UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant 

Filed by a Party other than the Registrant 

Check the appropriate box:

INSTRUCTURE HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Stockholders,

On behalf of Instructure Holdings, Inc.’s Board of Directors, it is our pleasure to invite you to our 2023 Annual Meeting of Stockholders to be held on Thursday, May 25, 2023 at 10:00 a.m. Mountain Time. This year’s Annual Meeting will be held at our principal executive offices, located at 6330 South 3000 East, Suite 700, Salt Lake City, Utah 84121.

The Annual Meeting will be conducted for the following purposes, which are more fully described in the accompanying proxy statement:

Our Board of Directors has set the record date as April 6, 2023. Only stockholders that owned shares of the Company’s common stock as of the close of business on that day are entitled to notice of and may vote at this Annual Meeting, or any adjournment or postponement thereof.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet or by mail by following the instructions on the proxy card or voting instructions form. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.

Thank you for your continued support and confidence of Instructure Holdings, Inc. We hope you will join us for our 2023 Annual Meeting.

Sincerely,

Charles Goodman

Chair of the Board

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

The 2023 Annual Meeting of Stockholders of Instructure Holdings, Inc. will be held at our principal executive offices, located at 6330 South 3000 East, Suite 700, Salt Lake City, Utah 84121 on Thursday, May 25, 2023, at 10:00 a.m. Mountain Time for the following purposes:

Our Board of Directors (the “Board”) has set the record date as of April 6, 2023. Only stockholders that owned shares of the Company’s common stock as of the close of business on that day are entitled to notice of and may vote at this Annual Meeting, or any adjournment or postponement thereof. A list of the Company’s stockholders of record will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 25, 2023, at 6330 South 3000 East, Suite 700, Salt Lake City, Utah 84121, and on the date of the Annual Meeting.

The proxy statement is first being delivered to the Company’s stockholders of record on or about April 24, 2023.

By Order of the Board of Directors,

Matthew A. Kaminer

Chief People and Legal Officer and Secretary

TABLE OF CONTENTS

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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q: Why did I receive these materials?

The Board of Directors of the Company (the “Board”) is soliciting your proxy to vote at our 2023 Annual Meeting of Stockholders (or at any adjournment or postponement thereof). Stockholders who own shares of our common stock as of the close of business on the record date, April 6, 2023 (the “Record Date”), are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they give important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about the Company.

Householding. The Securities and Exchange Commission (“SEC”) rules permit us to print an individual’s multiple accounts on a single set of annual meeting materials. To take advantage of this opportunity, we have summarized on one set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted stockholder prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A number of brokerage firms have instituted householding. They will have their own procedures for stockholders who wish to receive individual copies of the proxy materials.

Q: Who will be entitled to vote?

Stockholders who own shares of our common stock as of the Record Date, are entitled to vote at the Annual Meeting. As of the Record Date, the Company had 143,478,526 shares of common stock outstanding. Holders of the Company’s common stock as of the Record Date are entitled to one vote per share. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the Annual Meeting.

Q: What will I be voting on?

You will be voting on:

Q: How does the Board recommend I vote on these matters?

The Board recommends you vote:

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Q: How do I cast my vote?

You can vote either in person at the Annual Meeting or by proxy without attending the meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, as of the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Annual Meeting materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

Stockholder of Record: Shares Registered in Your Name

If, as of the Record Date, your shares were registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy before the Annual Meeting in the following ways:

Proxies submitted via the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on May 24, 2023.

Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Q: Can I access the proxy materials electronically?

Yes. Our proxy materials are available at www.proxyvote.com. In addition, instead of receiving future copies of our proxy statement and annual report by mail, stockholders of record and most beneficial owners can elect to receive an email that will provide an electronic link to these documents. If you would like to instruct us to send electronic copies of our proxy materials, you should follow the instructions available at www.proxyvote.com. Your election to receive future proxy materials by email will remain in effect until you revoke it.

Q: How may I change or revoke my proxy?

Beneficial Owner: Shares Registered in the Name of Broker or Bank. Beneficial stockholders should contact their broker, trustee or nominee for instructions on how to change their proxy vote.

Stockholder of Record: Shares Registered in Your Name. Registered stockholders may change a properly executed proxy at any time before its exercise:

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Q: How can I attend and participate in the Annual Meeting?

The Annual Meeting is being held in person at the Company’s principal executive offices located at 6330 South 3000 East, Suite 700, Salt Lake City, UT, 84121. If you were a stockholder as of the Record Date you may attend the Annual Meeting. At the entrance to the meeting, you must present a valid form of personal identification, such as a driver’s license or passport. In addition, stockholders holding their shares through a broker, bank, trustee, or nominee will need to bring proof of beneficial ownership as of the Record Date, such as their most recent account statement reflecting their stock ownership prior to April 6, 2023, a copy of the voting instruction form provided by their broker, bank, trustee or nominee or similar evidence of ownership.

If you do not provide valid photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting. For directions to the Company’s executive offices, you may call us at (800) 203-6755 or email investors@instructure.com. Information on how to vote at the Annual Meeting is discussed above.

Q: What is the voting requirement to approve each of the proposals, and how are the votes counted?

PROPOSAL 1—ELECTION OF DIRECTORS

A plurality of the votes cast by the shares of common stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to elect each nominee named herein. This means that the two nominees receiving the highest number of “FOR” votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Votes that are “WITHHELD” with respect to one or more director nominees will result in the respective nominee receiving fewer votes, but they will not count as votes against a nominee and will have no effect on the outcome of the election of those nominees. Broker non-votes will not impact the election of the nominees.

PROPOSAL 2—NON-BINDING ADVISORY VOTE APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS INCLUDED IN THIS PROXY STATEMENT

The affirmative vote of a majority of the voting power of the capital stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to approve Proposal 2. Abstentions will be counted as present and entitled to vote on this proposal and will therefore have the effect of a negative vote. Broker non-votes will have no effect on this proposal. Although the result of this proposal will be non-binding on the Board and the Compensation Committee thereof, the Board and the Compensation Committee will consider the results of the stockholder vote when making future decisions regarding compensation of the Company’s named executive officers.

PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED ACCOUNTING FIRM

The affirmative vote of a majority of the voting power of the capital stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to approve Proposal 3. Abstentions will be counted as present and entitled to vote on this proposal and will therefore have the effect of a negative vote. There will not be broker non-votes with respect to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023.

PROPOSAL 4—AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF OFFICERS

The affirmative vote of a majority of the voting power of the capital stock outstanding and entitled to vote thereon is required to approve Proposal 4. Abstentions and broker non-votes will have the effect of a negative vote.

Q: When will the results of the vote be announced?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

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Q: What is the deadline for submitting a stockholder proposal or director nomination for the 2024 Annual Meeting?

Stockholder proposals pursuant to SEC Rule 14a-8 for inclusion in the Company’s proxy statement and form of proxy for the Company’s annual meeting of stockholders to be held in 2024, must be received by the Company at our principal executive offices at 6330 South 3000 East, Suite 700, Salt Lake City, UT, 84121, Attn: Corporate Secretary, no later than December 26, 2023. Stockholders wishing to make a director nomination or bring a proposal before the 2024 Annual Meeting (other than pursuant to SEC Rule 14a-8) must provide written notice of such proposal to the Company’s Corporate Secretary at our principal executive offices no later than the close of business on February 23, 2024 and not earlier than the close of business on January 26, 2024. However, if the date of our 2024 Annual Meeting is not scheduled to be held within a period that commences 30 days before the anniversary date of this Annual Meeting and ends 70 days after the anniversary of the date of this Annual Meeting, then our Corporate Secretary must receive the notice no earlier than the close of business on the 120th day prior to the date of the 2024 Annual Meeting and not later than the close of business on the later of the 90th day prior to the date of the 2024 Annual Meeting and the 10th day following the day on which public announcement of the date of the 2024 Annual Meeting is first made by us.

In addition to satisfying the requirements under the Company's Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the universal proxy rules), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide written notice to the Corporate Secretary that sets forth all the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked or transmitted electronically to the Company at the Company’s principal executive offices no later than March 26, 2024.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board, which is composed of eight directors. Our Second Amended and Restated Certificate of Incorporation (our "Charter") provides that the authorized number of directors may be changed only by resolution of our Board. Our Charter also provides that our Board be divided into three classes of directors, with the classes as nearly equal in number as possible. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the director class, name, age as of April 6, 2023, and other information for each member of our Board:

The Board believes that in order for our Board to effectively guide us to long-term sustainable, dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our stockholders, our Board seeks to, as a whole, be competent in key corporate disciplines, including risk management, crisis management, leadership, regulatory issues, reputational issues, accounting and financial acumen, business judgment, governance, social responsibility, strategy and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry. The Compensation and Nominating Committee of the Board (the “Compensation and Nominating Committee”) believes that all directors must, at a minimum, meet the criteria set forth in the Company’s Code of Ethics and the Corporate Governance Guidelines, which specify, among other things, that the Compensation and Nominating Committee will consider criteria such as independence, diversity, skills, and qualifications in the context of the needs of the Board. In addressing issues of diversity in particular, the Compensation and Nominating Committee considers a nominee’s differences in gender, race, ethnicity and tenure. The Compensation and Nominating Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Compensation and Nominating Committee considers individuals with diverse viewpoints, accomplishments, cultural background, professional expertise, and diversity in gender, ethnicity, race, skills and geographic representation, that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of our stockholders. The Compensation and Nominating Committee also will consider a combination of factors for each director, including (a) the nominee’s good reputation and character to conduct themselves in accordance with the Company’s Code of Ethics, (b) whether the nominee has any conflict of interest that would impair his or her ability to fulfill the responsibilities of a member of the Board, (c) whether the nominee will be considered independent under the standards of the New York Stock Exchange (the "NYSE") and heightened standards for audit and compensation committees, (d) the nominee’s educational background, experience, qualifications and skills relevant for effective management and oversight of the Company’s management, (e) whether the nominee has the time and willingness to carry out their duties and responsibilities effectively and (f) the diverse attributes of the nominee, such as differences in background, qualifications and personal characteristics.

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The Compensation and Nominating Committee has determined that all of our directors meet the criteria and qualifications set forth in the Company’s Code of Ethics, the Corporate Governance Guidelines and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and regulatory and social realities of the environment in which we operate, the independence and high performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for the Company and its stockholders, and guide the long-term sustainable, dependable performance of the Company.

Subject to any earlier resignation or removal in accordance with the terms of our Charter, our Bylaws and the Director Nomination Agreement (as defined and discussed below), our Class II directors will serve until this Annual Meeting, our Class III directors will serve until the 2024 Annual Meeting of Stockholders, and our Class I directors will serve until the 2025 Annual Meeting of Stockholders. In addition, our Charter provides that our directors may be removed with or without cause by the affirmative vote of at least a majority of the voting power of our outstanding shares of stock entitled to vote, voting together as a single class, for so long as our Principal Stockholder (as defined below) owns 40% or more of the total number of shares of our common stock then-outstanding. If our Principal Stockholder’s beneficial ownership falls below 40% of the total number of shares of our common stock outstanding, then our directors may be removed only for cause upon the affirmative vote of at least 662⁄3% of the voting power of our outstanding shares of stock entitled to vote thereon.

Director Nomination Agreement

We are party to a Director Nomination Agreement (the “Director Nomination Agreement”) by and among the Company and Thoma Bravo Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Fund XIII-A, L.P., a Delaware limited partnership, Thoma Bravo Executive Fund XIII, L.P., a Delaware limited partnership, Thoma Bravo Partners XIII, L.P., and Thoma Bravo UGP, LLC, a Delaware limited liability company (collectively, “Thoma Bravo” or our “Principal Stockholder”). The Director Nomination Agreement provides our Principal Stockholder the right to designate (i) all of the nominees for election to the Company’s Board for so long as our Principal Stockholder controls, in the aggregate, 40% or more of the total number of the Company’s shares of common stock beneficially owned by our Principal Stockholder upon completion of our IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in our capitalization, or such amount of shares, as adjusted (the “Original Amount”); (ii) a number of directors (founded up to the nearest whole number) equal to 40% of the total directors for so long as our Principal Stockholder beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as our Principal Stockholder beneficially at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as our Principal Stockholder beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as our Principal Stockholder beneficially owns at least 5% of the Original Amount. In each case, our Principal Stockholder’s nominees must comply with applicable law and stock exchange rules. In addition, our Principal Stockholder is entitled to designate the replacement for any of its board designees whose service terminates prior to the end of the director’s term regardless of our Principal Stockholder’s beneficial ownership at such time. Our Principal Stockholder also has the right to have its designees participate on committees of our Board proportionate to its stock ownership, subject to compliance with applicable law and stock exchange rules. The Director Nomination Agreement also prohibits us from increasing or decreasing the size of our Board without the prior written consent of our Principal Stockholder. The Director Nomination Agreement will terminate at such time as our Principal Stockholder owns less than 5% of the Original Amount. Our Principal Stockholder may assign its designation rights under the Director Nomination Agreement to an affiliate.

Erik Akopiantz and James Hutter, the Class II directors that are nominated for election at the Annual Meeting, were nominated by Thoma Bravo pursuant to the Director Nomination Agreement.

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Stockholder Recommendations for Director Nominees

Subject to the requirements of the Director Nomination Agreement, the Compensation and Nominating Committee will consider stockholder nominations for membership on the Board. See “Commonly Asked Questions and Answers About the Annual Meeting—What is the deadline for submitting a stockholder proposal or director nomination for the 2024 Annual Meeting?” above.

When filling a vacancy on the Board, the Compensation and Nominating Committee will identify the desired skills and experience of a new director and will nominate individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Compensation and Nominating Committee may engage third parties to assist in the search and provide recommendations. Also, directors are generally asked to recommend candidates for the position. The candidates will then be evaluated based on the process outlined in our Corporate Governance Guidelines and the Compensation and Nominating Committee charter, and the same process will be used for all candidates, including candidates recommended by stockholders.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting.

Each above-named director nominee was recommended for election by the Compensation and Nominating Committee for consideration by the Board and our stockholders and has agreed to serve as a director, if elected. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

Director Nominees to Serve for a Three-Year Term Expiring at the 2026 Annual Meeting of Stockholders.

Erik Akopiantz has served on our Board since March 2020. Mr. Akopiantz has served as an Operating Partner at Thoma Bravo since April 2014. Mr. Akopiantz’s prior experience includes serving as the Chief Financial Officer of Roadnet Technologies, Inc. from 2011 to 2014, the Chief Operating Officer of Paranet Solutions, LLC from 2008 to 2011, the Chief Executive Officer of Digital Reach from 2006 to 2008, and various executive finance roles for The SABRE Group from 2002 to 2006. Mr. Akopiantz currently serves on the board of directors of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment and has previously served on the board of directors of several former Thoma Bravo portfolio companies. Mr. Akopiantz earned degrees in a Bachelor of Science, Finance from the University of Vermont and an MBA from the Rice University.

We believe Mr. Akopiantz’s extensive operating, board and industry experience and overall knowledge of our business makes him a valuable member of our Board.

James “Jaimie” Hutter has served on our Board since March 2020. Mr. Hutter joined Thoma Bravo in 2014 as an Associate and was promoted to Senior Associate in 2016, Vice President in 2018, Senior Vice President in 2022 and Principal in 2023. Mr. Hutter focuses primarily on application software investments. Prior to joining Thoma Bravo, he worked in investment banking at Morgan Stanley. Mr. Hutter currently serves on the board of directors of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment. Mr. Hutter earned his bachelor’s degree with Honors in Science, Technology, & Society at Stanford University.

We believe Mr. Hutter’s business and director experience at technology and software companies makes him a valuable member of our Board.

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Continuing Directors

Class III Directors (terms expiring at the 2024 Annual Meeting of Stockholders)

Steve Daly has served as our Chief Executive Officer since July 2020. Mr. Daly has also been a member of our Board since March 2020. Prior to this, Mr. Daly was the Chief Executive Officer of LANDESK/Ivanti, an IT management and security software company from 2008 to 2021. Mr. Daly holds a bachelor’s degree in Mechanical Engineering and a master’s degree in Business Administration, both from Brigham Young University.

We believe Mr. Daly is qualified to serve as a member of our Board due to his experience as our Chief Executive Officer and his executive experience at other software companies.

Brian Jaffee has served on our Board since March 2020. Mr. Jaffee has been serving as a Partner at Thoma Bravo since 2021. Mr. Jaffee joined Thoma Bravo in 2014 as a Vice President. Prior to joining Thoma Bravo, Mr. Jaffee served as an Associate and Senior Associate at Veritas Capital. Prior to joining Veritas in 2009, he worked as an Investment Banking Analyst in the Leveraged Finance Group at Merrill Lynch, where he originated structured and executed leveraged loan and high yield bond financings for leveraged buyouts, strategic acquisitions, and recapitalizations across a wide range of industries. Mr. Jaffee currently serves on the board of directors of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment. Mr. Jaffee holds a bachelor’s degree, magna cum laude, in Finance from Miami University and an MBA from University of Chicago.

We believe Mr. Jaffee’s business and director experience at technology and software companies makes him a valuable member of our Board.

Lloyd “Buzz” Waterhouse has served on our Board since September 2021. Mr. Waterhouse has also worked a senior advisor to New Mountain Capital since 2015. Mr. Waterhouse was previously the Chief Executive Officer of McGraw-Hill Education from 2012 to 2014, and before that served as Chief Executive Officer and President of Harcourt Education Group, a global education company from 2006 to 2008. From 2001 to 2004, Mr. Waterhouse served as Chief Executive Officer and Chairman of Reynolds and Reynolds Co., a leading provider of integrated solutions to automotive retailers. From May 2010 to February 2016, Mr. Waterhouse served on the board of directors of SolarWinds, Inc. Mr. Waterhouse holds a B.S. in finance from Pennsylvania State University and an M.B.A. from Youngstown State University.

We believe Mr. Waterhouse’s leadership positions and experience as a Chief Executive Officer in organizations in the education industry as well as prior board experience makes him a valuable member of our Board.

Class I Directors (terms expiring at the 2025 Annual Meeting of Stockholders)

Charles Goodman has served as Chair of the Board since March 2020. Mr. Goodman is an Operating Partner at Thoma Bravo. Prior to Thoma Bravo, Mr. Goodman served as Chief Executive Officer of PowerPlan, a Thoma Bravo portfolio company that sold to Roper Technologies in 2018. Prior to joining PowerPlan in 2015, Mr. Goodman was Chief Executive Officer of P2 Energy Solutions. Prior to joining P2 Energy Solutions, Mr. Goodman served as Chief Operating Officer of Ventyx and as EVP, Corporate Operations of Atmos Energy. Mr. Goodman currently serves on the board of directors of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment. Mr. Goodman holds a bachelor’s degree in Petroleum Engineering from Texas Tech University.

We believe Mr. Goodman’s extensive software and technology experience as well as his experience serving as chair of the board for other education, technology and software companies, makes him a valuable member of our Board.

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Ossa Fisher has served on our Board since July 2021. Ms. Fisher has served as the President of Aurora Innovation (Nasdaq: AUR) since February 2023. Previously, Ms. Fisher served as the President and Chief Operating Officer of Istation, Inc. from 2019 to January 2023 and as Istation’s Chief Operating Officer from 2017 to 2018 and Chief Marketing Officer from 2015 to 2017. Prior to joining Istation, Ms. Fisher was the Senior Vice President of Strategy and Analytics at global dating leader, Match.com, where she served since May 2013. Swedish-born Fisher has a career history spanning growth strategy, customer analytics and marketing, all within competitive business industries. Ms. Fisher has a broad range of expertise in technology and media, including more than 10 years in the Technology, Media and Telecom practices of both Bain & Company from 2004 to 2013 and Goldman, Sachs & Co. from 1999 to 2002. Ms. Fisher also worked for the World Bank Group in the information technology investment division in 2003. Ms. Fisher holds a bachelor’s degree in Economics from Yale University, an M.A. in Education from Stanford University and an MBA from Stanford Graduate School of Business.

We believe Ms. Fisher’s expertise in technology and media, including more than 10 years in the Technology, Media and Telecom practices of both Bain & Company and Goldman, Sachs & Co, and in the IT investment division of the World Bank Group, and strategic and customer service expertise from her experience at Match.com makes her a valuable member of our Board.

Paul Holden Spaht, Jr. has served on our Board since March 2020. Mr. Spaht has served as a Managing Partner at Thoma Bravo since November 2013. Mr. Spaht joined Thoma Bravo as a Vice President in 2005, became a Principal in 2008 and became a Partner in 2011. Prior to joining Thoma Bravo, he worked for several years at Morgan Stanley in both its investment banking and private equity divisions, and served as part of Thomas H. Lee Partners’ investment team. Mr. Spaht currently serves on the board of directors of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment. Mr. Spaht was a Fulbright Scholar. Mr. Spaht holds a bachelor’s degree of Arts, Economics from Dartmouth College and an MBA from Harvard Business School.

We believe Mr. Spaht’s business and director experience at technology and software companies makes him a valuable member of our Board.

Controlled Company; Independence Status

Our Principal Stockholder controls a majority of our outstanding common stock. As a result, we are a “controlled company.” Under NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

We currently have a majority of independent directors on our Board. See “Board Leadership Structure—Independence” below. In addition, our Audit Committee consists entirely of independent directors. Our Compensation and Nominating Committee, however, may not consist of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Board Meetings and Committees

Our Board has an Audit Committee and a Compensation and Nominating Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

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For the year ended December 31, 2022, our Board held twelve meetings, the Audit Committee held eight meetings and the Compensation and Nominating Committee held seven meetings. Directors are expected to attend the annual meeting of stockholders and all or substantially all of the Board meetings and meetings of committees on which they serve. In 2022, each director attended at least 87% of the meetings of the Board during such director’s tenure and the total number of meetings held by any of the committees of the Board on which the director served. One director then in office attended the annual meeting of stockholders held on May 26, 2022. Our Company encourages our board members to attend annual meetings.

Additionally, the rules of the NYSE require that non-management directors of a listed company meet periodically in executive sessions and that independent directors hold an executive session at least once a year. Alternatively, companies may instead choose to hold regularly scheduled executive sessions of the independent directors only. During 2022, the Company’s non-management directors met periodically in executive sessions and the Company’s independent directors met separately in executive session at least one time. Mr. Charles Goodman, Chair of the Board, presided over the executive sessions of the independent directors.

The table below sets forth the composition of our Board committees:

Audit Committee

Our Audit Committee is composed of Erik Akopiantz, Ossa Fisher, and Lloyd “Buzz” Waterhouse, with Erik Akopiantz serving as chair of the committee. We comply with the audit committee requirements of the SEC and NYSE, which require that the Audit Committee be composed of all independent directors. Our Board has determined that Mr. Akopiantz, Ms. Fisher and Mr. Waterhouse meet the heightened independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of NYSE. Our Board has determined that Mr. Akopiantz is an “audit committee financial expert” within the meaning of SEC regulations and applicable listing standards of NYSE. The Audit Committee’s responsibilities include:

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Compensation and Nominating Committee

Our Compensation and Nominating Committee is composed of Charles Goodman, Brian Jaffee and Paul Holden Spaht, Jr., with Charles Goodman serving as chair of the committee. As a controlled company, we rely upon the exemption for the requirement that we have a Compensation and Nominating Committee comprised entirely of independent directors. The Compensation and Nominating Committee’s responsibilities include:

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Board Leadership Structure

The following section describes our Board leadership structure, the reasons our Board considers that this structure is appropriate at this time, the roles of various positions, and related key governance practices. Our Board believes that the mix of experienced independent directors, including those directors affiliated with our Principal Stockholder, and our Chief Executive Officer, that currently make up our Board, our Board committee composition and the separation of the roles of Chair and Chief Executive Officer benefit the Company and its stockholders.

Independence

The Board has determined that, with the exception of Mr. Daly, our Chief Executive Officer, all other members of the Board meet the NYSE requirements to be independent directors. In making this determination, our Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining their independence, including beneficial ownership of our common stock.

Chair and Chief Executive Officer

With respect to the roles of Chair and Chief Executive Officer, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Since the IPO, the roles of Chair and Chief Executive Officer have been separated. The Board believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and Chair, streamlines decision-making, and enhances accountability.

Our Chief Executive Officer, Mr. Steve Daly, is a member of the Board, but has not been appointed as Chair. The Board believes that, at this time, separating the roles of Chair and Chief Executive Officer is the most effective leadership structure because it allows Mr. Daly to focus on the management of the Company, day-to-day operations and engaging with external stakeholders. Specifically, Mr. Daly has been crucial in our ability to meet the continuing increased demand for our products and increased adoption of cloud-based software generally and focus on our new and existing customers.

Our Chair, Mr. Goodman, an independent member of the Board, focuses his attention on the broad strategic issues considered by the Board leveraging his extensive software and technology experience, as well as his experience serving as chair of the board for other education, technology and software companies, to provide strategic guidance and effective oversight of management, engaging with the Chief Executive Officer between Board meetings and providing overall guidance to our Chief Executive Officer as to the Board’s views and perspectives. Mr. Goodman has valuable experience on the issues, challenges, and opportunities we face, positioning him well to develop agendas and ensure that the Board’s time and attention are focused on the most critical matters.

Self-Evaluation

The Board recognizes that a thorough, constructive evaluation process enhances the Board’s effectiveness and is an essential element of good corporate governance. Our Compensation and Nominating Committee conducts an annual performance evaluation to determine whether the Board, its committees and management are functioning effectively. This includes survey materials soliciting feedback on a range of issues, including Board and committee structure and composition, meeting process and dynamics, execution of key responsibilities, interaction with management, auditors, advisors and other parties, and information and resources, with an enhanced focus on areas in which the Board or management believes that the Board could improve. The evaluation process also includes individual conversations between each director and the Chair.

The Board reviews the results of the annual board evaluation to determine whether the current leadership structure continues to be appropriate for the Company and its stockholders, and that the Board and its committees are functioning effectively. Our Corporate Governance Guidelines provide the flexibility for our Board to modify our leadership structure in the future as appropriate.

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Management Succession

The Compensation and Nominating Committee reviews and approves corporate goals and objectives relevant to Chief Executive Officer compensation and evaluates the Chief Executive Officer’s performance in light of these goals and objectives. The Compensation and Nominating Committee recommends to the Board the Chief Executive Officer’s compensation level or changes to such level based on this evaluation and any other factors the committee deems relevant. In determining the long-term incentive component of Chief Executive Officer compensation, the Compensation and Nominating Committee may consider the Company’s performance and relative stockholder return, the value of similar incentive awards given to chief executive officers at comparable companies and the awards given to the Company’s Chief Executive Officer in past years. In evaluating and recommending Chief Executive Officer compensation, the Compensation and Nominating Committee considers the results of the most recent stockholder advisory vote on executive compensation required by Section 14A of the Exchange Act.

The entire Board works with the Compensation and Nominating Committee to evaluate potential successors to the Chief Executive Officer and other officers (the “Succession Plan”). The Compensation and Nominating Committee is responsible for periodically reviewing the Succession Plan, developing and evaluating potential candidates for officer positions and recommending to the Board any changes to and any candidates for succession under the Succession Plan.

Hedging Transactions

Pursuant to our Insider Trading Policy, we prohibit our employees, directors and officers from engaging in any speculative or hedging transactions or any other transactions that are designed to offset any decrease in the value of our securities. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Additionally, directors, officers and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Risk Oversight

Our Board as a whole, and through its committees, has responsibility for the oversight of risk management. In this role, the Board oversees the risk management processes designed and implemented by our management to ensure such processes are adequate and functioning as designed. Additionally, the Board sets the tone at the top as it relates to the approach to enterprise-wide risk management, designed to support the achievement of organizational objectives, including capital structure and strategic objectives to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to monitor and control those risks, but also understanding what level of risk is appropriate for any given company. The involvement of the full Board in reviewing our business and related risk exposures is an integral aspect of its assessment of the Company’s risk profile and appropriate level of risk. In addition, our Board is actively involved in overseeing our management of enterprise risk by receives detailed regular reports and engaging in discussions with members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

While our full Board has overall responsibility for risk oversight, it has delegated to the Audit Committee oversight of our risk management process, in partnership and coordination with the Compensation and Nominating Committee. Our Audit Committee is committed to regularly reviewing major financial risk exposures, cybersecurity and data protection risks, as well as identifying, assessing and mitigating such risks across the Company’s products, services and business operations. Our Nominating and Governance Committee oversees the design and implementation of our compensation policies and practices to determine whether they encourage excessive risk taking, and evaluating policies and practices that could mitigate any such risk. As with senior management, all committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk. We believe that the leadership structure of the Board supports effective risk management oversight.

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Code of Ethics

We have adopted a Code of Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our Code of Ethics is available on the Investor Relations page of our website at https://ir.instructure.com. We intend to disclose any amendments to the Code of Ethics, or any waivers of its requirements, on our website.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation and Nominating Committee.

Communications by Stockholders and Other Interested Parties with the Board

Stockholders and other interested parties may contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending regular mail to:

Instructure Holdings, Inc.

6330 South 3000 East, Suite 700

Salt Lake City, UT 84121

Attention: Board of Directors

c/o Chief People Officer and Legal Officer

Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. The Company will receive the communications and process them before forwarding them to the addressee. The Company may also refer communications to other departments within the Company. The Company generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

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EXECUTIVE OFFICERS

Below is a list of the names, ages, positions, and a brief account of the business experience of the windividuals who serve as executive officers of the Company as of April 6, 2023:

Steve Daly is our Chief Executive Officer. Mr. Daly’s biographical information is included in the section titled “Proposal 1—Continuing Directors” of this Proxy Statement.

Chris Ball has served as our President and Chief Operating Officer since January 2023. Prior to his role at Instructure, Mr. Ball served as General Manager, Americas Enterprise of Adobe Systems Inc., a computer software company, from September 2017 to January 2020, when he left such company to pursue other interests. From September 2014 to August 2017, Mr. Ball served as the Entrepreneur In Residence of Lightspeed Venture Partners, a global venture capital firm focused on multi-stage investments in the enterprise, consumer, and health sectors. Prior to his time at Lightspeed Venture Partners, Mr. Ball held leadership positions at SAP Americas, Inc., Infolio, Liquid Software, and Webhire. Mr. Ball holds a Bachelor of Arts degree in political science from the College of the Holy Cross and a Juris Doctorate degree from Suffolk University Law School.

Mitch Benson has served as our as our Chief Strategy Officer since May 2022 and previously served as our Chief Product Officer from August 2019 to May 2022, as Senior Vice President, Product from August 2017 to August 2019, as Vice President, Canvas Product from May 2016 to August 2017, and Vice President, K-12 Markets from 2014 to May 2016. Prior to joining Instructure in 2014, Mr. Benson was the Senior Vice President and Chief Learning Technology Officer of Pearson from 2009 to 2013 and a Senior Director of Microsoft from 2006 to 2009. Mr. Benson has also worked in the not-for-profit and public sectors in Washington State. Mr. Benson holds a bachelor’s degree in Comparative U.S. studies from the University of Washington, completed a fellowship in Not-for-Profit Leadership at the Stanford University Graduate School of Business, and holds a master’s degree in Information Systems from Capella University.

Dale Bowen has served as our Chief Financial Officer since April 2020. Prior to his role at Instructure, Mr. Bowen served as the Chief Financial Officer of Consilio, a technology enabled eDiscovery service provider from 2013 to 2020, and prior to that, as the Vice President of Finance of GridPoint from 2006 to 2013. Mr. Bowen holds a bachelor’s degree in Business Management from the University of Utah, and a master’s degree in Financial Economics for Public Policy from American University.

Matthew A. Kaminer has served as our Chief Legal Officer since 2015 and as our Chief People Officer since February 2022. Prior to this, Mr. Kaminer served as General Counsel of Collective, Inc., a video and mobile advertising company, from 2013 to 2015. Mr. Kaminer has also previously served as General Counsel of Epocrates, Inc. and MediMedia USA, Inc., and Assistant General Counsel and Chief Privacy Officer at WebMD Health Corp. Mr. Kaminer holds a bachelor’s degree in Computer Science from Pennsylvania State University and a Juris Doctorate from George Washington University.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation

The purpose of this compensation discussion and analysis section is to discuss the material components of the executive compensation program for our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated officers, who we refer to as our “Named Executive Officers” or “NEOs.” For the year ended December 31, 2022, our NEOs and their positions were as follows:

Compensation Philosophy and Objectives

Our Compensation and Nominating Committee reviews and approves the compensation of our NEOs and oversees and administers our executive compensation programs and initiatives. Our executive compensation program is designed to provide our NEOs with meaningful incentives and rewards, while effectively balancing the short-term and long-term interests of our stockholders with our ability to attract and retain talented executives.

The Compensation and Nominating Committee has the primary responsibility for establishing our executive compensation philosophy and determining the specific components and levels of each NEO’s compensation (or recommending to our Board for approval, with respect to our CEO). Our executive compensation program is based on four guiding principles, as set forth by the Compensation and Nominating Committee. We follow a compensation program that combines short-term and long-term components, cash and equity and fixed and performance-based contingent payments, in the proportions we believe achieve these four guiding principles:

To achieve these objectives, our Compensation and Nominating Committee expects to implement new compensation plans and maintain our current compensation plans in order to tie a substantial portion of the executives’ overall compensation to key strategic financial and operational goals such as profitability and revenue growth.

An important element of our compensation philosophy is to provide our NEOs with compensation packages that are competitive with the compensation offered to the executives in comparable positions in technology companies of similar size and industries in order to attract dynamic and innovative executives to lead our strategic initiatives. As such, the Compensation and Nominating Committee utilizes and relies significantly on a competitive market analysis when determining (or recommending to our Board, in the case of our CEO) the size, components and mix of our NEOs’ compensation packages.

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Historically, our NEOs’ target annual compensation has consisted of three principal components: (a) base salary, (b) a performance-based cash bonus or sales commission and (c) long-term equity incentive compensation. The base salary component has primarily been designed to provide a predictable level of financial stability. The performance-based cash bonus has been designed to reward the achievement of the short-term goals contained in our operating plan. The base salary and performance-based cash bonus have been referred to as the cash component of the compensation plan. The equity compensation component is primarily designed to incentivize and retain our executives and to reward the achievement of our long-term financial and strategic objectives.

Compensation and Nominating Committee Procedures

In order to ensure that we continue to remunerate our executives appropriately, the Compensation and Nominating Committee retained Compensia as its independent compensation consultant to review its policies and procedures with respect to executive compensation. Compensia assists the Compensation and Nominating Committee by providing comparative market data on compensation practices and programs based on an analysis of peer competitors and by providing guidance on industry best practices. The Compensation and Nominating Committee retains the right to modify or terminate its relationship with Compensia or select other outside advisors to assist the Compensation and Nominating Committee in carrying out its responsibilities. In connection with its engagement of Compensia and based on the information presented to it, the Compensation and Nominating Committee assessed the independence of Compensia pursuant to applicable SEC and NYSE rules and concluded that Compensia’s work for the Compensation and Nominating Committee did not raise any conflict of interest for 2022. Outside of providing executive and director advisory services to our Compensation and Nominating Committee, Compensia provided no other services to the Company or its affiliates.

Mitigation of Risk

The Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs, as well as the multiyear vesting schedules for equity awards encourage employees to maintain both a short and a long-term view with respect to Company performance.

Elements of Compensation

Our current executive compensation program, which was set by our Compensation and Nominating Committee, consists of the following components:

We combine these elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives and align the interests of our executive officers and other senior personnel with those of our stockholders.

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Base Salary

The base salary established for each of our NEOs is intended to reflect each individual’s responsibilities, experience, prior performance and other discretionary factors deemed relevant by our Compensation and Nominating Committee. Base salary is also designed to provide our NEOs with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance. Our Compensation and Nominating Committee determines market level compensation for base salaries based on our NEOs’ experience in the industry with reference to the base salaries of similarly situated executives in other companies of similar size and stage of development operating in our industry. This determination is informal and based primarily on the general knowledge of our Compensation and Nominating Committee of practices within our industry and such base salaries have been periodically reviewed and adjusted by our Compensation and Nominating Committee. The table below sets forth the base salaries of each of our NEOs who was employed by us as of December 31, 2022.

Performance-Based Cash Bonuses

Each of our NEOs is eligible to receive a performance-based annual bonus, subject to employment on the date of payment. The Compensation and Nominating Committee approved the 2022 executive bonus objectives on February 28, 2022 (such objectives, the “2022 Bonus Plan”). Under the 2022 Bonus Plan, performance-based cash bonuses will be earned based on the Company’s performance measured against an EBITDA target (“EBITDA Target”) and an ARR (annual recurring revenue) target (“ARR Target”) for the year ended December 31, 2022. Each of our NEOs was eligible to earn such NEO’s annual performance-based cash bonus target (the “Incentive Target”) based on the Company’s achievement level of the EBITDA Target and the ARR Target, each measure weighting equally.

Our 2022 Bonus Plan provided each NEO with eligibility to earn up to 150% of the NEO’s Incentive Target. Actual bonus amounts under our 2022 Bonus Plan were based on the level of achievement of the EBITDA Target and the ARR Target based on the schedule shown in the table below, with straight line interpolation for the achievement of actual EBITDA and ARR between 50%-150% of EBITDA Target and between the percentages of ARR Target shown below. In addition, if actual EBITDA is below 97% of EBITDA Target, NEOs will only be eligible to receive payment for achievement of ARR Target at 100% of the NEO’s Incentive Target even if actual ARR achievement is above 100% of ARR Target. Similarly, if actual ARR is below 99% of ARR Target, NEOs will only be eligible to receive payment for achievement of EBITDA Target at 100% of the NEO’s Incentive Target.

In general, we consider our EBITDA Target and ARR Target for 2022 to have been challenging but achievable. Our actual EBITDA amount for 2022 was approximately 100% of the EBITDA Target and our actual ARR amount for 2022 was approximately 98.1% of the ARR Target. As a result, on February 28, 2023, each of our NEOs received a payment equal to 76.2% of such NEO’s Incentive Target. The table below sets forth the Incentive Target (as both a percentage of base salary and a dollar amount based on the NEO’s base salary as of December 31, 2022) and actual bonus payment amounts for each of our NEOs who was employed on the bonus payment date.

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EBITDA and ARR are internal metrics used by management to evaluate the health of the business on a cash basis and generally reflect our earnings on an entirely cash basis prior to making adjustments for debt-related costs, including interest expense, taxes, depreciation, and amortization, as well as other items of a significant or unusual nature.

Long-Term Equity-Based Compensation

In general, our Compensation and Nominating Committee considered an NEO’s current position with our Company, the size of the NEO’s total compensation package and the amount of existing vested and unvested equity awards, if any, then held by the NEO. For 2022, our Compensation and Nominating Committee determined the size of equity award grants after considering the following factors:

In 2022, after consideration of the retentive value of the restrictive stock units that our NEOs received in exchange for Class B Units of Instructure Parent, L.P. in connection with our IPO along with the factors listed above, our Compensation and Nominating Committee, approved the grant of awards of restricted stock units (“RSUs”) to each of our NEOs as set forth in the table below under the plan:

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Other Executive Benefits and Perquisites

We provide the following benefits to our executive officers on the same basis as other eligible employees:

We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.

Employment Agreements and Severance Benefits

We are party to executive agreements with our NEOs, which provide eligibility for severance payments and benefits in connection with certain qualifying terminations of employment. The terms of the executive agreements with our NEOs are described in the sections captioned “Narrative to Summary Compensation Table and 2022 Grants of Plan-Based Awards Table” and “Potential Payments upon a Termination of Employment or a Change in Control.”

Clawback Policy

The Compensation and Nominating Committee is reviewing the final rule issued by the SEC implementing the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to recoupment of incentive-based compensation and will adopt a compliant clawback policy when the NYSE adopts listing standards in accordance with the final rules.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code

We focus on long-term stockholder value when determining all elements of compensation. As a result, tax deductibility is not our only consideration in awarding compensation. Section 162(m) of the Internal Revenue Code (the “Code”) generally limits the tax deductibility of compensation paid by public companies to covered employees, such that a public company generally can take a tax deduction for up to $1 million worth of compensation paid to any given covered employee in any calendar year. Although our Compensation and Nominating Committee is mindful of the benefits of tax deductibility when determining executive compensation, our Compensation and Nominating Committee may approve compensation that will not be fully-deductible in order to ensure competitive levels of total compensation for our executive officers and will retain flexibility to design compensation programs that are in the long-term interests of the Company and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account.

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Section 280G of the Internal Revenue Code

Section 280G of the Code disallows a tax deduction with respect to “excess parachute payments” to certain executive officers of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax penalty on the individual receiving the “excess parachute payment”. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans or programs and other equity-based compensation. “Excess parachute payments” are parachute payments that exceed a threshold determined under Section 280G of the Code based on an executive officer’s prior compensation. In approving compensation arrangements for our NEOs in the future, we expect that the Board will consider all elements of the cost to us of providing such compensation, including the potential impact of Section 280G of the Code. However, the Board may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility of Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.

Section 409A Considerations

Another section of the Code, Section 409A, affects the manner by which deferred compensation opportunities are offered to our employees because Section 409A requires, among other things, that “non-qualified deferred compensation” be structured in a manner that limits employees’ abilities to accelerate or further defer certain kinds of deferred compensation. To the extent any of our existing compensation arrangements are subject to Section 409A of the Code, we intend to operate them in accordance with the applicable rules thereunder, and we will continue to review and amend our compensation arrangements if necessary to comply with Section 409A. We do not provide for excise tax gross-ups under Section 409, Section 280G or otherwise to our executive officers and do not expect to do so in the future.

Accounting for Stock-Based Compensation

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an associate is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. The Compensation and Nominating Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Stockholder Say-on-Frequency and Say-on-Pay Advisory Vote

We held an advisory vote on the frequency of future “Say-on-Pay” advisory votes (referred to as the “Say-on-Frequency” vote) at our 2022 annual meeting of stockholders, pursuant to which the majority of the advisory votes cast voted to hold our “Say-on-Pay” votes every year. The Board considered the outcome of this advisory vote and determined that future “Say-on-Pay” votes will be conducted every year. The Board will re-evaluate this determination after the next stockholder advisory “Say-on-Frequency” vote (which will be at the Company’s 2028 annual meeting of stockholders unless presented earlier).

In the advisory vote held at our 2022 annual meeting of stockholders, approximately 99.8% of the votes cast were in favor of our 2022 executive compensation programs. Pursuant to the “Say-on-Pay Proposal” included in this Proxy Statement, our stockholders will be voting again to approve the compensation of our NEOs. See “Proposal 2 - Advisory Vote Regarding Named Executive Officer Compensation (“Say-on-Pay”)”.

We will continue to consider the outcome of the say-on-pay and say-on-frequency advisory votes when making compensation decisions regarding our NEOs.

2022 Summary Compensation Table

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The amounts included in the “Merger Awards” column represent the amounts paid to the NEOs in respect of Merger Awards as consideration for vested equity awards at the time of the Take-Private Transaction and amounts that were paid as consideration for unvested equity awards that subsequently met the vesting conditions in 2022 and were paid out following the Take-Private Transaction.

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2022 Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2022 with respect to our NEOs. Please see the “Narrative to Summary Compensation Table and 2022 Grants of Plan-Based Awards Table” below for additional information about the vesting parameters and other material terms applicable to equity awards reflected in the table immediately below.

Narrative to Summary Compensation Table and 2022 Grants of Plan-Based Awards Table

Executive Agreements with NEOs

In June 2021, we entered into executive agreements with all of our NEOs, which became effective on July 26, 2021 (collectively, the “Executive Agreements”). The Executive Agreements superseded the offer letters previously in place with each of Messrs. Daly, Benson, and Bowen, and the executive agreements previously in place with each of Messrs. Kaminer and Maylett. The Executive Agreements generally provide for at-will employment and eligibility for severance payments and benefits upon a qualifying termination of employment. For additional information with respect to such severance payments and benefits, see “Potential Payments upon a Termination of Employment or a Change in Control.”

On January 3, 2023, Board appointed Chris Ball as President and Chief Operating Officer of the Company, effective as of January 9, 2023. In connection with his appointment, Mr. Ball entered into an employment agreement with the Company, dated as of January 3, 2023. Mr. Ball’s employment agreement provides for at-will employment and eligibility for severance payments and benefits upon a qualifying termination of employment. For additional information with respect to such severance payments and benefits, see “Potential Payments upon a Termination of Employment or a Change in Control.”

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On January 6, 2023, Mr. Maylett informed the Company that he intended to step down from the Company. Mr. Maylett's last day of employment with the Company was February 15, 2023. In connection with Mr. Maylett’s resignation, Mr. Maylett received certain payments and benefits pursuant to his employment agreement. For additional information with respect to payments and benefits associated with Mr. Maylett’s resignation, see “Potential Payments upon a Termination of Employment or a Change in Control.” The Company and Mr. Maylett entered into a consulting agreement dated February 10, 2023 (the “Consulting Agreement”), pursuant to which Mr. Maylett will provide consulting services to the Company during the period commencing on February 15, 2023 and ending on July 15, 2023 (the “Consulting Term”). In consideration of Mr. Maylett’s services during the Consulting Term, and notwithstanding any term in the applicable award agreement or the Company’s 2021 Omnibus Incentive Plan to the contrary, the 31,996 restricted stock units held by Mr. Maylett as of February 1, 2023 will vest in accordance with their respective vesting schedules on March 1, 2023 and June 1, 2023 (the “Services Consideration”). The Services Consideration will be the only consideration paid for the services rendered during the Consulting Term.

Outstanding Equity Awards at 2022 Fiscal Year End

The following table summarizes the outstanding equity awards held as of December 31, 2022 by each of the NEOs, using the closing stock price of $23.44.

2022 Options Exercised and Stock Vested

The Company does not issue stock options to any of its employees. The following table summarizes the value received from stock grants vested during 2022.

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2022 Pension Benefits

Our NEOs did not participate in, or otherwise receive any benefits under, any pension plan sponsored by the Company during the 2022 fiscal year. For a description of the Company’s 401(k) plan, see the description in Note 14 to our financial statement included in our Annual Report on Form 10-K for the year ended December 31, 2022.

2022 Nonqualified Deferred Compensation

Our NEOs did not participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us.

Potential Payments upon a Termination of Employment or a Change in Control

Executive Agreements

Termination in Connection with a Change in Control

Each of the Executive Agreements provide that, upon a termination of the NEO by the Company without “cause” or a resignation by the NEO for “good reason” (each as defined in the Executive Agreements), in either case within three months prior to (and contingent upon the consummation of a “change in control” (as defined in the Executive Agreements)), in connection with, or within 12 months following the effective date of a “change in control” (a “CIC Termination”, and such benefits, “CIC Severance”)), the NEO is eligible to receive severance consisting of (a) continued installments of the NEO’s then current base salary for (i) in the case of Mr. Daly, 18 months, and (ii) in the case of Messrs. Bowen, Kaminer, Maylett and Benson, 12 months, following the NEO’s separation in accordance with the Company’s regular payroll schedule; (b) reimbursement of COBRA premiums for up to (i) in the case of Mr. Daly, 18 months and (ii) in the case of Messrs. Bowen, Kaminer, Maylett and Benson, 12 months, following the separation date; and (c) full vesting of all outstanding unvested stock awards then held by the NEO immediately prior to the date of separation.

Messrs. Bowen, Kaminer and Benson’s Executive Agreements also provide that if the CIC Termination occurs on or after March 31 in a calendar year, the NEO is eligible for a lump sum amount equal to 80% of their then current target bonus, pro-rated based on the number of full months employed in the year of separation. Mr. Kaminer’s Executive Agreement also states that he is eligible to receive full acceleration of all of his unvested Merger Awards, with any such amounts becoming payable in a lump sum no later than March 15 of the year following any such termination.

These payments are, in each case, subject to the NEO’s timely execution and non-revocation of a general release of claims in favor of the Company.

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Under the terms of Mr. Ball’s employment agreement, if Mr. Ball’s employment is terminated without “cause” (other than as a result of death or disability) in connection with a “change in control” (each as defined in Mr. Ball’s employment agreement), then he will be entitled to the following severance benefits: (i) an amount in cash equal to 12 months of his base salary for the year in which the termination occurs, payable over a period of 12 months following the termination and (ii) payment for the cost of COBRA coverage for up to 12 months following the termination or the date on which he became eligible to be covered by the health care plans of another employer.

Termination without a Change in Control

Upon a termination of the NEO by the Company without “cause” or a resignation by the NEO for “good reason” that is not a CIC Termination, the NEOs are eligible for severance (“Non-CIC Severance”) of (a) six months (or, in the case of Mr. Daly, 12 months) of the NEO’s then current base salary in accordance with the regular payroll schedule and (b) a reimbursement of COBRA premiums for up to six months (or, in the case of Mr. Daly, 12 months) following the separation date; in each case subject to the timely execution and non-revocation of a general release of claims in favor of the Company. Additionally, in connection with the Take-Private Transaction, Mr. Kaminer’s Executive Agreement provides that he is eligible to receive full acceleration of all of his unvested Merger Awards, with any such amounts becoming payable in a lump sum no later than March 15 of the year following any such termination, subject to his timely execution and non-revocation of a general release of claims in favor of the Company.

These payments are, in each case, subject to the NEO’s timely execution and non-revocation of a general release of claims in favor of the Company.

Payment of any of the CIC Severance or Non-CIC Severance is conditioned upon (i) the NEO continuing to comply with the NEO’s obligations under our standard Confidentiality and Intellectual Property Agreement and (ii) the NEO’s resignation from all positions with the Company, any subsidiaries and affiliates, and the Board (if applicable).

Under the terms of Mr. Ball’s employment agreement, if Mr. Ball is terminated without cause (other than as a result of death or disability) and such termination is not a in connection with a change in control, Mr. Ball will be entitled to the following severance benefits: (i) an amount in cash equal to six months of Mr. Ball’s base salary for the year in which the termination occurs, payable over the six month period following the termination and (ii) payment for the cost of COBRA coverage for up to six months following the termination or the date on which Mr. Ball became eligible to be covered by the health care plans of another employer, subject, in each case, to Mr. Ball’s compliance with his ongoing obligations to the Company and timely resignation from all positions with the Company. The definitions of “good reason,” “cause,” and “change in control” in Mr. Ball’s employment agreement are as specified below with respect to the Executive Agreements.

As defined in the Executive Agreements, “good reason” means the occurrence of any of the following without the NEO’s written consent: (i) a material reduction in job duties, responsibilities, title or authority inconsistent with the NEO’s position with the Company (provided, however, that any such reduction or change (including a change in title) after a change in control will not constitute “good reason” if the executive retains reasonably comparable duties, position and responsibilities with respect to the Company’s business within the successor entity following a change of control); (ii) a material reduction of the NEO’s then current base salary, representing a reduction of more than 10% of the NEO’s then current base salary (provided, that an across-the-board reduction in the salary level of all executive officers of the Company by the same percentage amount as part of a general salary level reduction implemented prior to a change in control will not constitute such a material salary reduction); or (iii) the relocation of the NEO’s principal place of employment to a place that increases the NEO’s one-way commute by more than 35 miles as compared to the NEO’s then current principal place of employment immediately prior to such relocation; provided, that the NEO gives written notice to the Company of the event forming the basis of the termination for “good reason” within 60 days after the date on which the Company gives the NEO written notice of the Company’s affirmative decision to take an action set forth in clause (i), (ii), or (iii) above, the Company fails to cure such basis for the “good reason” resignation within 30 days after receipt of the NEO’s written notice and the NEO terminates the NEO’s employment within 30 days following the expiration of the cure period.

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As defined in the Executive Agreements, “cause” means that the NEO is terminated by the Company due to the NEO’s (i) commission of any material act of dishonesty; (ii) conviction of a felony or any crime involving moral turpitude; (iii) commission of any action that that has caused or is reasonably expected to result in material harm to the business or the reputation of the Company (excluding any action taken in good faith); (iv) material violation of any duty or obligation owed by that NEO to the Company which causes or is reasonably expected to cause material injury to the Company; (v) material breach of any of the NEO’s obligations under any written agreement or covenant with the Company; or (vi) repeated refusal to substantially perform the NEO’s assigned duties.

Pursuant to the Executive Agreements, “change in control” has the meaning set forth in the Instructure Holdings, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”). As set forth in the 2021 Plan, “change in control” generally means (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; (b) a merger, reorganization, or consolidation of the Company or in which equity securities of the Company are issued; (c) during the period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets.

In connection with Mr. Maylett’s resignation in January 2023, Mr. Maylett received the following payments and benefits pursuant to his employment agreement: (i) accrued wages and benefits, (ii) base salary continuation during the six-month period following Mr. Maylett’s termination date and (iii) COBRA continuation coverage for a period ending on the earlier of (x) the six-month anniversary of Mr. Maylett’s termination date or (y) the date Mr. Maylett becomes eligible to be covered by the health care plans of another employer, subject to Mr. Maylett’s timely election and continued eligibility. Mr. Maylett is subject to a perpetual confidentiality covenant, a one-year non-solicitation of employees covenant, and a perpetual non-disparagement covenant.

Single-Trigger Vesting upon a Change in Control

Mr. Daly’s Executive Agreement provides for single-trigger vesting of all outstanding equity awards held by Mr. Daly effective immediately prior to a change in control.

RSUs Granted July 21, 2021

Pursuant to the RSU agreements relating to the RSUs granted July 21, 2021, in the event an NEO incurs a termination of service due to the NEO’s death or disability, any unvested portion of the such RSUs outstanding as of immediately prior to such termination will automatically vest.

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Potential Payments upon a Termination of Employment or a Change in Control

The precise amount that each NEO below would receive cannot be determined with certainty until a qualifying termination or change in control has occurred. However, the table below provides estimates of the amounts each NEO would have received if a qualifying termination and/or a change in control had occurred on December 31, 2022.