Alkami (ALKT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2025, to be held virtually, with record date set as March 17, 2025.

• Four key proposals: election of three Class I directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes.

• 103,000,820 shares of common stock outstanding and entitled to vote; each share has one vote.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Proposals include: electing three Class I directors (Maria Alvarez, Raphael Osnoss, Joseph Payne), ratifying Ernst & Young LLP as auditor, approving executive compensation, and selecting frequency of future say-on-pay votes.

• Board recommends voting “For” all proposals and “1 Year” for say-on-pay frequency.

• Shareholder proposals for the 2026 meeting must be submitted by December 5, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board reduced from nine to eight members, with rebalancing of director classes.

• Majority of directors are independent; CEO is not considered independent.

• Board leadership structure separates Chairperson and CEO roles; Brian R. Smith serves as Chairperson.

• Four standing committees: Audit, Compensation, Information Systems Audit, and Nominating & Corporate Governance.

• Board and committees met regularly in 2024, with high attendance and independent director executive sessions.