lpsn-20250522

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

(Amendment No. __)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

LivePerson, 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 all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

May 22, 2025

Dear LivePerson Stockholders:

On behalf of the Board of Directors (the “Board”) of LivePerson, Inc. (the “Company”), I cordially invite you to attend our 2025 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”), which is scheduled to be held via live audio webcast on June 25, 2025 at 10:00 a.m. Eastern Time. More details on the Annual Meeting and the business to be conducted thereat can be found in the enclosed Notice of Annual Meeting and Proxy Statement.

We have a number of important proposals for your consideration at the Annual Meeting, including:

•Item 1: to elect two Class I directors to serve until the Company’s 2028 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified;

•Item 2: to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

•Item 3: to approve, on an advisory basis, the compensation of the Company’s named executive officers;

•Item 4: to approve an amendment to the 2019 Stock Incentive Plan, including to increase the number of shares available for issuance thereunder and to make certain other changes thereto; and

•to act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

When determining the Board’s recommendations on the director nominees and other matters before the Annual Meeting, the Board has carefully considered the best interests of all our stockholders.

Thank you for being a stockholder of the Company. Your vote and participation, no matter how many shares you own, are very important to us. We look forward to seeing you at the virtual Annual Meeting.

Sincerely,


By:			/s/ James Miller
Name:			James Miller
Title:			Chair of the Board

If you have any questions or need any assistance in authorizing a proxy or voting your shares, please contact our proxy solicitor:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, New York 10001

Call Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

LivePerson, Inc.

www.liveperson.com

___________________________________________________

Notice of Annual Meeting of Stockholders

___________________________________________________

June 25, 2025

10:00 a.m. Eastern Time

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) of LivePerson, Inc., a Delaware corporation (the “Company”), is scheduled to be held on June 25, 2025 at 10:00 a.m. Eastern Time. The Annual Meeting will be held via a live audio webcast at www.virtualshareholdermeeting.com/LPSN2025. The Annual Meeting will be held for the following purposes, as more fully described in the Proxy Statement accompanying this Notice:

(1)Election of two Class I directors — Vanessa Pegueros and William G. Wesemann — to serve until the Company’s 2028 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified;

(2)Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

(3)Advisory approval of the compensation of the Company’s named executive officers; and

(4)Approval of an amendment to the 2019 Stock Incentive Plan, including to increase the number of shares available for issuance thereunder and to make certain other changes thereto, as described further in the accompanying Proxy Statement.

Stockholders may also act upon such other business as may properly come before the Annual Meeting.

Only stockholders of record at the close of business on May 1, 2025 (the “record date”) are entitled to notice of and to vote at the Annual Meeting. Such stockholders are urged to promptly submit the enclosed proxy card, even if their shares were sold after the record date.

We have adopted a virtual format with a live audio webcast for the Annual Meeting to provide a consistent experience for all stockholders. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the record date or hold a valid legal proxy for such a stockholder for the Annual Meeting. To participate in the Annual Meeting, stockholders will be required to enter the control number found on their proxy card or voting instruction form. Beneficial owners that wish to vote at the meeting must obtain a legal proxy from their bank, broker or other nominee prior to the meeting. You will need to upload an electronic image (such as a pdf file or scan) of the legal proxy in order to vote at the meeting.

All stockholders as of the record date are cordially invited to virtually attend the Annual Meeting. Whether or not you expect to virtually attend the Annual Meeting, it is important that your shares be represented at the Annual Meeting, regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting, we encourage you to vote TODAY so that your voice is heard by voting (i) by Internet, by following the instructions

specified on the enclosed proxy card, (ii) by telephone or (iii) by signing, dating and returning the enclosed proxy card in the prepaid postage envelope provided. Voting by any of these methods will not prevent you from attending the Annual Meeting and voting your shares. You may change or revoke your proxy at any time before it is voted. Your vote is extremely important, and we appreciate you taking the time to submit your proxy to vote promptly.

If your broker, bank or other nominee is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive a voting instruction form from the holder of record. We recommend that you instruct your broker, bank or other nominee to submit your proxy to vote your shares on the proxy card.

The Board of Directors strongly recommends a vote “FOR” each of the Company’s director nominees to be elected at the Annual Meeting pursuant to Proposal No. 1, and a vote “FOR” each of the Company’s other proposals listed as Proposal Nos. 2, 3 and 4 in the Proxy Statement using the enclosed proxy card.

Regardless of the number of shares of common stock of the Company that you own, your vote will be very important. Thank you for your ongoing support, interest and investment in the Company.

By Order of the Board of Directors


By:			/s/ James Miller
Name:			James Miller
Title:			Chair of the Board

May 22, 2025

This Notice of Annual Meeting and the enclosed Proxy Statement and proxy card are first being mailed to stockholders entitled to notice of and to vote at the Annual Meeting on or about May 22, 2025.


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders Scheduled to Be Held on June 25, 2025 at 10:00 a.m. Eastern Time:

This Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and the Company’s Annual Report for the fiscal year ended December 31, 2024 are available free of charge at www.proxyvote.com.

If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of the Proxy Statement or need help submitting a proxy for your shares, please contact MacKenzie Partners, the Company’s proxy solicitor:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, New York 10001

Call Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

LIVEPERSON, INC.

____________________

PROXY STATEMENT

_____________________


At a Glance			1
Proxy Summary			4
Questions and Answers			7
Proposal No. 1 Election of Directors			14
Our Board of Directors and Corporate Governance			15
Director Compensation			27
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm			29
Audit Committee Report			31
Proposal No. 3 Advisory Approval of the Compensation of Our Named Executive Officers			33
Executive Compensation			35
Ownership of Securities			54
Proposal No. 4 Amendment to the Amended and Restated 2019 Stock Incentive Plan			56
Certain Relationships and Related Transactions			69
Other Information			71
Appendix A: Amendment to Amended and Restated 2019 Stock Incentive Plan			77
Proxy Voting Card			79

In this Proxy Statement, the terms “LivePerson,” the “Company,” “we,” “us,” and “our” refer to LivePerson, Inc., a Delaware corporation, and its subsidiaries unless the context otherwise requires; the “Board” refers to the Company’s Board of Directors; the “Annual Meeting” refers to the Company’s 2025 Annual Meeting of Stockholders, including any adjournments or postponements thereof; and all references to “present” or “presence” refer to virtual presence at the Annual Meeting.

At A Glance

AT A GLANCE

LivePerson is the enterprise leader in digital customer conversations. The world’s leading brands — including HSBC, Virgin Media and Burberry — use our digital customer conversational solutions to integrate humans and AI, at scale. We power nearly a billion conversational interactions each month, providing a uniquely rich data set and AI-powered solutions to accelerate contact center transformation, supercharge agent productivity, and deliver more personalized customer experiences.

Awards and Recognitions

The world’s foremost awards and recognition programs for customer care, sales, marketing, and technology have acclaimed LivePerson’s AI and its ability to produce better outcomes.


UC Awards	2024	Best Contact Center Solution
SIIA CODiEs	2024	Best Customer Service Solution
	2023	Best AI-Enabled Content Solution
	2023	Best Customer Service Solution
G2 Grid	2025	Leader in AI Agents, Bot Platforms, Chatbots, Conversational Marketing, Live Chat and Customer Self-Service
	2024	Leader in Bot Platforms, Chatbots, Conversational Marketing and Live Chat
Fast Company	2024	Selected for Most Innovative Applied AI Companies in the World list
	2022	#1 Most Innovative AI Company in the World
	2022	#22 Overall Most Innovative Company
CX Awards	2023	Best Use of AI
VentureBeat	2022	AI Innovation Award
Business Intelligence Group	2022	Sales and Marketing Product of the Year
Built In	2024	Best Places to Work
	2023
	2022
Stevie	2024	Best Business Intelligence Solution
	2023	Gold Stevie Award for Technology Partner of the Year
	2022	Gold Stevie Award for Best Contact Center Solution
Inc.	2024	Power Partner Awards for Best B2B Companies for Customer Relationship Management
	2023
	2022
Quadrant	2022	Spark Matrix: Digital-First Customer Service Solutions Leader
Digiday	2023	Best E-Commerce Technology


PROXY STATEMENT			1

At A Glance

Corporate Responsibility

We believe that long-term business success is supported by responsible operational practices and strong internal culture. Our efforts to reduce risk, operate efficiently, and support employee engagement are an important part of how we run our business. As part of this approach, we focus on areas that are increasingly important to our stakeholders and our business, including the responsible use of artificial intelligence (“AI”), energy efficiency and initiatives that support an engaged and resilient workforce.



			•Our digital experiences are built on responsible AI principles. We strive to deliver trustworthy and transparent AI at scale, enabling brands to build meaningful and personalized connections with their customers. Recognizing the rapid growth of AI capabilities and the value of trusted, transparent and explainable systems, we have worked and continue to work to create strong product guardrails, and we are committed to responsible AI and data governance principles. We also believe that greater AI fluency and literacy will support adoption and positive use cases and outcomes leveraging the vast potential of AI.
			•We have established a cross-functional committee with representatives from engineering and technology, law, security, people and other key internal stakeholder groups to help review, create and evolve our use of AI as well as of responsible AI principles and practices to help our products evolve ethically and have a positive impact.
			•We were a founding member of a nonprofit organization, EqualAI, which is dedicated to bringing together leaders across business, technology, law and academia to facilitate AI literacy, adoption and governance and to explore key topics relevant to promoting AI adoption and trust principles. More information is available at www.EqualAI.org.
			•LivePerson has been able to substantially reduce its need for office space as well as employee commutes and their associated carbon footprints, through its adoption of an “employee-centric” workforce model.
			•We offer the option to all our employees to choose to work in an office setting when preferred through our partnership with WeWork. We chose WeWork as our main partner due in part to its commitment to become operationally carbon neutral, prioritization of renewable energy sources, and focus on sustainable resource use. According to the Carbon Fund, WeWork office spaces are, on average, 2.5x more efficient than typical office spaces. Our other workspaces have high-energy efficiency appliances as well as full recycling programs, water bottle refill stations and compositing initiatives.
			•We maintain a computer equipment recycling program, ensuring the proper and environmentally friendly disposal of potential electronic waste.


PROXY STATEMENT			2

At A Glance



			• Our primary data center operation partners are leaders in data center sustainability who are committed to either operating on carbon-free energy or being climate-neutral by 2030, investing in resource conservation strategies and innovation, scaling renewable energy purchasing, and actively managing their value chain emissions.
			•Our primary third-party data centers employ a range of best practices, including: •using adaptive control systems that reduce power consumption and increase cooling capacity through active airflow management; •adhering to ASHRAE thermal guidelines to reduce power for cooling; •implementing cold/hot aisle containment that lowers energy consumption and enables more efficient cooling by using physical barriers to reduce the mixing of cold air in data center supply aisles with the hot air in exhaust aisles; and •maintaining energy efficient lighting systems.

Culture

Our Approach: We strive to foster an environment in which all employees are supported and enabled to perform at their best individually and collectively. We value a wide range of perspectives, and believe this supports our successful delivery of innovative AI solutions and consumer experience products and services to our global customer base.

LivePerson is committed to driving positive change in our industry and society, starting with creating a welcoming workplace for all our employees. Our key initiatives include: building shared understanding through ongoing dialogue, empowering our employee-led resource groups, transparent hiring processes, and a focus on accessibility in our benefits and policies, as well as our products.

We conduct periodic reviews of our policies and processes to enhance and promote our employee experiences, including our interview frameworks, the hiring process, rewards philosophy, performance management systems, and family leave policies.

From creating networking opportunities to supporting professional development to enhancing employee engagement and morale and providing feedback on our programs, policies, and initiatives, our employee-led resource groups benefit the entire organization.

Community Engagement

With a global footprint, LivePerson employees take time to give back to their local communities around the world. In 2024, more than 150 LivePerson employees invested over 300 hours of service with 14 non-profit partners in support of causes ranging from food insecurity to environmental conservation and wildlife protection.


PROXY STATEMENT			3

Proxy Summary

PROXY SUMMARY

This section highlights information contained in other parts of this Proxy Statement. We encourage you to review this entire Proxy Statement for more detail on these items, as well as our Annual Report to Stockholders for the fiscal year ended December 31, 2024 (the “2024 Fiscal Year”).


DATE AND TIME:			June 25, 2025 at 10:00 a.m. Eastern Time
PLACE:			The Annual Meeting will be held via a live audio webcast at www.virtualshareholdermeeting.com/LPSN2025. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the record date or hold a valid legal proxy for such a stockholder for the Annual Meeting. To participate in the Annual Meeting, stockholders will be required to enter the control number on their proxy card or voting instruction form. Beneficial owners that wish to vote at the meeting must obtain a legal proxy from their bank, broker or other nominee prior to the meeting. You will need to upload an electronic image (such as a pdf file or scan) of the legal proxy in order to vote at the meeting.

RECORD DATE:			Only stockholders of record as of the close of business on May 1, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon at the Annual Meeting is presented in this Proxy Statement.

PROXY VOTING:			YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we encourage you to vote TODAY so that your voice is heard by voting (i) by Internet, by following the instructions specified on the enclosed proxy card, (ii) by telephone or (iii) by signing, dating and returning the enclosed proxy card in the prepaid postage envelope provided. Voting your shares prior to the Annual Meeting will not affect your right to attend or vote at the Annual Meeting, but will ensure that your vote is counted if you are unable to attend. See “Questions and Answers” beginning on page 7 of this Proxy Statement for more information on how to vote.

Matters to Be Voted On


Proposal Number	Description	Board Recommendation
1	Election of Directors	“FOR” both of the Company’s Nominees
	To elect two Class I directors to serve until the Company’s 2028 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified.
2	Ratify Appointment of Independent Registered Public Accounting Firm	“FOR”
	To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
3	Advisory Vote on the Compensation of our Named Executive Officers	“FOR”
	To approve, on an advisory basis, the compensation of the Company’s named executive officers.
4	Amendment to the 2019 Stock Incentive Plan	“FOR”
	To approve an amendment to the Amended and Restated 2019 Stock Incentive Plan, including to increase the number of shares available for issuance thereunder and to make certain other changes thereto.

We will also transact any other business that may properly come before the Annual Meeting.


PROXY STATEMENT			4

Proxy Summary

Board Snapshot

The following table provides summary information about each of the director nominees and each continuing director.

Name

Age

Director Since

Independent

Class

Current Term Expires

NCGC

Company’s Director Nominees*

Vanessa Pegueros

2022

Yes

2025

William G. Wesemann

2004

Yes

2025

Continuing Directors

Jill Layfield

2016

Yes

2026

James Miller★

2023

Yes

2026

John Sabino CEO

2024

2026

Dan Fletcher

2024

Yes

III

2027

Karin-Joyce (K.J.) Tjon ♦

2024

Yes

III

2027


★	Chair of the Board	AC	Audit Committee
♦	Financial Expert	CC	Compensation Committee
C	Chairperson of Committee	NCGC	Nominating and Corporate Governance Committee
M	Member of the Committee

*If elected, term will expire in 2028


PROXY STATEMENT			5

Proxy Summary

Governance Policies and Practices Snapshot

In addition to a highly qualified, independent Board, we are committed to maintaining a corporate governance structure that provides strong oversight across the Company and promotes long-term stockholder value creation. Some key highlights of our Board and governance practices are set forth below:


Topic		Practice

Director Refreshment	ü	Rigorous director selection and evaluation process focused on the skills and experience relevant to the Company’s future, factoring in background, tenure, skills and experience

Director Independence	ü	All directors except the CEO are independent
	ü	Audit, Compensation and Nominating and Corporate Governance Committees are composed entirely of independent directors

Executive Sessions	ü	Independent directors meet regularly without management

Stockholder Rights	ü	Only one class of capital stock, which is entitled to one vote per share, is issued and outstanding

Executive and Non-Employee Director Stock Ownership	ü	Maintains robust stock ownership guidelines for all executive officers and non-employee directors, including prohibition on new pledging of stock

Director Compensation	ü	Periodic benchmarking of non-employee director compensation against a reasonable set of peers with input from the Compensation Committee’s independent advisor

Board Self-Evaluations	ü	Board and each committee must conduct an annual self-evaluation

Stockholder Engagement	ü	Active and ongoing stockholder engagement program

Risk Oversight	ü	Regular review of the Company’s risk profile, including risks associated with cybersecurity, human capital management, climate change and sustainability
	ü	Enterprise risk management
	ü	Annual risk assessment of the Company’s compensation programs, policies and practices


PROXY STATEMENT			6

Questions and Answers

QUESTIONS AND ANSWERS

Why am I receiving these materials?

You are receiving these proxy materials because you owned shares of the Company’s common stock as of the close of business on May 1, 2025 (the “record date”) for the Annual Meeting. This Proxy Statement, the enclosed proxy card and the Company’s Annual Report to Stockholders are being furnished to stockholders in connection with the solicitation of proxies on behalf of the Board for the Annual Meeting.

What is included in these materials?

These materials include this Proxy Statement for the Annual Meeting, the enclosed proxy card and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the 2024 Fiscal Year. We are first mailing these materials to stockholders entitled to notice of and to vote at the Annual Meeting on or about May 22, 2025. Our proxy materials are also available on the Internet and may be viewed and printed, free of charge, at www.proxyvote.com.

What is the purpose of the Annual Meeting?

For stockholders to vote on proposals to:

1.elect two Class I directors to serve until the Company’s 2028 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified;

2.ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.approve, on an advisory basis, the compensation of the Company’s named executive officers; and

4.approve an amendment to the 2019 Stock Incentive Plan, including to increase the number of shares available for issuance thereunder and to make certain other changes thereto

We will also transact any other business that may properly come before the Annual Meeting.

Why should I participate in voting the shares I own?

YOUR VOTE IS VERY IMPORTANT. Voting your shares is important to ensure that you have a say in the governance of the Company. Please review this Proxy Statement and follow the instructions on the enclosed proxy card to vote your shares. We hope you will exercise your rights and fully participate as a stockholder in our future.

How does the Board recommend I vote on these proposals?

The Board unanimously recommends that you vote on the enclosed proxy card:

•“FOR” each of the Company’s nominees—Vanessa Pegueros and William G. Wesemann—to be elected as Class I directors;

•“FOR” the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

•“FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers; and


PROXY STATEMENT			7

Questions and Answers

•“FOR” the approval of an amendment to the 2019 Stock Incentive Plan, including to increase the number of shares available for issuance thereunder and to make certain other changes thereto.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of the Company’s common stock, par value $0.001 per share, as of the close of business on May 1, 2025, the record date, are entitled to notice of and to vote at the Annual Meeting. On the record date, there were 93,849,817 shares of the Company’s common stock outstanding. Each stockholder is entitled to one vote for each share of common stock held by such stockholder on the record date. Stockholders may not cumulate votes in the election of directors.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares, and these materials have been sent directly to you by us. As a stockholder of record, you are entitled to vote your shares in person at the Annual Meeting or by proxy as described below.

If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered a “street name” stockholder. These materials will be forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. If your shares are held in “street name,” you will receive voting instructions from your broker, bank or other nominee, as described below.

How can I vote my shares if I am a stockholder of record?

Except as provided below with respect to stockholders who hold shares through a member of the Tel Aviv Stock Exchange (“TASE”) and intend to vote their shares, there are four ways a stockholder of record can vote:

•By Internet: You may vote over the Internet at www.proxyvote.com by following the instructions specified on the enclosed proxy card.

•By Telephone: You may vote by telephone by following the instructions specified on the enclosed proxy card.

•By Mail: You may sign, date and return the enclosed proxy card in the prepaid postage envelope provided.

•At the Annual Meeting: You may vote your shares electronically at the Annual Meeting. Please follow the instructions for attending the Annual Meeting and voting during the meeting posted at www.virtualshareholdermeeting.com/LPSN2025. All votes must be received before the polls close during the Annual Meeting.

Stockholders who hold shares through a member of the TASE and intend to vote their shares must deliver to the Company’s Israeli counsel, Arnon, Tadmor-Levy, c/o Moshe Pasker, Azrieli Center (Square Tower), Tel Aviv, Israel, 6702101 (e-mail: MosheP@ArnonTL.com) an ownership certificate confirming their ownership of the Company’s common stock on the record date. Such certificate must be issued by a member of the TASE, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) 2000, as amended. Each such stockholder is entitled to receive the ownership certificate at the branch of the TASE member or by mail to such stockholder’s address (in consideration of mailing fees only), if the stockholder so requests. Such a request should be made promptly upon receipt of this Proxy Statement and should be made for a particular securities account. Stockholders who wish to vote are obliged to complete, sign, date and return the enclosed proxy card in accordance with the instructions indicated thereon along with their ownership certificate to the address of Company’s Israeli counsel indicated above no later than 5:00 p.m. (Israel time) on June 22, 2025. The form of proxy


PROXY STATEMENT			8

Questions and Answers

card for stockholders who hold shares through a member of the TASE is available on the websites: https://www.magna.isa.gov.il and https://maya.tase.co.il.

YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the Annual Meeting, we recommend that you also use the enclosed proxy card to vote (i) by Internet, by following the instructions specified on the enclosed proxy card, (ii) by telephone or (iii) by signing, dating and returning the proxy card in the prepaid postage envelope provided if you are unable to attend the Annual Meeting.

How can I vote my shares if I am a street name stockholder?

If your shares are held in “street name” (that is, held for your account by a broker, bank or other nominee), you will receive voting instructions from your broker, bank or other nominee. You must follow these instructions in order for your shares to be voted. Street name stockholders should generally be able to vote by telephone, by Internet or by signing, dating and returning a voting instruction form. Your broker is required to vote those shares in accordance with your instructions. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you are a street name stockholder, you may not vote your shares by ballot at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

If I submit a proxy card, how will it be voted?

If the enclosed proxy card is properly signed, dated and returned, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified thereon. If you are a stockholder of record of shares of our common stock and if you indicate when voting through the Internet that you wish to vote as recommended by our Board, or if you sign, date and return a proxy card without giving specific voting instructions, then John D. Collins and Monica L. Greenberg, the proxy holders designated by our Board, who are officers of our Company, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting to the extent permitted by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Specifically, to the extent your proxy card does not indicate otherwise, if you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted:

•“FOR” each of the Company’s nominees—Vanessa Pegueros and William G. Wesemann—to be elected as Class I directors;

•“FOR” the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

•“FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

•“FOR” the approval of an amendment to the 2019 Stock Incentive Plan, including to increase the number of shares available for issuance thereunder and to make certain other changes thereto.

The Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this Proxy Statement.

Can I change my vote or revoke my proxy?

Stockholders of Record


PROXY STATEMENT			9

Questions and Answers

If you are a stockholder of record, except as provided below with respect to stockholders who hold shares through a member of the TASE, you can change your vote or revoke your proxy before it is exercised at the Annual Meeting by:

•entering a new vote by Internet or by telephone on a later date;

•signing, dating and returning a later-dated proxy card;

•sending a written notice of revocation to LivePerson, Inc., 530 Seventh Ave, Floor M1, New York, New York 10018, Attention: Corporate Secretary; or

•attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

TASE Stockholders

If you are a stockholder who holds shares through a member of the TASE and wish to revoke or change your proxy card, you must file a notice of revocation or another signed proxy card with the Company’s Israeli counsel no later than 5:00 p.m. (Israel time) on June 22, 2025.

Street Name Stockholders

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote. Street name stockholders may only vote at the Annual Meeting if they obtain a legal proxy from the broker, bank or other nominee that holds their shares.

What should I do if I receive more than one proxy card or set of proxy materials from the Company?

Your shares may be owned through more than one brokerage or other share ownership account. In order to vote all of the shares that you own, you must vote each proxy card you receive in order to vote with respect to each account by telephone, by internet, or by signing, dating and returning each proxy card you receive in the prepaid postage envelope provided.

Can I attend the Annual Meeting?

We have adopted a virtual format with a live audio webcast for the Annual Meeting to provide a consistent experience for all stockholders. The Annual Meeting will be held via a live audio webcast at www.virtualshareholdermeeting.com/LPSN2025. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the record date or hold a valid legal proxy for such a stockholder for the Annual Meeting. To participate in the Annual Meeting, stockholders will be required to enter the control number found on their proxy card or voting instruction form. Beneficial owners that wish to vote at the meeting must obtain a legal proxy from their bank, broker or other nominee prior to the meeting. You will need to upload an electronic image (such as a pdf file or scan) of the legal proxy in order to vote at the meeting.

What constitutes a quorum at the Annual Meeting?

The presence, virtually or by proxy, of the holders of 50% of the stock issued and outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum in connection with the transaction of business at the Annual Meeting. Without a quorum, no business may be transacted at the Annual Meeting. All votes will be tabulated by the independent inspector of election appointed for the Annual Meeting, who will separately tabulate “FOR” and “AGAINST” votes, abstentions (as applicable), withhold votes (as applicable), and broker non-votes (i.e., proxies from brokers, bankers or other nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares as to a matter with respect to which the broker, bank or other nominee does not have discretionary power to vote). Abstentions and withhold votes are counted as “present” for quorum purposes.


PROXY STATEMENT			10

Questions and Answers

What is the voting requirement to approve each of the proposals?

So long as there is a quorum, the voting requirements for the proposals to be presented at the Annual Meeting and the effects of abstentions (as applicable), withhold votes (as applicable), and broker non-votes is as follows:


Proposal	Vote Required	Effect of Abstentions (as applicable), Withhold Votes (as applicable), and Broker Non-Votes
Election of directors	Plurality of the shares of the common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, meaning that the two nominees who receive the most “FOR” votes will be elected to the Board	Withhold votes have no effect on the outcome of the election of directors. Broker discretionary voting is not permitted, and broker non-votes have no effect on the outcome of this proposal
Ratification of the appointment of the independent registered public accounting firm	Majority of the stock having voting power present in person or represented by proxy and entitled to vote on the subject matter of the proposal	An abstention has the same effect as a vote against the proposal. Broker discretionary voting is permitted with respect to this proposal
Advisory approval of the compensation of the Company’s named executive officers	Majority of the stock having voting power present in person or represented by proxy and entitled to vote on the subject matter of the proposal	An abstention has the same effect as a vote against the proposal. Broker discretionary voting is not permitted, and broker non-votes have no effect on the outcome of this proposal
Amendment of the 2019 Stock Incentive Plan, including to increase the number of shares available for issuance thereunder and to make certain other changes thereto	Majority of the stock having voting power present in person or represented by proxy and entitled to vote on the subject matter of the proposal	An abstention has the same effect as a vote against the proposal. Broker discretionary voting is not permitted, and broker non-votes have no effect on the outcome of this proposal

Will my shares be voted if I do nothing?

Stockholders of Record

If you are a stockholder of record (i.e., you own your shares directly on the books of our transfer agent and not through a broker) and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

TASE Stockholders

If you are a stockholder who holds stock through a member of the TASE and intend to vote your shares, you are obliged to sign, date and return a proxy card along with a certificate of ownership to the offices of Israeli counsel to the Company, Arnon, Tadmor-Levy, c/o Moshe Pasker, Azrieli Center (Square Tower), Tel Aviv, Israel, 6702101 (e-mail: MosheP@ArnonTL.com), no later than 5:00 p.m. (Israel time) on June 22, 2025.

Street Name Stockholders

If you are a street name stockholder (i.e., your shares are registered in the name of a broker, bank or other nominee) as of the record date, the rules of the various regional and national exchanges of which the intermediary is a member


PROXY STATEMENT			11

Questions and Answers

determine whether your broker, bank or other nominee may vote your shares in its discretion even if it does not receive voting instructions from you.

You will receive voting instructions from your broker, bank or other nominee. You can ensure that your shares are represented and voted at the meeting by following the voting instructions provided in the voting instructions form provided to you by the broker, bank or other nominee that holds your shares. If you do not provide voting instructions to your broker, then your shares will not be voted at the Annual Meeting on any proposal with respect to which your broker does not have discretionary authority.

A broker will be entitled to vote shares held for a street name stockholder on routine matters, such as Proposal No. 2, without instructions from the street name stockholder of those shares. In that event, the broker is not entitled to vote the shares on non-routine items. If you do not submit any voting instructions to your broker, your broker may exercise discretion to vote your shares on Proposal No. 2, even in the absence of your instruction. If your shares are voted on Proposal No. 2, as directed by your broker, your shares will constitute “broker non-votes” on each of the non-routine proposals (i.e., Proposal Nos. 1, 3, and 4). “Broker non-votes” will be counted for purposes of determining whether a quorum exists at the meeting.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we encourage you to vote TODAY so that your voice is heard by voting (i) by Internet, by following the instructions specified on the enclosed proxy card, (ii) by telephone or (iii) by signing, dating and returning the enclosed proxy card in the prepaid postage envelope provided. Voting your shares prior to the Annual Meeting will not affect your right to attend or vote at the Annual Meeting, but will ensure that your vote is counted if you are unable to attend. You can revoke your proxy at any time before the proxy or proxies you appointed cast your votes. If your broker, bank or other nominee is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from such holder of record. You must follow these instructions in order for your shares to be voted. We urge you to instruct your broker, bank or other nominee, by following the instructions on the enclosed voting instruction form, to vote your shares in line with the Board’s recommendations.

Who will count the votes?

A representative of Broadridge Financial Solutions, Inc. will serve as the independent inspector of election (the “Inspector of Election”) for the Annual Meeting and, in such capacity, will count and tabulate the votes, abstentions and broker non-votes.

What happens if the Annual Meeting is adjourned?

In the event that a quorum is not present or represented at the Annual Meeting, the stockholders present at the meeting, in person or represented by proxy, may adjourn the meeting until a quorum is present or represented. The Chair of the Board may also adjourn the Annual Meeting from time to time. Unless a new record date is fixed, your proxy will still be valid at an adjourned Annual Meeting and you will still be able to change or revoke your proxy until it is used to vote your shares.

Where can I find the voting results of the Annual Meeting?

We expect to disclose final voting results based on the Inspector of Election’s final, certified report on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final results are unavailable at that time, we intend to file preliminary voting results based on the preliminary tabulation by the Inspector of Election and then file the final voting results in an amendment to the Current Report on Form 8-K within four business days of the day the final results are available.

What if another matter is properly brought before the Annual Meeting?


PROXY STATEMENT			12

Questions and Answers

We do not expect that any other items of business will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. However, by signing, dating and returning a proxy card or submitting your proxy or voting instructions over the Internet, you will give to the persons named as proxies on the proxy card discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and as such persons named as proxies may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting to the extent permitted by Rule 14a-4(c) under the Exchange Act.

Who can help answer any other questions I may have?

If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact our proxy solicitor, MacKenzie Partners:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, New York 10001

Call Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com


PROXY STATEMENT			13

Proposal No. 1 Election of Directors

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) provides for a classified Board, consisting of three classes of directors with staggered three-year terms, with each class consisting, as nearly as possible, of one-third of the total number of directors. At the annual meeting of stockholders in the year in which the term of a class of directors expires, director nominees for such class will stand for election to three-year terms. With respect to each class, a director’s term will be subject to the election and qualification of such director’s successor, or the earlier death, resignation or removal of such director.

The term of office for Ms. Pegueros and Mr. Wesemann each of whom is a Class I director, will expire as of the date of the Annual Meeting. The Nominating and Corporate Governance Committee has unanimously recommended that the Board nominate, and the Board has unanimously nominated, Vanessa Pegueros and William G. Wesemann to be elected as Class I directors to serve until the Company’s 2028 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified.

Each of Ms. Pegueros and Mr. Wesemann has agreed to serve as a nominee, to be named as a nominee and to continue to serve as a director, if elected, and management has no reason to believe that they will be unavailable to serve. There are no arrangements or understandings between either Company nominee and any other person pursuant to which he or she was selected as a Company nominee for the Annual Meeting. If either of Ms. Pegueros or Mr. Wesemann is unable or declines to serve as a director at the time of the Annual Meeting, properly submitted proxies will be voted by the proxy holders set forth thereon for any substitute nominee who may be designated by the Board. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement and agreed to serve if elected, and includes certain biographical and other information about such nominees required by SEC rules. Votes authorized on the enclosed proxy card may be cast “FOR” or withheld from the nominees for election as directors listed thereon as a group, or with respect to each individual nominee. Unless otherwise instructed, the proxy holders on the Company’s proxy card will vote the proxies received by them “FOR” each of Ms. Pegueros and Mr. Wesemann to be elected.

Required Vote

The Class I directors shall be elected by the affirmative vote of a plurality of the shares of the common stock present virtually or represented by proxy at the Annual Meeting at which a quorum is present, and entitled to vote on the election of directors. This means that the two director nominees who receive the most votes will be elected to the Board. Any withhold votes or broker non-votes will have no effect on the outcome of the vote.


The Board unanimously recommends a vote on the proxy card “FOR BOTH” of Ms. Pegueros and Mr. Wesemann.


PROXY STATEMENT			14

Our Board of Directors and Corporate Governance

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Highlights

We have a Board composed of highly experienced and professionally accomplished directors with various backgrounds, viewpoints, attributes, tenures and experiences. Our directors’ varied perspectives enable the Board to provide effective oversight of management, drive accountability to our stockholders and add significant value to the strategic decisions made by the Company. They bring experience as entrepreneurs, technologists and advisors; leverage relevant industry expertise, such as insight into the customer perspective, call center operations, e-commerce, organization dynamics and corporate culture development; and have an array of operational, financial and marketing skills. Over the past year, we have made changes to the Board’s composition to ensure that we have directors with the skills and experience necessary to provide oversight of strategy and business performance.

Board Snapshot

The following table provides summary information about each of the Company’s director nominees and each continuing director.

Name

Age

Director Since

Independent

Class

Current Term Expires

NCGC

Company’s Director Nominees*

Vanessa Pegueros

2022

Yes

2025

William G. Wesemann

2004

Yes

2025

Continuing Directors

Jill Layfield

2016

Yes

2026

James Miller★

2023

Yes

2026

John Sabino

CEO

2024

2026

Dan Fletcher

2024

Yes

III

2027

Karin-Joyce (K.J.) Tjon ♦

2024

Yes

III

2027


★	Chair of the Board	AC	Audit Committee
♦	Financial Expert	CC	Compensation Committee
C	Chairperson of Committee	NCGC	Nominating and Corporate Governance Committee
M	Member of the Committee

*If elected, term will expire in 2028


PROXY STATEMENT			15

Our Board of Directors and Corporate Governance

Board Skills Matrix

The following matrix highlights the mix of key skills and experiences of our director nominees and continuing directors. This matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that skill or experience. The Company’s nominees and continuing directors have developed competencies in these skills through education, direct experience and oversight responsibilities. Additional biographical information on each director nominee and each continuing director is set out below.

Company’s Director Nominees

Continuing Directors

Name

Vanessa Pegueros

William G. Wesemann

Jill Layfield

James Miller

John Sabino

Dan Fletcher

Karin-Joyce (K.J.) Tjon

C-Suite / Senior Leadership Experience

✔

Corporate Strategy

✔

Organizational Development

✔

Independence

✔

Financial Expertise

✔

Human Capital Management

✔

Product Management / Product Development

✔

Technology / SaaS

✔

Artificial Intelligence / Generative AI Experience

✔

Cybersecurity Expertise

✔

Enterprise Sales and Marketing

✔

Strategic Transaction / M&A

✔

Corporate and Social Responsibility and Sustainability

✔


PROXY STATEMENT			16

Our Board of Directors and Corporate Governance

Company Director Nominees and Continuing Director Biographies

The following is a brief biographical summary of the experience of the Company’s director nominees and continuing directors.


			Vanessa Pegueros Class I Director Nominee Director since December 2022 Independent Committees: Compensation Committee and Nominating and Corporate Governance Committee Other Public Company Boards: 0
Ms. Pegueros has served as a member of the Board since December 2022. Ms. Pegueros has served as a Venture Partner at Flying Fish Partners since 2018. Ms. Pegueros brings over three decades of experience and leadership in software, technology and cybersecurity to LivePerson. Most recently, she served as the Chief Trust & Security Officer of Onelogin, Inc., the identity platform for secure, scalable and smart experiences that connect people to technology, from 2019 until 2022. Prior to that, Ms. Pegueros served as Vice President and Chief Information Security Officer of DocuSign, Inc., the world’s leading way to electronically sign and manage contracts, from 2013 until 2019. Ms. Pegueros also previously served as Senior Vice President of Information Security at U.S. Bancorp; Chief Information Security Officer at Expedia Group, Inc.; and First Vice President, Security Assessment Services at Washington Mutual, Inc. Currently, Ms. Pegueros serves on the board of Prisidio Inc., a cloud-based secure digital vault, and as a member of the board, the Nominating and Governance Committee and the Audit Committee of Boeing Employee Credit Union. Previously, Ms. Pegueros served on the public company board of Carbon Black, Inc., an endpoint security company, which was acquired by VMware, Inc. in October 2019. Ms. Pegueros earned an M.B.A. from Stanford Graduate School of Business, an M.S. in Telecommunications from the University of Colorado at Boulder, and a B.S. in Mechanical Engineering from the University of California at Berkeley. She is Directorship Certified through the NACD as well as a certified Qualified Technology Expert through the Digital Directors Network. She also holds GSEC, CRISC, CISM, and CISSP security certifications as well as the Certified Information Privacy Professional Europe (CIPP/E) privacy certification. Ms. Pegueros brings to the Board extensive senior leadership experience, technological expertise and innovation, and deep knowledge in the areas of governance and organizational management.


			William G. Wesemann Class I Director Nominee Director since November 2004 Independent Committees: Audit Committee and Nominating and Corporate Governance Committee Other Public Company Boards: 1
Mr. Wesemann has served as a member of the Board since November 2004. Mr. Wesemann brings experience as an executive, board member and investor in various technology companies. Mr. Wesemann has been an independent consultant and an independent investor since 2002 in the software and consumer services industries. In addition to his role as a member of the Board, Mr. Wesemann has served on the board of directors of Aclarion, Inc. (NASDAQ: ACON), a medical SAAS company that listed on Nasdaq in 2022, since 2014 and has served as its Lead Independent Director since 2022. He also serves on the boards of directors of several privately-held companies, including Stationhead, Inc., a social audio company, and Mylio, LLC, a photo management company. From March 2016 until January 2019, Mr. Wesemann was CEO of LARC Networks Inc., a communication, security and privacy technology developer. Earlier in his career, Mr. Wesemann was CEO of NextPage, Inc., a provider of document management systems, CEO of netLens Inc., a peer-to-peer platform for creating distributed applications that was acquired by NextPage, and SVP Worldwide of Sales of Genesys Telecommunications Laboratories, Inc., a leader in computer-telephony integration, through a successful IPO. Prior to that, he was EVP Global Sales for NeXT Computer Inc. Mr. Wesemann earned a B.A. degree from Glassboro State College (now called Rowan University). Mr. Wesemann brings to the Board notable technology, software and sales experience, in addition to extensive CEO, management and board experience at public and private software and technology companies.


PROXY STATEMENT			17

Our Board of Directors and Corporate Governance


Continuing Directors

			Jill Layfield Class II Director Independent Director since November 2016 Committees: Audit Committee and Compensation Committee Other Public Company Boards: 0
Ms. Layfield has served as a member of the Board since November 2016 and served as Chair of the Board from July 2023 until October 2024. Ms. Layfield is currently CEO of Birdy Grey (BLUE JAY BEACH, INC.), a digitally native, direct-to-consumer, bridal company. Ms. Layfield previously served as CEO of James Michelle Jewelry, a digitally-native, direct-to-consumer, jewelry company, from June 2022 until December 2024. Ms. Layfield co-founded Tamara Mellon LLC, a digitally-native, luxury retail company, where she served as CEO from July 2016 to December 2021 and assisted in launching the first-ever digitally-led, direct-to-consumer luxury footwear brand. From November 2004 until July 2016, Ms. Layfield served in various roles at Backcountry.com, LLC, including as President and CEO from January 2011 to December 2015. During her time at Backcountry.com she significantly grew the company and successfully sold the business to TSG Consumer Partners for $350 million. Ms. Layfield also held various marketing positions at several major Silicon Valley companies. Ms. Layfield currently sits on the board of directors for The Orvis Company, Inc. Additionally, Ms. Layfield previously sat on the boards of directors of Camber Outdoors and SmartPak Equine, LLC. Ms. Layfield earned a B.A. degree in Communications—Journalism from Santa Clara University. Ms. Layfield is recognized as an innovator and industry expert in combining organizational change and advanced technologies to retool customer care for the digital, mobile era. Ms. Layfield brings to the Board a deep experience in the retail and technology sector, operational expertise and unique expertise transforming customer experience and forging meaningful, high-quality connections between brands and consumers.

			Jim Miller Class II Director Director since February 2023 Independent Chair of the Board Committees: Nominating and Corporate Governance Committee (Chair) Other Public Company Boards: 2
Mr. Miller has served as a member of the Board since February 2023 and as Chair of the Board since October 2024. Mr. Miller brings over 20 years of board, C-Suite and executive experience at leading technology and e-commerce companies such as Google, Wayfair, The RealReal, Amazon, Sanmina-SCI and Cisco. Since January 2023, Mr. Miller has served as a Senior Advisor of Boston Consulting Group, a global management and consulting firm. Mr. Miller previously served as Chief Technology Officer of Wayfair, Inc. from 2019 to 2022. Prior to Wayfair, he served as Chief Executive Officer of AREVO Inc., a 3-D printing company, and previously held executive leadership roles at Google including Vice President of Operations, Ads and Commerce, and Vice President of Worldwide Operations & Google Energy LLC. Prior to joining Google, Mr. Miller was Executive Vice President at Sanmina-SCI Corporation, one of the world’s largest electronic manufacturing service providers. Mr. Miller has also held executive roles in operations and supply chain at FirstSolar, Inc., Cisco Systems, Inc. and Amazon.com, Inc. Mr. Miller currently serves on the boards of The RealReal, Inc. (NASDAQ:REAL), a Nasdaq-listed online luxury resale store, Brambles Ltd. (ASX:BXB), an ASX-listed supply-chain logistics company, and Service Express, a provider of third-party maintenance services and a subsidiary of private equity firm Warburg Pincus LLC. He previously served on the board of Wayfair before becoming its Chief Technology Officer, and ITRenew, Inc., a privately-held global provider of data sanitization and IT asset disposition services. Mr. Miller earned a B.S. in aerospace engineering from Purdue University, an M.S. in mechanical engineering from the Massachusetts Institute of Technology and an M.B.A. from MIT’s Sloan School of Management. Mr. Miller brings to the Board extensive experience in scaling rapidly-growing internet companies, technological and operational expertise and significant knowledge of financial management and corporate strategy.


PROXY STATEMENT			18

Our Board of Directors and Corporate Governance


Continuing Directors

			John Sabino Class II Director Director since January 2024 Chief Executive Officer Other Public Company Boards: 0
Mr. Sabino has served as our Chief Executive Officer (“CEO”) and as a member of the Board since January 2024. Prior to joining LivePerson, Mr. Sabino served as Chief Customer Officer of VMware, Inc., a cloud computing and virtualization technology company, from October 2021 to January 2024, where he led the company’s 7,000-person global customer success organization. From 2017 to October 2021, Mr. Sabino served as Chief Customer Officer of Splunk Inc., a software company focused on data management and digital system security solutions where he oversaw customer experience for Splunk’s more than 18,000 customers. From March 2015 to April 2017, Mr. Sabino served as Chief Operating Officer of GE Digital (currently known as GE Vernova, Inc.), an industrial software company focused on creating the infrastructure and next generation capabilities for the industrial internet, where he led operations and oversaw strategy, go-to-market, and technology infrastructure. Mr. Sabino started his career as a captain in the United States Army and has held executive roles leading commercial operations and strategic initiatives at General Electric Capital Corporation and NBCUniversal Media LLC. Mr. Sabino earned an M.B.A. from USC’s Marshall School of Business and a B.S. from the United States Military Academy at West Point. Mr. Sabino brings to the Board a unique perspective on LivePerson’s business as well as his strategic vision and operational insights as the Company’s CEO. In addition, the Company values Mr. Sabino’s SaaS and enterprise software leadership experience and deep familiarity with the technology and digital business industry.

			Dan Fletcher Class III Director Independent Director since November 2024 Committees: Audit Committee and Compensation Committee Other Public Company Boards: 0
Mr. Fletcher has served as a member of the Board since November 2024. Mr. Fletcher brings over 17 years of SaaS industry financial, strategic, and operational experience, with particular specialization in financial, strategic and operational organizational transformation. As an experienced CFO, his areas of expertise include profitability analysis and improvement, budgeting and forecasting, strategic planning, operating strategy design and execution, cash flow and working capital management, sales force effectiveness, organizational design, post-acquisition integration, and project management. Mr. Fletcher joined Vector Capital Management, L.P. (together with its affiliates, the “Vector Group”) in June 2018, where he served as an Operating Principal until February 2025 and has served as Chief Financial Officer for multiple Vector Group investments. Mr. Fletcher currently serves as Chief Financial Officer of Planful, Inc., a leading SaaS provider of cloud-based enterprise performance management applications (January 2022 - present and December 2018 - May 2020). Previously, he served as Chief Financial Officer of MarkLogic Corporation, a leading provider of data management and data integration solutions for large enterprise and public sector customers (October 2020 - December 2021). From 2014 until June 2018, Mr. Fletcher was a Manager at Alvarez & Marsal, a leading consulting firm, where he served in interim management roles for portfolio companies of Alvarez & Marsal clients, and was previously employed an associate at Sterling Partners, a private equity firm based in Chicago, and at PricewaterhouseCoopers LLP. In addition, Mr. Fletcher has served as a director of two privately held companies: Gappify, Inc., a leading provider of accrual automation solutions for corporate accountants (August 2021 - present) and Reconext, an industry leader in providing reverse logistic solutions to wireless and electronics customers (March 2020 - February 2021). Mr. Fletcher holds a B.S. and Masters degree in Accountancy from the University of Missouri. Mr. Fletcher brings to the Board extensive experience in SaaS industry operations and finance, including with strategic initiatives to enhance shareholder value.


PROXY STATEMENT			19

Our Board of Directors and Corporate Governance


Continuing Directors

			Karin-Joyce (K.J.) Tjon Class III Director Independent Director since November 2024 Committees: Audit Committee and Compensation Committee Other Public Company Boards: 2
Ms. Tjon has served as a member of the Board since November 2024. Ms. Tjon is a seasoned finance and operations leader with over 25 years of executive and board leadership experience including public and private technology and SaaS companies. Ms. Tjon has a proven track record of driving business transformation, and deep expertise in turnaround management as well as complex debt and cost restructuring. Ms. Tjon currently serves on the boards of directors of Solidion Technology, Inc. (NASDAQ:STI), a publicly traded company that develops and supplies technologies for electric vehicles (since 2022), Volcon, Inc., (NASDAQ:VLCN), a publicly traded electric powersports company (since 2021), and NPH International, a charitable organization. From July 2018 until May 2020, Ms. Tjon served as Chief Financial Officer of Alorica, Inc., a multi-billion dollar provider of technology-enabled customer service solutions for large enterprises, where she was instrumental in strengthening the company’s capital structure, including leading significant debt restructuring initiatives. From February 2017 until August 2017, Ms. Tjon was President and Chief Operating Officer of Scientific Games, Inc. From July 2014 until September 2016, Ms. Tjon served as the Executive Vice President and Chief Financial Officer for Epiq Systems, Inc., a formerly publicly traded provider of technology-enabled solutions for the legal industry. From August 2011 to May 2014, Ms. Tjon served as Chief Financial Officer at Hawker Beechcraft, Inc. From 2002-2011, Ms. Tjon served as Managing Director at Alvarez & Marsal, a leading consulting firm, where her practice focused on business transformation, turnaround management and driving operating performance. Ms. Tjon also previously served on the board of Kaleyra, Inc., a global provider of enterprise mobile and omnichannel communication services from December 2022 through the company’s acquisition by Tata Communications in November 2023. Ms. Tjon earned an M.B.A. from Columbia University’s Graduate School of Business and a B.S.S. in specialized studies in Organizational Behavior from Ohio University. Ms. Tjon brings to the Board significant financial, operational and leadership experience as a director, C-Suite executive and corporate advisor for public and private companies, deep expertise in turnaround management as well as complex debt and cost restructuring, along with her demonstrated track record driving operating performance and innovation.

Corporate Governance Policies and Practices

We are committed to strong corporate governance to enhance our Board’s oversight of the Company and have adopted policies and practices in furtherance of such objective. These policies and practices include that:

•all members of our Audit Committee are “independent” under the Nasdaq rules and the rules and regulations of the SEC;

•all members of our Compensation Committee and our Nominating and Corporate Governance Committee are “independent” under the Nasdaq rules;

•the Company and the Board regularly review and evaluate the Company’s corporate governance practices as a general matter and in response to investor feedback;

•the Board maintains charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee which can be found at https://ir.liveperson.com/corporate-governance/governance-overview;

•the Board has adopted a policy regarding conflicts of interest and “related party transactions”, as defined under the Nasdaq rules and the rules and regulations of the SEC, under which all potential conflicts of interest and related party transactions must be reviewed and pre-approved by the Audit Committee; and

•an annual risk assessment of the Company’s compensation programs, policies and practices is conducted by the Board and the Compensation Committee.


PROXY STATEMENT			20

Our Board of Directors and Corporate Governance

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates, corporate governance policies, and standards applicable to us in general. In addition, the Board has adopted a Code of Conduct applicable to all of our employees, including our executive officers, and our non-employee directors, as well as a Code of Ethics for the Chief Executive Officer and Senior Financial Officers. The Code of Conduct and Code of Ethics can be found at https://ir.liveperson.com/corporate-governance/governance-overview.

Director Independence

The Board has determined that the Chair of the Board, Mr. Miller, Mr. Fletcher, Ms. Layfield, Ms. Pegueros, Ms. Tjon and Mr. Wesemann, are “independent” under the Nasdaq listing requirements and the applicable rules and regulations of the SEC. As part of the Board’s process in making such determination, each such director provided confirmation that (a) the objective criteria for independence pursuant to the Nasdaq rules are satisfied and (b) each such director has no other relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Mr. Sabino, our CEO and a member of the Board, is an employee and therefore not “independent” under these requirements, rules and regulations.

Communications with Directors

In order to communicate with the Board as a whole, with non-employee directors or with specified individual directors, correspondence may be directed to LivePerson, Inc., 530 Seventh Ave, Floor M1, New York, New York 10018, Attention: Corporate Secretary. All such correspondence will be forwarded to the appropriate director or group of directors. The Corporate Secretary has the authority to discard or disregard any communication that is unduly hostile, threatening, illegal or otherwise inappropriate.

Director Nominations

The Nominating and Corporate Governance Committee will consider candidates for director recommended by stockholders in accordance with its charter, our Bylaws, and the Corporate Governance Guidelines.

The processes established by our Nominating and Corporate Governance Committee to identify and evaluate director candidates, including those recommended by stockholders, include requests to Board members and others for recommendations, evaluation of biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board, all on an as-needed basis from time to time.

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, our Nominating and Corporate Governance Committee will apply the criteria attached to its charter. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest and the ability to act in the interests of all stockholders. Specific weighting is not assigned to any of the criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities. The Nominating and Corporate Governance Committee has, on certain occasions, retained a third-party executive search firm to identify or assist in the evaluation of candidates.


PROXY STATEMENT			21

Our Board of Directors and Corporate Governance

In carrying out its responsibilities, the Nominating and Corporate Governance Committee values differences in business experience, professional skills, educational background, viewpoint and other individual qualities and attributes that facilitate and enhance the oversight by the Board of the business and affairs of the Company.

Once the Nominating and Corporate Governance Committee has identified or been recommended a prospective nominee, it will make an initial determination as to whether to conduct a full evaluation of the candidate. The Nominating and Corporate Governance Committee will make its initial determination based on its own knowledge of the candidate, information provided as part of the candidate’s nomination and any supplemental inquiries to the person recommending the candidate or others, the Nominating and Corporate Governance Committee’s assessment of the qualifications, qualities, skills and other expertise most beneficial to the Board from time to time, and the likelihood that the prospective nominee can satisfy the evaluation factors described below.

If the Nominating and Corporate Governance Committee determines, in consultation with other Board members as appropriate, that additional consideration is warranted, it may gather or request the third-party search firm to gather additional information about the prospective nominee’s background and experience. The Nominating and Corporate Governance Committee then will evaluate the prospective nominee, taking into account whether the prospective nominee is “independent” within the meaning of the listing standards of Nasdaq and such other factors as it deems relevant, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee or Compensation Committee expertise, the prospective nominee’s skills and experience in areas that are relevant to the Company’s businesses and activities, and the evaluations of other prospective nominees. In connection with this evaluation, the Nominating and Corporate Governance Committee will determine whether to interview the prospective nominee and, if warranted, one or more members of the Nominating and Corporate Governance Committee and others, as appropriate, will conduct interviews in person or virtually. After completing this process, the Nominating and Corporate Governance Committee will make a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board will determine the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders, members of the Board and members of management.

In addition, stockholders may nominate candidates for election to the Board so long as such stockholders comply with the requirements set forth in our Bylaws and Regulation 14A under the Exchange Act. See “Other Information - Stockholder Proposals and Nominations” beginning on page 71 of this Proxy Statement for more information on the deadline for receipt of director nominations under our Bylaws.

Attendance at Annual Meeting

While the Company has not adopted a formal policy with regard to attendance by members of the Board at annual stockholder meetings, all members of the Board are invited to attend the Company’s annual meeting of stockholders. Three directors attended the 2024 Annual Meeting.

Board Tenure/Retirement Policy

The Board does not believe that arbitrary limits on the number of consecutive terms a director may serve or on the directors’ ages are currently appropriate in light of the substantial benefits the Company generally receives from having a sustained focus on the Company’s business, strategy and industry over a significant period of time. Each individual’s performance will be assessed by the Nominating and Corporate Governance Committee in light of relevant factors in connection with assessments of candidates for nomination to be a director. However, we work hard to strike the right balance between long-term understanding of our business and fresh external perspectives,


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Our Board of Directors and Corporate Governance

and have added two new independent directors in the past year, with four of our current independent directors added within the past three years to help ensure variety of backgrounds and perspectives within the Board.

Risk Oversight

The Board provides oversight of the Company’s management of risk. Senior management has responsibility for the management of risk and reports to the Board as needed with respect to its ongoing enterprise risk management efforts, including monitoring risk related to the Company’s business strategy, operational risk relating to the Company’s key business practices and compliance risk associated with the regulatory frameworks to which the Company is subject. Given the heightened importance and relevance of risks related to privacy, data use and cybersecurity, the Board as a whole oversees management of these risks. In exercising its oversight of risk management, the Board has delegated to the Audit Committee primary responsibility for the oversight of risks related to the Company’s financial statements, internal controls, disclosure controls, and related processes. As discussed in more detail below, the Board has delegated to the Compensation Committee primary responsibility for the oversight of risk related to the Company’s compensation program, policies and practices. The Board has delegated to the Nominating and Corporate Governance Committee primary responsibility for the oversight of risk related to the Company’s corporate governance practices. Each committee reports as needed to the full Board with respect to such committee’s particular risk oversight responsibilities.

Risk Assessment of Compensation Policies

The Compensation Committee, with the assistance of management and expert third-party consultants, included a risk assessment in its overall review of the Company’s compensation programs, policies and practices and concluded that they did not, and do not, create risks that are reasonably likely to have material adverse effect on the Company.

Stock Ownership

We strongly encourage our executives and non-employee directors to hold an equity interest in our Company, and, accordingly, maintain formal executive stock ownership guidelines. Under these guidelines, each of our executive officers and non-employee directors is required to build and maintain their share ownership to the levels listed below within a period of five years from the adoption of the policy (April 2022), or the start of their service in a covered role, if later:

•CEO: 5x current base salary.

•Other NEOs: 2x current base salary.

•Non-employee directors: 5x annual cash retainer.

Shares owned outright (including shares from vested RSUs and PRSUs) count toward the ownership goals, while shares associated with unvested RSUs, PRSUs and unexercised stock options do not count toward compliance with the guidelines. Compliance with the guidelines will be measured prior to the first required measurement date in 2027.

We believe that our stock ownership policy will contribute to the retention of shares from vested RSUs and PRSUs by our executive officers and non-employee directors. In the event that the ownership goals are not achieved within the applicable five-year compliance period, the non-employee directors and executive officers would be required to hold all net shares issued upon exercise of stock options or settlement of RSUs and PRSUs (in each case, after payment of any applicable withholding tax obligations) until the guidelines are met.


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Our Board of Directors and Corporate Governance

Compensation Recovery Policy

We maintain an amended and restated omnibus clawback policy (the “Clawback Policy”), effective as of October 2, 2023, which revised the prior clawback policy in order to comply with Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards. Pursuant to the Clawback Policy, in the event of an “accounting restatement” (as defined in the Clawback Policy), our “covered executives” (as defined in the Clawback Policy), including our NEOs, must reimburse us for any “erroneously awarded compensation” (as defined in the Clawback Policy). Erroneously awarded compensation includes the amount of incentive compensation received by a covered executive during the three fiscal years preceding the date we are required to prepare an accounting restatement based on our achievement of “financial reporting measures” (as defined in the Clawback Policy) in excess of the amount that the covered executive would have received based on the restated financial reporting measures. The Compensation Committee has the authority to interpret and make all determinations under the Clawback Policy.

Prohibition Against Hedging and Certain Equity Transactions

Our Insider Trading and Disclosure Policy (the “Insider Trading Policy”) prohibits those officers subject to Section 16 reporting from engaging in hedging or derivative transactions, such as “cashless” collars, forward contracts, equity swaps or other similar or related transactions. In addition, all officers and employees of the Company and all the members of our Board are prohibited from engaging in “short” sales or other transactions involving LivePerson stock which could reasonably cause our officers to have interests adverse to our stockholders. “Short” sales, which are sales of shares of common stock by a person who does not own the shares at the time of the sale, evidence an expectation that the value of the shares will decline. We prohibit our executive officers from entering into “short” sales because such transactions signal to the market that the executive officer has no confidence in us or our short-term prospects and may reduce the officer’s incentive to improve our performance. In addition, Section 16(c) of the Exchange Act expressly prohibits executive officers and directors from engaging in short sales. Our executive officers are also prohibited from trading in LivePerson-based put and call option contracts, transacting in straddles and similar transactions without Board approval. These transactions would allow someone to continue to own the covered securities, but without the full risks and rewards of ownership. If an executive officer were to enter into such a transaction, the executive officer would no longer have the same objectives as our other stockholders. Under the Insider Trading Policy, all officers and employees of the Company, and all of the members of the Company’s Board are also prohibited from margining or pledging their common stock to secure a loan, or from purchasing Company stock “on margin” (that is, borrow funds to purchase stock, including in connection with exercising any Company stock options).

Policies and Practices Related to the Timing of Grants of Certain Equity Awards

The Compensation Committee may grant equity-based awards under the Company’s 2019 Stock Incentive Plan (or the Company’s Amended and Restated Inducement Plan (as defined below), in the case of new-hire awards) in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other equity-based awards. The Compensation Committee approves equity awards at one of its regularly scheduled meetings, or at such other times as appropriate or necessary, and generally, for annual equity awards, after the Compensation Committee has completed its annual compensation review for the CEO and other NEOs. The Compensation Committee has also delegated the authority to grant equity awards to certain non-executive officer employees to a sub-committee, which sub-committee generally meets to approve the applicable equity awards on or about the 15th day of each month. We do not schedule the grant of stock options or other equity awards in anticipation of the disclosure of material nonpublic information, and we do not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards.


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Our Board of Directors and Corporate Governance

Board Meetings and Committees

The Board held four regular quarterly meetings, as well as 21 interim meetings, during the 2024 Fiscal Year. During the 2024 Fiscal Year, each director attended or participated in at least 75% of the meetings of the Board that were held while such director served on the Board and at least 75% of the meetings of the committees of the Board on which such director served.

Directors who are not members of the Company’s management meet at regularly scheduled executive sessions without members of management present. The Board and the Audit Committee generally hold executive sessions at each regularly scheduled meeting. The Compensation Committee holds executive sessions as needed.

Audit Committee

The Audit Committee appoints our independent registered public accounting firm, reviews the plan for and the results of the independent audit, approves the fees of our independent registered public accounting firm, reviews with management and the independent registered public accounting firm our quarterly and annual financial statements and our internal accounting, financial and disclosure controls, reviews and approves transactions between LivePerson and its officers, directors and affiliates, oversees whistleblower procedures and performs other duties and responsibilities as set forth in a charter approved by the Board. The charter of the Audit Committee is available at https://ir.liveperson.com/corporate-governance/governance-overview. Each member of the Audit Committee is independent, as “independence” is defined for purposes of Audit Committee membership by the listing standards of Nasdaq and the applicable rules and regulations of the SEC. The Audit Committee held four meetings during the 2024 Fiscal Year.

The members of the Audit Committee of our Board during the 2024 Fiscal Year were Mr. Kevin Lavan (Chair), Mr. Bruce Hansen, Ms. Layfield, Mr. Wesemann and Ms. Yael Zheng, and following the completion of Mr. Lavan and Ms. Zheng’s terms as directors, Ms. Tjon (Chair), Mr. Fletcher, Mr. Hansen, Ms. Layfield and Mr. Wesemann.

The Board has determined that each member of the Audit Committee is able to read and understand fundamental financial statements, including LivePerson’s balance sheet, income statement and cash flow statement, as required by Nasdaq rules. In addition, the Board has determined that Ms. Tjon satisfies the Nasdaq rule requiring that at least one member of our Board’s Audit Committee have past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background which results in the member’s financial sophistication, including being, or having been, a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Board has also determined that Ms. Tjon is the Audit Committee’s “audit committee financial expert” as defined by the SEC.

Compensation Committee

The Compensation Committee’s primary responsibility is to review and approve the compensation to be paid or provided to the Company’s executive officers and strive to ensure that such compensation is consistent with the Company’s strategy, sound corporate governance principles and stockholder interests. The Compensation Committee also oversees the Company’s compensation, equity and employee benefit plans and programs and performs other duties and responsibilities as set forth in a charter approved by the Board. The charter of the Compensation Committee is available at https://ir.liveperson.com/corporate-governance/governance-overview. The CEO and the Human Resources Department present compensation and benefit proposals to the Compensation Committee for the Committee’s consideration and approval. Each member of the Compensation Committee is independent, as “independence” is defined for purposes of Compensation Committee membership by the listing standards of Nasdaq and a “non-employee director” as defined in Exchange Act Rule 16b-3(b)(3). The Compensation Committee held six Compensation Committee meetings during the 2024 Fiscal Year.


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Our Board of Directors and Corporate Governance

The Compensation Committee has the authority to retain, terminate and set the terms of the Company’s relationship with any outside advisors who assist the Committee in carrying out its responsibilities. The Company from time to time engages the services of a compensation consultant to provide market and peer compensation data to the Company. The Compensation Committee annually reviews this market and peer compensation data, and the Compensation Committee engaged Compensia as the Committee’s independent compensation consultant throughout the 2024 Fiscal Year. Compensia is an independent compensation advisory firm specializing in executive and Board compensation design and analysis, as well as corporate governance consultation. During the year, the Compensation Committee conducted an assessment of Compensia’s independence considering relevant SEC regulations and Nasdaq listing standards, and determined that the services performed by Compensia, and the individual compensation advisors employed by it who provide services to the Compensation Committee, raised no conflicts of interest.

The members of the Compensation Committee of our Board during the 2024 Fiscal Year were Ms. Zheng (Chair), Mr. Lavan, Ms. Layfield, Ms. Pegueros and Mr. Wesemann, and following the completion of Mr. Lavan and Ms. Zheng’s terms as directors, Ms. Pegueros (Chair), Mr. Fletcher, Ms. Layfield and Ms. Tjon.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of our Board is responsible for identifying individuals qualified to become Board members, recommending to our Board the persons to be nominated for election as directors and to each of the Board’s committees, reviewing and making recommendations to the Board with respect to Board and management succession planning, developing and recommending to the Board corporate governance principles and policies, reviewing stockholder proposals and overseeing evaluation of the Board and each committee thereof, as needed. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing the Company’s policies, practices, risk management, and public disclosure regarding environmental, social and governance matters. The charter of the Nominating and Corporate Governance Committee is available at https://ir.liveperson.com/corporate-governance/governance-overview. The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described above under “Director Nominations.” Each member of the Nominating and Corporate Governance Committee is “independent,” as defined under the rules of Nasdaq. The Nominating and Corporate Governance Committee deliberated as needed during regularly scheduled board meetings.

The members of the Nominating and Corporate Governance Committee of our Board during the 2024 Fiscal Year were Mr. Miller (Chair), Ms. Layfield, Ms. Pegueros and Mr. Wesemann.

No Family Relationships

There are no family relationships between any of our officers and directors.

Involvement in Certain Legal Proceedings

There are no material proceedings to which any director or officer of the Company is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

Delinquent Section 16(a) Reports

The members of our Board, our executive officers and persons and entities who hold more than 10% of our outstanding common stock are subject to the reporting requirements of Section 16(a) of the Exchange Act, which requires each of them to file reports with respect to their ownership of our common stock and their transactions in


PROXY STATEMENT			26

Our Board of Directors and Corporate Governance

such common stock. Based solely upon a review of the copies of Section 16(a) reports that LivePerson has received from such persons or entities, and the written representations received from the members of our Board and our executive officers that no other reports were required, for transactions in our common stock and their common stock holdings for the 2024 Fiscal Year, LivePerson believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by its directors, executive officers and beneficial owners of more than 10% of its common stock, other than one Form 4 that was late with respect to transactions on three days during such fiscal year, filed by Vector Capital Management, L.P.

DIRECTOR COMPENSATION

The following table sets forth information concerning the compensation of our non-employee directors in the 2024 Fiscal Year. Following the table is a discussion of material factors related to the information disclosed in the table.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)
Dan Fletcher (3)(5)	5,136	68,000	73,136
Bruce Hansen(3)(4)	57,338	68,000	125,338
Kevin Lavan(6)	60,897	—	60,897
Jill Layfield (3)	111,195	68,000	179,195
James Miller (3)	49,511	68,000	117,511
Vanessa Pegueros(3)	57,255	68,000	125,255
Karin-Joyce (K.J.) Tjon (3)(5)	6,114	68,000	74,114
William G. Wesemann (3)	56,766	68,000	124,766
Yael Zheng(6)	54,130	—	54,130

(1) Non-employee directors receive their annual equity award in the form of RSUs.

(2) The amounts reported in the “Stock Awards” column represent the grant date fair value of RSU awards granted to our directors in 2024 computed in accordance with ASC Topic 718 and in accordance with SEC rules. Details and assumptions used in calculating the grant date fair value of the RSU awards may be found in Note 12 of the Company’s consolidated financial statements contained in our Annual Report on Form 10-K for the 2024 Fiscal Year, as filed with the SEC. The amounts included in this column reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by the non-employee directors, and there is no assurance that these grant date fair values will ever be realized by the directors. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(3) As of December 31, 2024, the number of shares underlying outstanding and unvested RSUs for each director were 80,000 for each of Mr. Fletcher, Mr. Hansen, Ms. Layfield, Mr. Miller, Ms. Pegueros, Ms. Tjon and Mr. Wesemann. As of December 31, 2024, the number of shares underlying unexercised stock options for non-employee directors were: Ms. Layfield, 141,017 and Mr. Wesemann, 166,017.

(4) Mr. Hansen resigned from the Board effective January 31, 2025.

(5) Mr. Fletcher and Ms. Tjon were newly-elected members of the Board as of the 2024 Annual Meeting of Stockholders on November 25, 2024.

(6) Mr. Lavan and Ms. Zheng each resigned from the Board effective as of the 2024 Annual Meeting of Stockholders on November 25, 2024.

The non-employee directors are compensated in accordance with a fee schedule that is approved by the Compensation Committee, that generally operates on an annual cycle from July 1 to June 30 each year. Directors who are also our employees receive no additional compensation for their services as directors. The Compensation Committee reviews and recommends to the Board appropriate director compensation programs for service as non-employee directors including role-specific compensation for committee chair and committee members service. In


PROXY STATEMENT			27

Director Compensation

order to determine the Board compensation framework, the Compensation Committee periodically reviews comparative market composite data of practices of the Company’s peers provided by Compensia.

Consistent with the Company’s compensation philosophy, non-employee director compensation is positioned competitively against companies of similar industry size and value, and is reviewed by the Compensation Committee periodically with changes, if any, generally being implemented for the next Board compensation cycle.

For his or her services in Fiscal Year 2024, each non-employee director received compensation in accordance with the following:


Annual Cash Retainer	$	35,000
Annual Cash Retainer for Chair of the Board	$	50,000
Annual Equity Grant	$	200,000	(1)

(1) Newly appointed non-employee directors to the Board receive an initial equity grant equal to the annual equity retainer of $200,000, the value of which may, in the Compensation Committee’s discretion, be prorated based on the timing of the new director’s commencement of service.

Members of our Committees, other than the Chairpersons, receive the following additional compensation (which is paid quarterly in arrears and prorated for any partial quarters of service):


Audit Committee	$	10,000
Compensation Committee	$	7,500
Nominating and Corporate Governance Committee	$	5,000
Operating Committee (1)	$	5,000

(1) The Operating Committee was disbanded in 2024.

The Chairpersons of our Committees receive the following additional compensation (which is paid quarterly in arrears and prorated for any partial quarters of service):


Audit Committee	$	20,000
Compensation Committee	$	15,000
Nominating and Corporate Governance Committee	$	10,000
Operating Committee (1)	$	10,000

(1) The Operating Committee was disbanded in 2024.

For the 2024 Fiscal Year, non-employee directors received their annual equity award in the form of RSUs. The RSUs will “cliff” vest on the one year anniversary of the date of grant. In light of continued pressure on our stock price, management and the Compensation Committee recommended to the Board, and our non-employee directors agreed, to align the conversion methodology used for target equity value for non-employee director awards with the conversion methodology currently in effect for executive officer and employee grants, which is designed to mitigate dilution. Pursuant to this methodology, the number of shares to be awarded in respect of RSU awards was based on a pre-established minimum share conversion price, which was greater than our closing price on the date of grant. This adjustment resulted in actual grant-date value for the non-employee director RSU awards being less than the $200,000 annual equity grant value as provided for under our non-employee director compensation policy.


PROXY STATEMENT			28

Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed BDO USA, P.C. (“BDO”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, including each quarterly interim period therein, and the Board is asking the stockholders to ratify this appointment at the Annual Meeting.

Although stockholder ratification of the Audit Committee’s appointment of BDO is not required, the Board considers it desirable for the stockholders to pass upon the selection of the independent registered public accounting firm. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.

A representative from BDO is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

The following table presents fees for professional audit services and other services provided to LivePerson by BDO for the fiscal years ended December 31, 2024 and 2023.


	2024			2023
Audit Fees	$	1,200,000	(1)	$	2,055,855	(2)
Audit-Related Fees	$	—		$	—
Tax Fees	$	—		$	—
All Other Fees	$	—		$	—

(1)“Audit Fees” for 2024 consist of fees for professional services rendered in connection with the audit of the Company’s consolidated annual financial statements, the review of the Company’s interim condensed consolidated financial statements included in quarterly reports, and procedures in connection with regulatory filings.

(2)“Audit Fees” for 2023 consist of fees for professional services rendered in connection with the audit of the Company’s consolidated annual financial statements, the review of the Company’s interim condensed consolidated financial statements included in quarterly reports, procedures in connection with regulatory filings, and the audit of the Company’s internal control over financial reporting.

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and permissible non-audit services. The Audit Committee has authorized each of its members to pre-approve audit, audit-related, tax and non-audit services, provided that such approved service is reviewed with the full Audit Committee at its next meeting.

As early as practicable in each fiscal year, the independent registered public accounting firm provides to the Audit Committee a schedule of the audit and other services that they expect to provide or may provide during the year. The schedule is specific as to the nature of the proposed services, the proposed fees and other details that the Audit Committee may request. The Audit Committee by resolution authorizes or declines the proposed services. Upon approval, this schedule serves as the budget for fees by specific activity or service for the year.


PROXY STATEMENT			29

Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm

A schedule of additional services proposed to be provided by the independent registered public accounting firm or proposed revisions to services already approved, along with associated proposed fees, may be presented to the Audit Committee for their consideration and approval at any time. The schedule is required to be specific as to the nature of the proposed service, the proposed fee, and other details that the Audit Committee may request. The Audit Committee intends by resolution to authorize or decline authorization for each proposed new service.

Required Vote

The affirmative vote of a majority of the stock having voting power that is present virtually or represented by proxy at the Annual Meeting at which a quorum is present, and entitled to vote on the subject matter of the proposal, is required to ratify the Audit Committee’s selection of BDO. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee believes that such a change would be in the Company’s or our stockholders’ best interests.


The Board unanimously recommends a vote on the proxy card “FOR” the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025.


PROXY STATEMENT			30

Audit Committee Report

AUDIT COMMITTEE REPORT

Membership and Role of the Audit Committee

The Audit Committee consists of the following members of the Company’s Board: Karin-Joyce (K.J.) Tjon (Chair), Dan Fletcher, Jill Layfield and William G. Wesemann. Each member of the Audit Committee is independent, as “independence” is defined for purposes of Audit Committee membership by the listing standards of Nasdaq and the applicable rules and regulations of the SEC. The Board has determined that each member of the Audit Committee is able to read and understand fundamental financial statements, including LivePerson’s balance sheet, income statement and cash flow statement, as required by Nasdaq rules. In addition, the Board has determined that Ms. Tjon satisfies the Nasdaq rule requiring that at least one member of our Board’s Audit Committee have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the member’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Board has also determined that Ms. Tjon is the Audit Committee’s “audit committee financial expert” as defined by the SEC.

Review of the Company’s Audited Consolidated Financial Statements for the 2024 Fiscal Year

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditor for the Company’s 2024 Fiscal Year, BDO, was responsible for performing an independent audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”).

In performing its oversight role, the Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company for the 2024 Fiscal Year with the Company’s management. The Audit Committee has separately discussed with BDO, the Company’s independent registered public accounting firm for the 2024 Fiscal Year, the matters required to be discussed by PCAOB Auditing Standard No. 1301 (“Communication with Audit Committees”), as amended, which includes, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements. In addition, the Audit Committee received the written disclosures and the letter from BDO, as required where applicable, by the PCAOB, regarding BDO’s communications on matters of independence. The Audit Committee has further discussed with BDO the firm’s independence from the Company.


PROXY STATEMENT			31

Audit Committee Report

Conclusion

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the 2024 Fiscal Year for filing with the SEC.

Not all of the members of the Audit Committee are professionally engaged in the practice of auditing or accounting and not all are necessarily experts in the fields of accounting or auditing, including in respect of auditor independence. Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent auditor. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations, efforts and discussions referred to above do not ensure that the audit of the Company’s financial statements has been carried out in accordance with the standards of the PCAOB, that the financial statements are presented in accordance with generally accepted accounting principles or that BDO is in fact “independent.”

Submitted by the Audit Committee of the Company’s Board:

Karin-Joyce (K.J.) Tjon (Chair)

Dan Fletcher

Jill Layfield

William G. Wesemann

The Audit Committee report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act or the Exchange Act that might incorporate our SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.


PROXY STATEMENT			32

Proposal No. 3 Advisory Approval of the Compensation of Our Named Executive Officers

PROPOSAL NO. 3 ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

At our 2023 annual meeting of stockholders, a majority of our stockholders recommended that an advisory resolution with respect to NEO compensation be presented to the Company’s stockholders every year. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote. Our Board adopted the stockholders’ recommendation for the frequency of the “say-on-pay” vote, and accordingly, we are requesting your advisory approval of the compensation of our NEOs as disclosed in this Proposal No. 3 as well as in the compensation tables and the accompanying narrative discussion set forth on pages 35 to 54 of this Proxy Statement, as required under Section 14A of the Exchange Act.

Our executive compensation program is designed to attract and retain the caliber of officers needed to ensure the Company’s growth and profitability, to align incentives with the Company’s fiscal performance, to reward officers’ individual performance against objectives that achieve the Company’s strategy and the creation of value for stockholders over the long term, and to provide a balanced approach to compensation that does not promote inappropriate risk taking.

We believe that we utilize a well-proportioned mix of fixed annual compensation and at-risk compensation programs that include both short-term and long-term performance incentives and rewards, and a suite of employee benefits focused on supporting our ability to recruit and retain high-caliber employees. By following this approach, we provide each of our NEOs, a measure of security in the base compensation that each individual is eligible to receive, while motivating each NEO to focus on the business objectives that will produce a high level of performance for the Company, as well as promote executive retention. Maintaining this pay mix between fixed and at-risk compensation results fundamentally in a pay-for-performance orientation for our NEOs.

At our 2024 annual meeting of stockholders, over 88% of the votes entitled to vote supported our executive compensation program and decisions. As in prior years, we consider the results of our stockholder advisory “say-on-pay” vote from the preceding year. The Board and Compensation Committee interpreted the results of the 2024 vote as an endorsement of our current executive compensation program’s design and direction. We regularly engage with our stockholders, through calls directly with stockholders and investment analysts, participation in investor events, and seeking direct feedback. We intend to continue our efforts to engage with, and solicit feedback from, our stockholders and will, in turn, carefully consider, and may implement, revisions to our compensation programs as a result of that feedback.

We encourage you to carefully review the compensation tables and the accompanying narrative discussion beginning on page 35 of this Proxy Statement for additional details on LivePerson’s executive compensation.

We are asking you to indicate your support for the compensation of our NEOs as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we are asking you to approve, on an advisory basis, “FOR” the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to LivePerson, Inc.’s named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, including the compensation tables and the narrative discussion of this Proxy Statement, is hereby approved.


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Proposal No. 3 Advisory Approval of the Compensation of Our Named Executive Officers

Required Vote

Although, as an advisory vote, this proposal is not binding upon us or the Board, the Compensation Committee, which is responsible for approving or recommending to the full Board the amount and form of compensation to be paid to our executive officers, including our NEOs, will carefully consider the stockholder vote on this matter, along with all other expressions of stockholder views it receives on specific policies and desirable actions. The affirmative vote of a majority of the stock having voting power that is present virtually or represented by proxy at the Annual Meeting at which a quorum is present, and entitled to vote on the subject matter of the proposal is required to approve this Proposal No. 3.


The Board unanimously recommends a vote on the proxy card “FOR” the approval of the executive compensation of our named executive officers.


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Executive Compensation

EXECUTIVE COMPENSATION

Executive Officers

The following is a brief biographical summary of the experience of the executive officers of LivePerson, including their ages, as of May 1, 2025.

Name

Age

Position(s)

John Sabino

Chief Executive Officer

John D. Collins

Chief Financial Officer and Chief Operating Officer

Monica L. Greenberg

Executive Vice President, Policy and General Counsel

Jeffrey Ford

Chief Accounting Officer

John Sabino’s biography can be found above in this Proxy Statement and is included with the biographies of the other members of the Board. Biographies for our other executive officers are listed below.

John D. Collins, has served as our Chief Financial Officer (“CFO”) since February 2020 and our Chief Operating Officer (“COO”) since January 2024. He also served as our Interim Chief Executive Officer from August 2023 to January 2024. Drawing on his experience as a founder, data scientist, and institutional investor, John brings a modern vision and skillset to his work. As CFO, he has played a critical role in driving LivePerson’s corporate strategy and business development efforts, including successfully executing M&A, divestiture, and capital markets transactions. Mr. Collins joined LivePerson in September 2019 to lead the development of automations and machine learning to support strategic decision making and predictive analytics as SVP of Quantitative Strategy. In 2013, Mr. Collins co-founded Thasos, a New York City-based predictive intelligence company powering large-scale equity trading platforms. Mr. Collins served in various capacities at Thasos, including, most recently, as an Advisory Board Member, as its Chief Product Officer (2016–2019) and as its Portfolio Manager (2013–2016). Prior to that, Mr. Collins held roles in the financial services industry, including regulating financial firms at the NYSE, and structuring transactions in leveraged finance at Credit Suisse. Mr. Collins earned his J.D. from Chicago-Kent College of Law at Illinois Institute of Technology, his M.B.A. from the Massachusetts Institute of Technology, and his B.S. from the University of Central Florida.

Monica L. Greenberg, has served as our Executive Vice President, Policy and General Counsel since April 2019, our Executive Vice President, Corporate Development, Strategic Alliances and General Counsel from December 2017 to April 2019, our Executive Vice President, Business Affairs and General Counsel from February 2014 to December 2017 and our Senior Vice President, Business Affairs and General Counsel from November 2006 to February 2014. From May 2004 until October 2006, Ms. Greenberg was an independent consultant. From April 2000 until April 2004, Ms. Greenberg served as Vice President, General Counsel and Senior Corporate Counsel of Nuance Communications, Inc. Previously, from January 1999 to March 2000, Ms. Greenberg was the principal of a small business. From July 1996 to December 1998, Ms. Greenberg was associated with the law firm of Wilson Sonsini Goodrich & Rosati in Palo Alto, California. From September 1994 to July 1996, Ms. Greenberg was associated with the law firm of Willkie Farr & Gallagher in New York, New York. Ms. Greenberg earned her J.D. from Boston University School of Law, where she was a member of the Boston University Law Review, and a B.A. from the University of Pennsylvania.

Jeffrey Ford, has served as our Chief Accounting Officer (“CAO”) and Senior Vice President of Finance since August 2023. Mr. Ford leads LivePerson’s finance and accounting functions, including financial planning and analysis (FP&A), treasury, billing and collections, corporate and international accounting, M&A, tax, technical accounting, financial reporting, procurement, payroll, equity administration, and business systems. Before joining LivePerson, Mr. Ford held senior finance and accounting roles at CrowdStrike, a cybersecurity technology company, and Stripe, a financial technology company, where he drove innovation, optimized finance and accounting operations, and


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Executive Compensation

coached high-impact teams. Prior to that, Mr. Ford was at KPMG, a global network of professional firms providing audit, tax and advisory services, for 20 years, most recently as a partner where he held various leadership roles and served in the National Office (Department of Professional Practice). Mr. Ford currently serves as a Board Member and Audit Committee Chair of Alternative Family Services. Mr. Ford is based in the San Francisco Bay Area and earned his B.S. in Accounting and B.A. in Business Administration and Economics from the University of Redlands and is a graduate of the Stanford Executive Program and an alumnus of Stanford University’s Graduate School of Business. Mr. Ford is a certified public accountant.

Executive Compensation

As a smaller reporting company, the Company has opted to comply with the SEC’s executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined under the Securities Act of 1933, as amended. Those rules require compensation disclosure only for the Company’s principal executive officer and its next two most highly compensated executive officers (other than the principal executive officer) who were serving as executive officer at the end of 2024.

The tabular disclosure and discussion that follow describe the Company’s executive compensation program during the fiscal years ended December 31, 2024 and, if applicable, December 31, 2023 with respect to the Company’s named executive officers for 2024:

•John Sabino, our CEO;

•John D. Collins, our COO and CFO, and former Interim CEO; and

•Monica L. Greenberg, our Executive Vice President, Policy and General Counsel;

Mr. Sabino, our CEO, joined the Company as of January 10, 2024. Mr. Collins served as Interim CEO from August 8, 2023 through January 9, 2024, when Mr. Sabino, our new CEO, commenced employment. At that time, Mr. Collins began serving as our COO and continues to serve as our CFO.

2024 Summary Compensation Table

The following table sets forth the compensation earned for all services rendered to the Company in all capacities in each of the last two fiscal years, by our NEOs. Following the table is a discussion of material factors related to the information disclosed in the table.


Name and Principal Position	Year	Salary ($)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(4)	Non-Equity Incentive Plan Compensation ($)(5)	All Other Compensation ($)	Total ($)
John Sabino Chief Executive Officer (1)	2024	535,545	—	3,421,936	169,000	165,000	27,798 (6)	4,319,279
John D. Collins Chief Financial Officer and Chief Operating Officer	2024	525,000	575,000	890,400	—	97,125	40,334(6)	2,127,859
	2023	525,000	300,000	1,450,059	—	164,299	39,961	2,479,319
Monica L. Greenberg Executive Vice President, Policy and General Counsel	2024	450,000	450,000	535,930	—	67,500	21,240(6)	1,524,670
	2023	450,000	—	394,411	—	128,025	21,250	993,686


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Executive Compensation

(1) Mr. Sabino was appointed as our CEO effective as of January 10, 2024.

(2) Represents retention awards, as described in the section of this Proxy Statement titled “Narrative Disclosure to 2024 Summary Compensation Table – Additional Awards” below.

(3) The amounts reported in the “Stock Awards” column represent the grant date fair value of RSU awards granted to our NEOs in 2024 computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC Topic 718, and in accordance with SEC rules. Details and assumptions used in calculating the grant date fair value of the RSU awards may be found in Note 12 of the Company’s consolidated financial statements contained in our Annual Report on Form 10-K for the 2024 Fiscal Year, as filed with the SEC. The amounts included in this column reflect the Company’s accounting expense and do not correspond to the actual value that will be realized, and there is no assurance that these grant date fair values will ever be realized. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(4) The amounts reported in the “Option Awards” column represent the grant date fair value of the option awards granted to our NEOs in 2024, computed in accordance with ASC Topic 718. Details and assumptions used in calculating the grant date fair value of the option awards may be found in Note 12 of the Company’s consolidated financial statements contained in our Annual Report on Form 10-K for the 2024 Fiscal Year, as filed with the SEC. The amounts included in this column reflect the Company’s accounting expense and do not correspond to the actual value that will be realized, and there is no assurance that these grant date fair values will ever be realized. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(5) Represents the performance-based, annual incentive bonuses, as described in the section of this Proxy Statement titled “Narrative Disclosure to 2024 Summary Compensation Table - Annual Incentive Compensation” below.

(6) Amounts reported include: (i) $660, $720, and $648 for Mr. Sabino, Mr. Collins, and Ms. Greenberg, respectively, for premiums for term life insurance, (ii) $8,177, $13,800, and $13,375 for Mr. Sabino, Mr. Collins, and Ms. Greenberg, respectively, for matching contributions to our 401(k) plan, and (iii) $18,961, $25,814, and $7,217, for Mr. Sabino, Mr. Collins, and Ms. Greenberg, respectively, for health, dental, vision and disability insurance.

Narrative Disclosure to 2024 Summary Compensation Table

Elements of 2024 Compensation

The philosophy underlying our executive compensation program is to employ and retain the best leaders in our industry to ensure we execute on our business goals, to reward both individual and company performance in order to promote growth and profitability, and to effectively create long-term stockholder value. In order to achieve our compensation objectives and to support our strategy and compensation philosophy, our compensation program for the 2024 Fiscal Year has been designed to include the principal pay elements described further below. In accordance with our executive compensation philosophy, a significant portion of our continuing NEOs’ target pay is incentive-based, and therefore is considered “at-risk.” This approach directly aligns each NEO’s interests with those of our stockholders in both times of share price growth and times of share price pressure.

Base Salaries

The Compensation Committee believes that our executive base salaries should reflect competitive levels of pay and factors unique to each executive such as experience and breadth of responsibilities, performance, individual skill set, time in the role and internal pay parity. Base salaries are initially set forth in our NEO’s executive’s employment agreement or offer letter, and salary adjustments are generally approved during the first quarter of the calendar year and implemented during the second quarter.

Annual Incentive Compensation

Our NEOs are provided the opportunity to earn a performance-based annual bonus. The annual bonus plan is designed to provide awards to such individuals as an incentive to contribute to and reward achievement against pre-


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Executive Compensation

established financial-based metrics, selected annually to motivate performance that enhances and supports our strategic corporate objectives consistent with our annual operating plan.

Target annual bonus opportunities are expressed as a percentage of base salary and were established by the Compensation Committee in consideration of the NEO’s level of responsibility and his or her ability to impact overall results. The Compensation Committee also considers a competitive market analysis prepared by Compensia in setting target award amounts. Mr. Sabino’s target annual bonus opportunity was established pursuant to the terms of his employment agreement when hired as CEO.

For the 2024 Fiscal Year, the target annual bonus opportunities for our NEOs were as follows:


NEO	Target Bonus as a % of Salary	Target Bonus ($)
John Sabino	100%	550,000
John D. Collins	62%	323,750
Monica L. Greenberg	50%	225,000

Annual bonus payouts for the 2024 calendar year were based on achievement of performance goals established by the Compensation Committee in consultation with our CEO and CFO. The Compensation Committee chose B2B Recurring Monthly Revenue, B2B New Annual Recurring Revenue and B2B Free Cash Flow as the relevant operational and financial performance metrics, assigned each of these metrics a weighting, and established the applicable threshold, target and maximum goals. For 2024, weightings were set as follows: 30% for the B2B Recurring Monthly Revenue metric; 30% for the B2B New Annual Recurring Revenue metric; and 40% for the B2B Free Cash Flow metric. These weightings were adjusted from the prior year to more equally balance the three metrics, while continuing to emphasize the importance of the free cash flow results as a key measure of our overall performance. Executives were eligible for payments for achievement between the approved threshold, target and maximum achievement goals based on a pre-determined scale and size of an aggregate bonus pool set by the Compensation Committee. The Compensation Committee also has the ability to adjust payment amounts in light of individual performance. In the case of substantial outperformance of the Company’s goals, bonuses for the NEOs may be awarded up to a maximum of 200% of target.

The table below summarizes the performance metrics, weightings, goals and achievement levels with respect to the 2024 annual bonus program:


Goal	Weighting	Goals Threshold / Target / Maximum (in millions of $)	Achievement Level (in millions of $)	Payout % Achievement
2024 B2B Recurring Monthly Revenue (1)	30%	296 / 307 / 320	289	—
2024 B2B New Annual Recurring Revenue (2)	30%	(31) / (23) / 8	(55)	—
2024 B2B Free Cash Flow (3)	40%	(6) / 2 / 10	3	100%

(1) “2024 B2B Recurring Monthly Revenue” means aggregate 2024 Fiscal Year monthly recurring software revenue and recurring professional services revenue.

(2) “2024 B2B New Annual Recurring Revenue” means annual new recurring software revenue and annual new recurring professional services revenue, net of churn, in the 2024 Fiscal Year.

(3) “2024 B2B Free Cash Flow” means Adjusted EBITDA less capitalized software and other capital purchases in the 2024 Fiscal Year. “Adjusted EBITDA” means net (loss) income, before provision for (benefit from) income taxes, interest income (expense), net, other income (expense), net, depreciation and amortization, stock-based compensation, restructuring costs, transaction-based acquisition costs, contingent earn-out adjustments and other non-cash charges.

The Compensation Committee did not revise any NEO bonus amounts based on individual performance or performance measured against any strategic objectives, and, therefore, the annual bonus amounts for those bonus-eligible NEOs reflect the Company’s performance against the metrics described above and the final determined


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Executive Compensation

aggregate bonus pool. The table below sets forth the target bonus and earned bonus for each NEO for 2024, which were paid in cash:


NEO	Earned Bonus ($)	Earned Bonus (as a % of Target)
John Sabino	165,000	30%
John D. Collins	97,125	30%
Monica L. Greenberg	67,500	30%

Equity-Based Awards

Equity-based awards are an important element for aligning the long-term financial interests of our NEOs and our stockholders. The Compensation Committee may grant equity-based awards under the Company’s 2019 Stock Incentive Plan (or the Company’s Amended and Restated Inducement Plan, in the case of new-hire awards) in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other equity-based awards.

For equity awards granted in the 2024 Fiscal Year, the Compensation Committee considered multiple factors, including (i) share pool constraints in the 2019 Stock Incentive Plan, (ii) the potential dilutive effects of equity awards upon vesting or exercise, (iii) the desire to provide meaningful equity awards to employees, (iv) the performance of the Company’s stock price, (v) competitive market analysis performed by Compensia, and (vi) the recommendations of the CEO (except with respect to his own equity compensation). In consideration of the foregoing, (i) in January 2024, the Compensation Committee awarded a one-time grant, in addition to the annual grant below, of restricted stock units to Ms. Greenberg in respect of 30,582 shares which vest on the first anniversary of the date of grant, which grant was made based on a review of annual benchmarking data; and (ii) in September 2024, the Compensation Committee awarded restricted stock units to each of Mr. Collins and Ms. Greenberg in respect of 840,000 and 400,000 shares, respectively, as part of their annual equity compensation, each of which vest on the first anniversary of the date of grant.

Mr. Sabino also received equity grants in March 2024 in connection with his hiring in January, 2024 as set forth in his employment agreement and described further below in the section of this Proxy Statement titled “Employment Agreements for our Named Executive Officers” (the “Sign-On Awards”). In designing Mr. Sabino’s compensation package, the Compensation Committee considered the Company’s need to recruit a chief executive officer with the experience and motivation necessary to focus on the Company’s execution of its key strategic objectives and to drive enhancement of shareholder value at a time when the Company was facing strong headwinds. As more fully described below in the section of this Proxy Statement titled “Employment Agreements for our Named Executive Officers,” as part of his hiring, Mr. Sabino received a mix of compensation elements consistent with the Company’s overall compensation philosophy described above, including a base salary, target annual bonus opportunity, and grants of long-term equity-based incentive awards that were determined, in the aggregate, to fall within a reasonable range of the chief executive officer compensation of the group of peer companies used by the Compensation Committee to evaluate executive compensation levels. Further information on our selected peer group is included in the section of this Proxy Statement titled “The Role of Competitive Pay Positioning/2024 Benchmarking” below. Moreover, Mr. Sabino’s Sign-On Awards were intended to replace certain unvested equity holdings that were forfeited by Mr. Sabino when leaving his former employer and also structured to support the Company’s objectives to align his interests with those of our stockholders and provide incentives designed to focus efforts on the enhancement of long-term shareholder value. Mr. Sabino received a restricted stock unit award that converts to shares over four years, subject to Mr. Sabino’s continued employment and a second restricted stock unit award that vests over a period of two years, each of which over time will provide him with a meaningful base of equity holdings. Mr. Sabino also received a stock option award featuring both a two-tiered performance-based vesting condition tied to achievement of share price hurdles, representing significant share price growth over time, and a five-year time-based vesting condition (the “Sign-on Option”). More specifically, the Sign-on Option’s


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Executive Compensation

performance-based vesting conditions provide that 50% of the Sign-on Option will be eligible to vest and become exercisable if, within the first three years following the date of grant, the average closing share price of the Company’s common stock reaches $8.00 on a rolling 30-day trading basis, and the remaining 50% of the Sign-on Option will be eligible to vest and become exercisable if, within the first four years following the date of grant, the average closing share price of the Company’s common stock reaches $13.00 on a rolling 30-day trading basis. The current realizable value of the Sign-on Option is $0, which shows strong pay/performance accountability.

The number of shares ultimately granted in respect of Mr. Sabino’s Sign-On Awards was determined based on 30-day weighted volume average price per share immediately prior to the date of grant of his Sign-On Awards. This method of calculating the number of RSUs awarded to Mr. Sabino resulted in a grant date fair value of $2,632,259 for the four-year RSU award, and $789,678 for the two-year RSU award (both intended to replace certain forfeited equity at his prior employer). In addition, the grant date fair value of Mr. Sabino’s initial stock option grant was $169,000. Mr. Sabino did not receive any additional equity awards in 2024.

As a result of the compensation elements discussed above, 13% of Mr. Sabino’s initial compensation package stems from “fixed” pay elements (i.e., base salary) while 87% is connected to a form of “at-risk” compensation (i.e., target annual bonus and equity compensation).

Additional Awards

In 2023, in connection with the departure of our former CEO, Robert LoCascio, and in the interest of supporting leadership continuity as part of a smooth and orderly transition, the Compensation Committee approved bonuses to certain key employees, including Mr. Collins and Ms. Greenberg who were eligible to receive cash retention bonuses up to an amount equal to their annual base salary, conditioned on their continued employment on pre-established payment dates. The bonuses were paid in two equal installments, the first of which was paid on January 12, 2024, and the second of which was paid on July 12, 2024.

On September 13, 2023, in recognition of Mr. Collins’ service in the dual role of Interim CEO and CFO during 2023, the Compensation Committee also approved a fixed cash bonus of $300,000, which vested in five equal monthly installments subject to the terms and conditions of the retention agreement. The final installment of the cash bonus was paid to Mr. Collins in January 2024 in the amount of $50,000.

The Role of Competitive Pay Positioning / 2024 Benchmarking

The Compensation Committee is responsible for approving pay levels for our NEOs. In determining the pay levels, the Compensation Committee considers all forms of compensation and benefits. As part of the compensation-setting process for the 2024 Fiscal Year, the Compensation Committee reviewed market data developed by Compensia covering peer and broader tech company practices sourced from SEC filings and broader market surveys to evaluate compensation levels and practices for the NEOs. After consideration of the data collected on external competitive levels of compensation and internal relationships within the executive group, the Compensation Committee reviewed and approved the 2024 Fiscal Year target total compensation opportunities for executives based on the need to attract, motivate and retain an experienced and effective management team.

Pay levels for each of our NEOs are determined based on a number of factors, including the individual’s roles and responsibilities within the Company, the individual’s experience and expertise, the pay levels for peers within the Company, pay levels in the broader technology company marketplace for similar positions, performance of the individual and the Company as a whole, and the Company’s overall cash and equity compensation budgets.

As noted above, notwithstanding the Company’s overall pay positioning objectives, pay opportunities for specific individuals vary based on several factors such as scope of duties, tenure, institutional knowledge and/or difficulty in recruiting a new executive. Given that a significant portion of our compensation consists of variable, at-risk


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Executive Compensation

elements, actual total compensation in a given year will vary above or below the target compensation levels based primarily on the attainment of operational and financial goals and the creation of stockholder value. For purposes of setting compensation for the 2024 Fiscal Year, the Compensation Committee utilized a compensation peer group consisting of the companies listed below. The 2024 Fiscal Year peer group was updated from the peer group utilized for compensation determinations in the prior year, and includes the companies listed in the table below. In developing an appropriate comparator group, the following criteria served as key drivers: industry (inclusive of business scope and business mix), size (market capitalization and revenue), revenue growth rate, number of employees and location. In addition, the Compensation Committee considered whether potential peer group members were identified as labor market competitors of ours as well as the peer group identified by Institutional Shareholder Services. The Compensation Committee works with Compensia annually to determine if any adjustments to the peer group are appropriate.


Alteryx, Inc.	EngageSmart, Inc.	PROS Holdings, Inc.
Amplitude, Inc.	Everbridge, Inc.	Rimini Street, Inc.
AvePoint, Inc.	Fastly, Inc.	SEMrush Holdings, Inc.
Cerence Inc.	Model N, Inc.	Sprout Social, Inc.
Consensus Cloud Solutions, Inc.	Olo Inc.	Upland Software, Inc.
Domo, Inc.	OneSpan Inc.	Yext, Inc.
8x8, Inc.	Porch Group, Inc.	Zeta Global Holdings Corp.
		Zuora Inc.

The peer group was similarly updated in July 2024, which updated peer group was relevant for compensation determinations starting in November 2024.


Amplitude, Inc.	Fastly, Inc.	Rimini Street, Inc.
Bandwidth Inc.	Model N, Inc.	Synchronoss Technologies Inc.
BigCommerce Holdings, Inc.	Olo Inc.	Upland Software, Inc.
Cerence Inc.	ON24 INC.	Yext, Inc.
Consensus Cloud Solutions, Inc.	OneSpan Inc.	Zuora, Inc.
Digital Turbine, Inc.	OOMA, Inc.
Domo Inc.	Porch Group, Inc.
8x8, Inc.	PROS Holdings, Inc.

Employment Agreements for our Named Executive Officers

John Sabino, our CEO, became our CEO on January 10, 2024. Prior to the commencement of his employment, we entered into an employment agreement with Mr. Sabino setting forth the terms and conditions of his service as our CEO. Mr. Sabino’s employment agreement provides that he will receive an annual base salary of $550,000, and he will be eligible to receive an annual bonus, with a target bonus opportunity of 100% of his base salary. In connection with his commencement of employment, Mr. Sabino received inducement awards, including: (i) two RSU awards, one with a target grant date value of $1,200,000 that will vest in two equal installments on the first two anniversaries of the date of grant, and the second with a target grant date value of $4,000,000 that will vest as to 25% of the number of RSUs on the first anniversary of the date of grant and then in 12 substantially equal quarterly installments, and (ii) the Sign-on Option, which is a stock option to acquire 1,000,000 shares of the Company’s common stock that will vest and become exercisable upon satisfaction of certain performance-based and time-based vesting conditions. The Sign-on Option’s performance-based vesting conditions provide that 50% of the Sign-on Option will be eligible to vest and become exercisable if, within the first three years following the date of grant, the average closing share price of the Company’s common stock reaches $8.00 on a rolling 30-day trading basis, and the remaining 50% of the


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Executive Compensation

Sign-on Option will be eligible to vest and become exercisable if, within the first four years following the date of grant, the average closing share price of the Company’s common stock reaches $13.00 on a rolling 30-day trading basis. In addition, to the extent that the performance-based vesting conditions are met, 50% of the Sign-on Option will vest and become exercisable on the second anniversary of the date of grant, and the remaining portion of the Sign-on Option will vest and become exercisable in 24 substantially equal monthly installments following the second anniversary of the date of grant. Mr. Sabino’s employment agreement provides for certain payments upon termination. Please refer to the section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control” below for a description of those termination payments.

John D. Collins, our COO and CFO, and former Interim CEO, is party to an employment agreement with us, dated as of August 9, 2022, which covers the terms and conditions of Mr. Collins’ employment including his eligibility to participate in the Company’s annual bonus plan as it exists from time to time under terms comparable to other employees of similar role and responsibility, and standard Company employee benefits, including vacation, in accordance with the terms of those programs in effect from time to time. Mr. Collins’ employment agreement provides for certain payments upon termination. Please refer to the section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control” below for a description of those termination payments.

Monica L. Greenberg, our Executive Vice President, Policy and General Counsel, is party to an employment agreement with us, dated as of October 25, 2006, which covers the terms and conditions of Ms. Greenberg’s employment including her eligibility to participate in the Company’s annual bonus plan as it exists from time to time under terms comparable to other employees of similar role and responsibility, and standard Company employee benefits, including vacation, in accordance with the terms of those programs in effect from time to time. Ms. Greenberg’s employment agreement provides for certain payments upon termination. Please refer to the section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control” below for a description of those termination payments.


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Executive Compensation

Outstanding Equity Awards at End of 2024 Fiscal Year

The following table sets forth information concerning outstanding equity awards held by each of the NEOs as of the end of the 2024 Fiscal Year.


		Option Awards					Stock Awards
	Vesting Commencement Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)(1)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (2)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(3)	Market Value of Shares or Units of Stock That Have Not Vested ($)(4)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or other rights that have not vested (#)(5)	Equity Incentive Plan Awards: Market or Payout value of unearned shares, units or other rights that have not yet vested ($)(6)
John Sabino	3/15/2024	—	—	1,000,000	1.02	3/15/2034	—	—	—	—
	3/15/2024	—	—	—	—		3,354,839	5,099,356	—	—
John D. Collins	10/29/2019	27,818	—	—	40.61	10/29/2029	—	—	—	—
	4/16/2020	37,126	—	—	27.39	5/15/2030	—	—	—	—
	4/9/2021	29,000	7,250	—	51.74	5/7/2031	—	—	—	—
	4/9/2021	—	—	—	—	—	3,400	5,168	—	—
	7/27/2022	—	—	—	—	—	87,146	132,462	—	—
	7/27/2022	—

SEC Form DEF 14A filed by LivePerson Inc.