Sprout Social Inc

We compensate our named executive officers primarily through a mix of base salaries, cash bonuses through our 2023 Short-Term Incentive Plan, and long-term equity incentives pursuant to our LTI Program. These elements of compensation are summarized below:

2023 Target Pay Mix for our Named Executive Officers

Our Compensation Committee believes that the characteristics of each element and form of executive compensation are a key driver in determining the allocation of a named executive officer’s target total direct compensation. While, for all named executive officers, the largest portion of their compensation is long-term equity incentives, the differences in the scope of each named executive officer’s responsibility is the key driver of variations in their compensation mix. The following charts represent the 2023 mix of target total direct compensation for our named executive officers, not including any employee or personal benefits. The equity compensation amounts shown in the charts below represents the grant date fair value of RSU awards, not compensation paid to or realized by our named executive officers.

These charts illustrate that a significant majority of 2023 NEO compensation is variable and at-risk. Variable and at-risk compensation represented 93.7%, 90.3%, and 82.9% respectively, of Mr. Howard’s, Mr. Barretto’s, and all other NEO’s target total direct compensation in 2023.

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2023 Base Salaries

Base salaries represent the fixed annual cash amounts paid to our named executive officers and are an important element of compensation intended to attract and retain high-performing individuals. Our Compensation Committee reviews our named executive officers’ base salaries annually, but may also adjust them during the year to reflect significant changes in the scope of a named executive officer’s responsibilities or market conditions. As the result of such review, our Compensation Committee approved the following adjustments to the base salaries of our named executive officers during 2023:

The Compensation Committee’s primary reasoning for these base salary increases was to bring our NEO salary practices closer in line with our 2023 compensation peer group and broad-based compensation surveys and to encourage retention in a highly competitive market.

2023 Short-Term Incentive Compensation Plan

For 2023, our Compensation Committee adopted the cash-based 2023 Short-Term Incentive Plan. To the extent earned, these bonuses are paid quarterly following certification of the performance goal achievement for each quarter. The target annual short-term incentive opportunity for each NEO is calculated by multiplying their respective base salaries by a bonus percentage as described in the tables below. The process for designing our 2023 Short-Term Incentive Plan, including setting target bonus amounts, is described above under “Process for Setting Executive Compensation.” Our Compensation Committee retains the discretion to increase or decrease payouts under this plan.

Our Compensation Committee established a quarterly bonus structure to align with the Company’s business model. The Committee also believes this structure provides a sustained performance incentive by setting challenging performance targets for each quarter and avoiding situations where NEOs are less incentivized to drive performance later in the fiscal year.

The quarterly bonus is based on the Company’s achievement of two performance metrics: revenue and non-GAAP operating income, weighted at 70% and 30%, respectively, of the total target annual short-term incentive opportunity. Our Compensation Committee believes revenue and non-GAAP operating income were the most appropriate performance measures to use in determining cash bonus payouts as they are indicators of successful execution of our annual operating plan. In addition, our Compensation Committee believes the respective weighting of these metrics is appropriate as the Company’s strategic plan is heavily focused on driving profitable growth.

The targets and payouts for these metrics are established based on the Company’s performance relative to the guidance it provides to the market for the particular quarter and are set forth in the table below. For example, if the Company’s revenue performance was between the mid-point to the high-end of the revenue guidance range the Company provided to the market and the non-GAAP operating income performance was 102% of the high-end of the non-GAAP operating income guidance range the Company provided to the market, the revenue payout would be at 80% or 56% of the total bonus

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opportunity, and the non-GAAP operating income payout would be 100%, or 30% of the total bonus opportunity, for a total achievement of 86% of each named executive officer’s target short-term incentive opportunity.

For purposes of the 2023 Short-Term Incentive Plan, we define “Revenue” as the GAAP measure used by the Company and as stated in our audited financial statements and “non-GAAP operating income (loss)” as GAAP income (loss) from operations, excluding stock-based compensation expenses, acquisition-related expenses and amortization expenses associated with the acquired intangible assets from the Tagger Media, Inc. acquisition.

The following table describes the relationship between the Company’s performance in 2023 and the resulting payout for our NEOs under our 2023 Short-Term Incentive Plan. As the high end of guidance provided for non-GAAP operating income (loss) in the first three quarters of 2023 was a loss, actual Company quarterly performance resulting in a non-GAAP operating loss smaller than our high end guidance for non-GAAP operating income equated to performance above target.

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The aggregate target cash bonus opportunity and aggregate payout for each NEO for 2023, based on the performance as set forth in the above table, are as follows:

2023 Long-Term Equity Incentives

A significant portion of our named executive officers’ target total direct compensation is delivered in the form of long-term incentive compensation in the form of equity awards granted pursuant to our LTI Program. We have historically used RSU awards as our primary long-term equity incentive vehicle as they provide a strong retention incentive for our named executive officers and are less dilutive than stock options to our stockholders. We believe that linking a significant portion of our named executive officer’s compensation to RSU awards incentivizes share price growth, strengthens alignment between management and stockholders, and serves as an important retention tool. Further, as we continue to transition our executive compensation program as a relatively new public company, we believe that time-based vesting is the appropriate means for earning these awards to incentivize our named executive officers to generate long-term value for our stockholders, and that our mix of short-term performance-based cash bonuses and RSU awards earned over a multi-year vesting schedule effectively drives performance and promotes stability and retention of our management team.

Annual RSU awards to our executive officers are typically approved in the first quarter of each year. However, there are occasions when awards are granted on other dates, for example with new hire grants and out-of-cycle promotion grants. All required Compensation Committee approvals are obtained in advance of or on the actual grant date.

In determining the size of the annual RSU award for each NEO, our Compensation Committee primarily considers the practices of the companies in our compensation peer group, the results of selected broad-based compensation surveys, the responsibility and performance of the NEO, and the amount of equity compensation held by the named executive officer (including the current economic value of their unvested equity and the ability of these unvested holdings to satisfy our retention objectives).

The following vesting terms applied to the 2023 NEO RSU awards (the “Standard RSU Vesting Schedule”):

•one-quarter of the units vest on the first anniversary of the vesting commencement date, and in approximately equal quarterly installments thereafter until the award is fully vested four years from the vesting commencement date;

•our board of directors and Compensation Committee have discretion in setting the vesting commencement date. However, for administrative convenience, they generally set RSU vesting commencement dates to be on March 1 st, June 1 st, September 1 st or December 1 st; and

•the RSU awards are subject to the 2019 Equity Incentive Plan, the applicable RSU award agreement, and the named executive officer’s continued employment with us through each applicable vesting date, among other things.

Each unit that vests represents a contingent right to receive one share of our Class A common stock.

The number of RSUs granted to our NEOs in 2023 is set forth in the table below. For additional information, please review the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards” table found later in this proxy statement.

*This number consists of (a) an annual grant of 60,134 RSUs, and (b) 120,000 RSUs granted as result of Mr. Barretto receiving the $300M ARR Milestone Grant in March 2023, as described in more detail directly below. While the achievement of the performance milestone applicable to the $300M ARR Milestone Grant and the grant of the corresponding RSUs occurred in 2023, the Company was required by SEC rules to report the entirety of the accounting grant date fair value associated with the $300M ARR Milestone Grant as 2021 compensation for Mr. Barretto in the Summary Compensation Table.

Barretto Milestone Equity Incentives

In consideration of his responsibility for driving the Company’s financial performance, on October 4, 2021, our Compensation Committee provided Mr. Barretto with a special, performance-based, long-term incentive equity award opportunity consisting of 120,000 RSUs and based on the Company’s Annual Run Rate (defined below) reaching at least $300 million, the $300M ARR Milestone Grant. Mr. Barretto was eligible to receive the $300M ARR Milestone Grant of 120,000 RSUs as soon as reasonably practicable following the first calendar month during which (a) he was continuously employed by the Company for the entirety of such month, and (b) the Company’s Annual Run Rate with respect to such month equaled at least $300 million (the “$300M ARR Target”). “Annual Run Rate” means the product of (A) 12, and (B) the Company’s recurring subscription revenues accrued during any given

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calendar month, as measured at the Company’s reasonable discretion in accordance with its past practices and excluding any subscription revenue exclusively attributed to an acquisition made by the Company prior to the achievement of the $300M ARR Target. “Annual Run Rate” and “Annual Rate of Return” are defined the same way. Once awarded pursuant to the 2019 Equity Incentive Plan, the $300M ARR Milestone Grant would vest according to our Standard RSU Vesting Schedule with a vesting commencement date to be determined.

On March 29, 2023, our Compensation Committee determined that the $300M ARR Target had been achieved as of February 28, 2023, and as a result, the $300M ARR Milestone Grant was awarded to Mr. Barretto on March 29, 2023, pursuant to the 2019 Equity Incentive Plan. 25% of the grant vested on March 1, 2024, with the remaining portion vesting in 12 equal quarterly installments beginning on June 1, 2024, subject to Mr. Barretto’s continued employment.

Perquisites; Health and Welfare Benefits

We provide limited perquisites and personal benefits to our named executive officers, as described below. We believe these perquisites and personal benefits are necessary and appropriate to provide a competitive compensation package to our named executive officers.

Our named executive officers are eligible to participate in a broad range of health and welfare benefit programs in the same manner as our non-executive employees, including our 401(k) retirement savings plan, health insurance, vision insurance, dental insurance, mental health counseling, short-and long-term disability insurance plans, basic and voluntary life insurance plans, child and elder care assistance, adoption and surrogacy assistance, financial well-being counseling, identity and cyber-fraud protection services, legal services insurance, commuter (transit and parking) assistance plans and lifestyle spending account. We match 50% of the contributions made by our employees to our 401(k) retirement savings plan up to 3%, of their salary with an annual per-employee contribution match cap of $5,500, with such matching contributions subject to four-year annual vesting commencing on the employee’s date of hire.