the result but is not bound by it; however, the Board states it uses stockholder feedback and the prior 2025 say-on-pay result to validate their approach. Key governance context: the company is a controlled company (CEO >50% voting power) which can affect independent oversight of pay, but the Board includes independent members and has adopted a clawback policy, limits on repricing, and other pay practices. A vote FOR would signal investor acceptance of current pay design and the Company’s rationale; a vote AGAINST could indicate concerns about pay-for-performance alignment, discretion in awards, or governance features such as the controlled-company status and would likely prompt further engagement. The proposal is material to executive retention and long-term incentive dilution considerations but non-binding, so its practical impact depends on the Board’s responsiveness to the vote and subsequent shareholder engagement.

This management proposal asks shareholders to indicate, on a non-binding advisory basis, whether the Company should hold future say-on-pay votes every one, two, or three years. The Board recommends 'One Year,' arguing annual votes align with annual disclosure cycles and provide more timely feedback on executive compensation decisions; it also commits to consider the outcome but notes the advisory nature of the vote. From an investor governance perspective, an annual vote provides the most frequent formal mechanism to signal approval or concerns about pay decisions and can accelerate management responsiveness to problematic practices. However, frequent advisory votes may increase administrative burden and short-term pressure on pay decisions; less frequent votes (e.g., every three years) can reduce noise and allow multi-year performance to be assessed. The company's controlled-company status (CEO retains >50% voting power) and existing governance features (independent committee members, clawback policy, no repricing without consent) frame how much weight the Board may place on the result. A plurality outcome in favor of a less frequent option would signal investor preference for multi-year assessment windows; an outcome favoring annual votes would reinforce ongoing annual engagement expectations. Because the vote is non-binding, the Board retains discretion and may adopt a frequency different from the plurality result, though doing so could trigger additional shareholder scrutiny. Ultimately this proposal is about the cadence of accountability rather than substantive compensation design, but the chosen frequency affects the time-horizon over which shareholders can formally express views on pay-for-performance alignment.

This management proposal requests shareholder approval to amend and restate the company’s 2017 Equity Incentive Plan, primarily to increase the share reserve by 10,000,000 shares (to 24,197,610 total). Management argues the increase is necessary because the prior reserve is nearly exhausted and equity awards are central to the Company’s talent attraction and retention strategy, especially given employee headcount growth from ~800 to over 2,000 since 2017. The Restated Plan preserves a broad set of award types — incentive and nonstatutory options, RSUs, PSAs, SARs, and performance cash awards — and retains administrative discretion for the Board/Compensation Committee over eligibility, award sizing, and vesting. Key governance and investor considerations include dilution risk from 10M new shares, the plan’s recycling provisions for forfeited or withheld shares, the administrator’s authority to reprice or substitute awards (subject to participant consent when adversely affected), and the per-director annual limit on awards and fees. The Company discloses intended registration of new shares and provides illustrative new plan benefit grants and the expected number of participants (~2,100 employees, five non-employee directors). From an analyst perspective, approval would enable continued use of equity to align employee incentives with long-term shareholder value and support hiring/retention, while rejection would constrain the Company’s ability to deliver competitive equity compensation and could complicate hiring/retention as the company scales. The Board recommends a FOR vote, citing that equity compensation aligns employees with stockholders and is essential given the Company’s growth; investors should weigh the tradeoff between dilution and the importance of equity for long-term performance and retention.