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DEF 14A 1 proxy2021def14a.htm DEF 14A Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant þ 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))


þ			Definitive Proxy Statement


¨			Definitive Additional Materials


¨			Soliciting Material Pursuant to Rule 14a-12

VONAGE HOLDINGS CORP.


(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


þ			No fee required.


¨			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:


¨			Fee paid previously with preliminary materials:


¨			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

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VONAGE HOLDINGS CORP.

23 MAIN STREET

HOLMDEL, NJ 07733

April 26, 2021

Dear Shareholders,

We are pleased to invite you to attend the annual meeting of shareholders of Vonage Holdings Corp., to be held on Thursday, June 3, 2021 at 10:00 a.m., Eastern Time via live webcast at www.virtualshareholdermeeting.com/VG2021.

You can attend our 2021 Annual Meeting, vote your shares, and submit questions during the meeting via this live webcast. Details on how to access the meeting and the business to be conducted are provided in the accompanying Proxy Statement. Included with the Proxy Statement is a copy of our 2020 annual report, including our Form 10-K for the year ended December 31, 2020 (without exhibits).

I joined Vonage in July of 2020 during a unique time in the industry and in our history. A secular change in the way businesses operate and connect with customers and employees has emerged, and the need to deliver experiences anytime, anywhere is now a fundamental business imperative. The need to embed programmable and configurable communications into every experience will only accelerate, and Vonage is well positioned across our portfolio of products and services to help our customers meet this demand.

We have solidified Vonage’s strategy to provide a single, global cloud communications platform, the Vonage Communications Platform (VCP), to deliver innovations to our customers using our APIs, Contact Center and Unified Communications solutions.This enables Vonage to differentiate with more customizable solutions to fit specific customer needs, which is more important than ever in an increasingly digital world. We have taken a number of decisive actions to optimize our business and improve operational efficiency, allowing us to make strategic investments to drive growth.

Your vote is important. You may vote over the Internet, by telephone’ by mailing a proxy or voting instruction card, or by providing voting instructions to your broker, trustee, or nominee. Any of these voting options will ensure your representation at the 2021 Annual Meeting regardless of whether you attend the live webcast. Please review the instructions in the proxy or voting instruction card regarding these options. If you plan to attend our 2021 Annual Meeting via the webcast, please see the instructions in the notice of the 2021 Annual Meeting of Shareholders.

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Thank you for your investment. I would also like to thank our Vonage customers and partners for their business, and our Vonage team members for their hard work, dedication and commitment. We look forward to your participation in our annual meeting, and welcome your input throughout the year.

Sincerely,

Rory Read

Chief Executive Officer

VONAGE HOLDINGS CORP.

23 MAIN STREET

HOLMDEL, NJ 07733

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS


Time and Date			10:00 a.m., local time, on Thursday, June 3, 2021


Place			via live webcast at www.virtualshareholdermeeting.com/VG2021


Items of Business			At the meeting, we will ask you and our other shareholders to:

(1)			elect ten Directors for a term to expire at the 2022 Annual Meeting of Shareholders;

(2)			ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

(3)			approve our named executive officers' compensation in an advisory vote.


			The shareholders will also act on any other business as may properly come before the meeting or any postponement or adjournment of the meeting. The Board of Directors has no knowledge of any other business to be transacted at the annual meeting.


Record Date			You may vote if you were a shareholder of record at the close of business on April 8, 2021. A list of these shareholders will be available electronically for examination by any shareholder for any purpose germane to the 2021 annual meeting for a period of 10 days prior to the meeting, and electronically during the 2021 Annual Meeting at www.virtualshareholdermeeting.com/VG2021 when you enter your 12-Digit Control Number.


Proxy Voting			It is important that your shares be represented and voted at the meeting. Whether or not you plan to attend the meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the section titled “Questions and Answers about the Proxy Materials and the Annual Meeting” below or, your enclosed proxy card.


Attending the Meeting			You are entitled to attend the 2021 Annual Meeting only if you were a Vonage shareholder at the close of business on April 8, 2021, or you hold a valid proxy for the 2021 Annual Meeting. Instructions on how to attend and participate in the 2021 Annual Meeting live via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/VG2021.


By order of the Board of Directors,

Randy K. Rutherford, Chief Legal Officer and Corporate Secretary

Holmdel, NJ

April 26, 2021

Important Notice Regarding the Availability of Proxy Materials for Our

Annual Meeting of Shareholders to Be Held on June 3, 2021

The accompanying proxy statement and our 2020 annual report to shareholders are available at

http://ir.vonage.com/

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TABLE OF CONTENTS


			Page No




















PROPOSAL NO. 1 ELECTION OF DIRECTORS AND CORPORATE GOVERNANCE			4
Board - Who We Are			4
How We Are Selected, Elected & Evaluated			17
How We Are Organized			20
How We Govern And Are Governed			24
How You Can Communicate With Us			29

AUDIT COMMITTEE REPORT			30

PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30
General			30
Auditors' Fees			31
Pre-Approval Policies and Procedures			31
Recommendation of our Board of Directors			31

PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			32
Background			32
Recommendation of our Board Directors			32

COMPENSATION			33
Compensation Discussion and Analysis			33
Executive Summary			33
Named Executive Officers			33
Shareholder Outreach and Results of the 2019 Say-on-Pay Voting Results			34
2020 Performance			34
2020 Executive Compensation Outcomes			34
Compensation and Governance Matters			35
Executive Compensation Program			36
Engagement of Compensation Consultant			37
Determination of Competitive Compensation			37
Employment Arrangements with our Named Executive Officers			37
Salaries			39
Annual Cash Bonuses			39
Long-Term Incentives			42
2020 Annual Equity Grants			44
Stock Ownership Guidelines for Executives			45
Benefits and Perquisites			46
Equity Grant Practices			46
Post-Employment Compensation			46

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Claw-back, Hedging and Pledging Policies			47
Company Tax and Accounting Issues			47
Summary Compensation Table			48
Grants of Plan-Based Awards—2020			50
Outstanding Equity Awards at Fiscal Year-End—2020			52
Option Exercises and Stock Vested—2020			54
Potential Post-Employment Payments			54
Employment and Related Agreements			54
Potential Payments Upon Termination of Employment or Change-in-Control			58
CEO Pay Ratio			59

DIRECTOR COMPENSATION			60
Cash Compensation Paid to Board Members			60
Equity-Based Grants to Board Members and Stock Ownership Guidelines for Directors			60
2020 Director Compensation			62

STOCK OWNERSHIP INFORMATION			63

EQUITY COMPENSATION PLAN INFORMATION			66

DELINQUENT SECTION 16(a) REPORTS			66

EXECUTIVE OFFICERS OF VONAGE			67

GENERAL INFORMATION			70

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			70
Q: Why am I receiving these proxy materials?			70
Q: What is included in the proxy materials?			70
Q: What information is contained in this proxy statement?			70

Q: Why a Virtual Meeting?			71
Q: How can I access the proxy materials over the Internet?			71
Q: What shares can I vote?			72
Q: How many votes am I entitled to per share?			73
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?			73
Q: How can I attend and vote at the annual meeting?			73
Q: How can I vote my shares without attending the annual meeting if I am a stockholder of record?			74
Q: How can I vote my shares without attending the annual meeting if I am a beneficial owner of shares held in street name?			74
Q: Can I change my vote?			74
Q: How many shares must be present or represented to conduct business at the annual meeting?			74
Q: What is the voting requirement to approve each of the proposals?			74
Q: What is the effect of not casting a vote or not providing voting instructions?			75

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Q: What happens if additional matters are presented at the annual meeting?			75
Q: Who will serve as inspector of elections?			75
Q: What should I do if I receive more than one set of voting materials?			75
Q: What is “householding” and how do I revoke my consent to the householding program?			76
Q: How may I obtain a copy of our 2019 annual report and proxy materials?			76
Q: Who will bear the cost of soliciting votes for the annual meeting?			76
Q: What is the deadline to propose actions for consideration at the 2021 annual meeting of stockholders or to nominate individuals to serve as directors?			76

APPENDIX A			A-1

Proxy Voting Instructions and Proxy Card			A-4

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

OUR BOARD OF DIRECTORS

WHO WE ARE

We believe that the tone for excellence, as well as the tone for integrity, is set at the top. As members of Vonage’s Board of Directors, we take accountability seriously. So, we open this proxy by telling you about who we are and what skills and attributes each of us brings to our Board service.

We follow that with descriptions of how we are selected and elected, how we are organized and evaluated, how we govern, and how you can communicate with us. But we start with who we are.

As previously disclosed, Gary Steele will be retiring from our Board of Directors, effective following the conclusion of the 2021 Annual Meeting. We thank Mr. Steele for his many contributions to the Board of Directors and years of dedicated service.

The persons named in the enclosed proxy card will vote to elect each of the following nominees as a director through the 2022 Annual Meeting of shareholders, unless the proxy is marked otherwise. Each director nominee has indicated a willingness to serve, if elected. If any nominee becomes unable or unwilling to serve, the proxies may be voted for substitute nominees selected by our Board of Directors.

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Hamid Akhavan


Age: 59

Independent Director since December 2016

Committees: Technology, Transactions

Experience:

•Partner at Twin Point Capital, a growth-oriented private equity firm based in New York, NY and Palo Alto, CA (April 2018 to present)

•Partner at Long Arc Capital, a private equity firm specializing in disruptive technology investments (August 2016 to March 2018)

•Chief Executive Officer of Unify Inc. (formerly Siemens Enterprise), a global supplier of Unified Communication (UC) and Contact Center (CC) services (February 2010 to January 2014)

•Chief Operating Officer of Deutsche Telecom (February 2010 to January 2014)

•Chief Executive Officer of T-Mobile International (December 2006 to March 2009)

•Began his career at Jet Propulsion Laboratory (NASA) and Bell Communications Research

Education:

•BS, Electrical Engineering and Computer Science, California Institute of Technology (Caltech)

•MS, Electrical Engineering and Computer Science, Massachusetts Institute of Technology (MIT)

Other Boards:

•National Broadband Ireland (since January 2020)

Qualifications:

Mr. Akhavan has extensive leadership experience at organizations spanning from large public corporations, to private-equity funded companies, to startups, with vast expertise in the wireless, software and services markets, as well as in enterprise cloud communications. Mr. Akhavan brings deep international and versatile technology, enterprise and communications experience, and adds significant strategic insight to our Board.

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Jeffrey A. Citron


Age: 50

Chairman of the Board of Directors since January 2001

Committees: Transactions (Chair)

Experience:

•Private Investor

•Managing Partner, KEC Ventures (2011 to present)

•President, Mannis Group (January 2015 to present)

•Interim Chief Executive Officer of the Company (April 2007 to July 2008)

•Chief Strategist of the Company (February 2006 to July 2008)

•Chief Executive Officer of the Company (January 2001 through February 2006)

Qualifications:

As a Founder and former Chief Executive Officer and Chief Strategist of Vonage, Mr. Citron brings deep institutional knowledge and perspective regarding our strengths, challenges, opportunities, and operations to his role as Chairman of our Board of Directors. Mr. Citron brings entrepreneurial and business-building skills and experience to Vonage. He also brings the perspective of a shareholder with significant stock ownership in us. In addition, Mr. Citron possesses an extensive understanding of telecommunications technologies, including VoIP technology.

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Stephen Fisher


Age: 56

Independent Director since January 2013

Committees: Compensation (Chair), Technology (Chair)

Experience:

•Senior Vice President and Chief Technology Officer at eBay, Inc. (September 2014 to May 2019)

•Executive Vice President of Technology at Salesforce.com, an enterprise cloud computing company (December 2008 to September 2014); Senior Vice President of Platform Product Management (January 2007 to December 2008); Senior Vice President, Platform Division (November 2005 to January 2007); Vice President, Engineering (March 2005 to November 2005); joined in 2004

•Architect at AT&T Labs, Inc. (March 2001 to October 2004)

•Founder, President and Chief Executive Officer of NotifyMe Networks, Inc. (May 1999 to March 2001)

•Served as Department Manager, Internet Products Group at Apple Computer, Inc. and was a Lecturer at Stanford University

Education:

•MS, Computer Science, Stanford University

•BS, Mathematical and Computational Science, Stanford University

Other Boards:

•Bill.com (NYSE: BILL)

•Copart, Inc. (NASD: CPRT) (since July 2019)

•First Derivatives plc (LSE: FDP) (since September 2020)

•Home Experience Holding Co LLC (since November 2020)

Qualifications:

Mr. Fisher brings deep technology experience to our Board of Directors, including expertise in cloud computing, systems architecture, software development, and information, data, and cybersecurity. He is an inventor on 14 U.S. patents and has worked with both start-ups and established technology companies. Mr. Fisher also brings senior leadership and compensation experience to the Board.

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Jan Hauser


Age: 62

Independent Director since September 2019

Committees: Audit (Chair), Nominating & Governance

Experience:

•Vice President, Chief Accounting Officer of General Electric Company (NYSE: GE) (April 2013 to September 2018)

•Partner in the Accounting Services Group of PricewaterhouseCoopers ("PwC") National Professional Services Group (1993 to 2013)

•Professional Accounting Fellow in the Office of the Chief Accountant at the Securities and Exchange Commission (1991 to 1993)

Education and Certifications:

•Bachelor of Business Administration, Accounting, summa cum laude, University of Wisconsin (Whitewater)

•Certified Public Accountant

Qualifications:

Ms. Hauser is a global finance leader and retired PwC partner, bringing more than 35 years of experience navigating highly-complex business transactions. She is a stalwart leader through change and has partnered with senior executives and board members during challenging business conditions. With over 19 years as a PwC partner coupled with her SEC experience, Ms. Hauser also possesses deep insight into regulatory policy and procedure. In addition, Ms. Hauser has been determined to be an "Audit Committee Financial Expert" under SEC rules.

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Priscilla Hung


Age: 54

Independent Director since August 2019

Committees: Audit, Technology

Experience:

•Chief Operating Officer of Guidewire Software, Inc. (NYSE: GWRE), a technology platform that unifies software, services and partner ecosystem to power property & casualty insurers, serving a global community of more than 350 primary insurers of all sizes and lines of business in 40 countries (2017 to present); Chief Administrative Officer & SVP of Corporate Development (2014 to 2017); other positions including Business Development, Global Alliances, Strategic Finance, Corporate Infrastructure, and Legal Affairs; joined 2005

•Held several management positions at Ariba Inc., including Director of Operations and Director of Global Channels and Alliances

•Held several channel, business development, and product marketing positions at Sun Microsystems, Uniface/Compuware, Pyramid/Siemens Nixdorf, and Oracle Corporation

Education:

•MEng, Operation Research & Industrial Engineering, Cornell University

Other Boards:

•Ethos Life

•Human API

Qualifications:

Ms. Hung brings more than 30 years of experience in technology and platform-based services to the Vonage Board, including deep experience in worldwide operations, including product development, corporate and product strategy, presales, product marketing, alliances, information systems technology and security, cloud operations, and customer success.

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Carolyn Katz


Age: 59

Independent Director since January 2014

Committees: Audit, Compensation

Experience:

•Executive Chair of Author & Company, a digital publisher (2012 to present)

•Principal of Providence Equity Partners Inc., a private investment firm specializing in equity investments in telecommunications and media companies (May 2000 to October 2001)

•Held positions at Goldman, Sachs & Co., most recently as a managing director and co-head of Emerging Communications (June 1984 to April 2000)

Education:

•BA, summa cum laude, Princeton University

Other Boards:

•Cogent Communications (Nasdaq: CCOI) (since November 2019)

Qualifications:

Ms. Katz brings more than 20 years of experience in technology and telecommunications to the Vonage Board, including deep experience helping communications companies with corporate development, international expansion and emerging technologies. In addition, Ms. Katz has been determined to be an "Audit Committee Financial Expert" under SEC rules, and provides guidance and perspective on financial and strategic matters.

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Michael J. McConnell


Age: 55

Independent Director since March 2019 (pursuant to a Cooperation Agreement with Legion Asset Management Partners, LLC)

Committees: Audit, Nominating & Governance, Transactions

Experience:

•Private investor

•Chairman of the Board of Spark Networks, Inc., a global, online dating company (January 2015 until June 2017); Interim Executive Chairman and Chief Executive Officer (August 2014 through December 2014); Director (July 2014 until the company was sold in November 2017)

•Chief Executive Officer of Collectors Universe, Inc., a provider of third-party authentication and grading of high value collectibles (2009 to 2012); Director (2007 to 2013)

•Managing Director of Shamrock Capital Advisors, an investment manager of domestic and international alternative asset funds, where he was a member of the firm’s Executive Committee (1994 to 2007)

Education:

•MBA, University of Virginia, Darden Graduate School of Business Administration

•AB, Economics, Harvard University

Other Boards:

•Current:

◦Adacel Technologies (ASX: ADA), a developer of air traffic management systems (since May 2017)

◦Jacob Stern & Sons, a privately owned importer, exporter, processor and distributor of specialty agricultural products (since July 2019)

◦Advisor to Thorney Investments, a private-family investment company located in Melbourne Australia (since January 2016)

•Former:

◦SPS Commerce (Nasdaq: SPSC), a leader in cloud-based supply chain management solution (March 2018 until July 2019)

◦Guidance Software Inc., a provider of forensic security and risk management applications (April 2016 until the company was sold in September 2017)

◦Served on numerous other public and private company boards in the United States, Australia, New Zealand and Ireland including in the past five years: Redflex Holdings Limited, Vitacost.com and Best International Limited.

Qualifications:

Mr. McConnell brings over 20 years of public company non-executive Board experience, public company investor experience, and perspectives as an operating chief executive officer in public companies. In addition, Mr. McConnell has been determined to be an "Audit Committee Financial Expert" under SEC rules.

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Rory Read


Age: 59

Chief Executive Officer of the Company

Director since July 2020

Experience:

•Chief Executive Officer of the Company (July 2020 to present)

•Chief Operating Officer of Dell Technologies, Inc. (October 2015 to June 2020); President and CEO of Virtustream, a Dell subsidiary (May 2018 to June 2020); Executive Vice President of Dell Technologies Boomi

•Chief Integration Officer at Dell Technologies, Inc. (October 2015 to April 2018)

•Chief Operating Officer and President Worldwide Commercial Sales at Dell Technologies, Inc. (March 2015 to October 2015)

•Chief Executive Officer of Advanced Micro Devices (August 2011 to October 2014)

•Chief Operating Officer of Lenovo Group Ltd. (2006 to 2011)

•Over 23 years at International Business Machines Corporation, serving various leadership roles globally

Education:

•BA, magna cum laude, Hartwick College

Qualifications:

Mr. Read brings to our Board of Directors extensive knowledge as a global leader in cloud communications helping businesses accelerate their digital transformation. He brings to the Board executive leadership strength and operational expertise which are key to driving transformative change and execution excellence within businesses.

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John J. Roberts


Age: 76

Lead Independent Director since February 2015

Director since August 2004

Committees: Audit

Experience:

•Global Managing Partner for PricewaterhouseCoopers LLP, a provider of assurance, tax, and advisory services (1998 until his retirement in June 2002)

•Chief Operating Officer of Coopers & Lybrand (1994 to 1998, when it merged with Price Waterhouse)

Education and Certifications:

•BSBA, Drexel University

•Certified Public Accountant

Other Boards:

•Pennsylvania Real Estate Investment Trust (NYSE: PEI), trustee, audit committee member, nominating & governance committee member

Qualifications:

As a result of his roles at PricewaterhouseCoopers LLP and its predecessors, Mr. Roberts has experience in public company accounting, risk management, disclosure, and financial system management and has been determined to be an "Audit Committee Financial Expert" under SEC rules. He also has extensive public company board experience (including specific experience on audit committees). Mr. Roberts brings this experience to his role as our Lead Independent Director.

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Tien Tzuo


Age: 53

Independent Director since July 2020

Committees: Compensation

Experience:

•Founder and Chief Executive of Zuora, Inc. (November 2007-present)

•Chief Strategy Officer of salesforce.com, inc. (2005 to 2008)

•Chief Marketing Officer at salesforce.com, inc., (2003 to 2005)

Education:

•B.S. in Electrical Engineering from Cornell University

•M.B.A. from Stanford University

Other Boards:

•Zuora, Inc. (NYSE: ZUO) (since November 2007) and Chairman (since December 2017)

•Network for Good, Inc. (since 2010)

•Network for Good Donor Advised Fund (since 2006)

Qualifications:

As the founder and CEO of Zuora, we believe that Mr. Tzuo is qualified to serve on our Board of Directors based on his industry perspective, including deep experience in cloud-based software, worldwide operations, product development, and product strategy.

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Board Composition, Skills & Diversity

We have ten director nominees, each of whom, other than our CEO, is independent within the meaning of the Nasdaq Listing Rules. As a group, our director nominees have a wide range of backgrounds, experience, and expertise relevant to our Company. Together, the members of our Board combine deep knowledge of the Company with a diversity of perspectives.

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Akhavan

Citron

Fisher

Hauser

Hung

Katz

McConnell

Read

Roberts

Tzuo

C-Level Public Company Experience

Corporate Governance / Compensation

Finance and Capital Markets

Financial Literacy

International

Investment Experience

M&A/Corporate Development & Strategy

Operational (sales and marketing, network, IT, information security, service delivery etc.)

Product Development/Technology

Public Company Board Membership

Risk Management

No director, director nominee, or associate of any director or director nominee, is a party adverse to us or any of our subsidiaries in any material proceeding or has any material interest adverse to us or any of our subsidiaries. No director, director nominee or executive officer is related by blood, marriage or adoption to any other director or executive officer.

Recommendation of our Board of Directors

Our Board of Directors recommends that the shareholders vote FOR the election to our Board of Directors of Hamid Akhavan, Jeffrey Citron, Stephen Fisher, Jan Hauser, Priscilla Hung, Carolyn Katz, Michael McConnell, Rory Read, John Roberts, and Tien Tzuo.

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HOW WE ARE SELECTED, ELECTED, AND EVALUATED

Director Attributes and Nomination Process

We believe that each member of our Board of Directors should possess certain qualities, including ethical character, sound judgment, and demonstrated business acumen. In addition, Board members should be familiar with our business and industry, be able to work harmoniously, be free of conflicts of interest, be willing to devote sufficient time to satisfy obligations as a director, and be willing to act in the long-term interests of all shareholders. While we do not have a formal diversity policy, we seek to have Directors representing a range of experiences, qualifications, skills, and backgrounds relevant to our activities. We believe that our diversity speaks for itself, and our nominating and governance committee has made Board diversity a priority in its evaluation of director candidates.

We added four independent directors, Jan Hauser, Priscilla Hung, Michael McConnell, and Tien Tzuo, since 2019 and we continue to be committed to ongoing refreshment.

In recruiting and selecting director candidates, our nominating and governance committee considers various factors, including the experience and expertise of existing Board members and the alignment of candidates' abilities and qualifications with the long-term strategic direction of the Company and the qualities described above. To identify director candidates, our nominating and governance committee makes requests to Board members and others for recommendations and uses the services of third-party search firms. The committee meets from time to time to evaluate biographical information and background materials relating to potential candidates and sets up interviews of selected candidates by members of the committee and the Board.

Shareholders may recommend individuals to our nominating and governance committee for consideration as potential director candidates by contacting Vonage Holdings Corp., Attn: Corporate Secretary, 23 Main Street, Holmdel, NJ 07733. Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the Board determines to nominate a shareholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the annual meeting at which it is proposed that the candidate be elected to the Board.

Shareholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or the Board, by following the procedures set forth under “Questions And Answers About The Proxy Materials And The Annual Meeting—What is the deadline to propose actions for consideration at the 2022 annual meeting of shareholders or to nominate individuals to serve as Directors?” Candidates nominated by shareholders in accordance with the procedures set forth in the bylaws will not be included in our proxy card for the next annual meeting.

Cooperation Agreement with Legion Partners

On March 15, 2019, we entered into an agreement (the “Cooperation Agreement”) with Legion Partners Asset Management, LLC and certain related investors (collectively, “Legion Partners”). Pursuant to the Cooperation Agreement, the Company appointed Michael J. McConnell to the Board of Directors. Pursuant to the Cooperation Agreement, Mr. McConnell served an initial term expiring at the Company’s 2019 Annual Meeting of shareholders and was included in the Company's slate of director nominees for election for a one-year term at the 2019 Annual Meeting.

On February 26, 2020, we entered into a renewal agreement to the Cooperation Agreement (the "Renewal Agreement") with Legion Partners. Pursuant to the Renewal Agreement, Mr. McConnell was included in the Company's slate of director nominees for election for a one-year term at the 2020 Annual Meeting of Shareholders. On February 26, 2021, we amended the renewal agreement with Legion Partners.

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Pursuant to this amendment, Mr. McConnell is included in the Company's slate of director nominees for election for a one-year term at the 2021 Annual Meeting of Shareholders.

At the 2021 Annual Meeting and at any special meeting of the Company’s shareholders held prior to the date of termination of the Standstill Period (defined below), the Cooperation Agreement, as extended by the Renewal Agreement (as amended), requires Legion Partners to vote all of its shares of Company common stock in favor of the election of Directors nominated by the Board and on other matters in accordance with the Board’s recommendation, subject to certain exceptions.

The Cooperation Agreement, as extended by the Renewal Agreement (as amended), includes certain restrictions, applicable from March 15, 2021 until the date that is 15 calendar days prior to the last day of the advance notice period for the submission by shareholders of director nominations for the 2022 Annual Meeting of shareholders, as set forth in the advance notice provisions of our Amended and Restated By-laws (the “Standstill Period”), which is subject to earlier termination under certain circumstances. During the Standstill Period, Legion Partners is restricted from, among other things, proposing certain extraordinary transactions, engaging in any solicitation of proxies or written consents relating to the Company, or acquiring any Vonage securities or derivatives that would result in Legion Partners having beneficial ownership of more than 4.9% of the Company’s outstanding common stock while the Company’s tax benefits preservation plan is in effect, or more than 9.9% otherwise.

Declassification of the Board

During 2018, our Board of Directors recommended, and our shareholders approved, amendments to our Restated Certificate of Incorporation and Amended and Restated By-laws to provide for a phased elimination of our classified board structure.

Beginning with the 2021 Annual Meeting, all Directors will stand for annual elections. Under a classified board structure, Directors may only be removed with cause or may voluntarily resign. Section 141(k) of the Delaware General Corporation Law requires that Directors serving on a non-classified board may be removed by shareholders either with or without cause. Therefore our Restated Certificate of Incorporation provides that once the Board of Directors ceases to be classified at the 2021 Annual Meeting, Directors may be removed with or without cause or may voluntarily resign.

Majority Voting and Director Resignation Policy

Our by-laws provide for a majority voting standard, which means that Directors are elected by a majority of the votes cast in elections for which the number of nominees for election does not exceed the number of Directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of Directors to be elected.

In connection with the majority voting standard, the Company’s governance principles provide for a director resignation policy. Under this policy, any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender his or her resignation within 10 days of the certification of the relevant election results. The nominating and governance committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the nominating and governance committee’s recommendation and will disclose the action it has taken and its rationale within 90 days of the certification of the relevant election results.

Annual Board and Committee Evaluations

The Board has implemented a director peer review process in order to ensure that we have the right mix of skills and experience on the Board, and to ensure the appropriate level of performance.

Our nominating and governance committee oversees annually a self-evaluation by our Board of Directors of its performance during the prior year. As part of this process our nominating and governance committee will generally conduct an evaluation to review the progress and effectiveness of our Board of Directors and its committees, and submits comments to the Lead Independent Director. During 2020, the nominating and governance committee engaged a third party to conduct an independent Board and

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committee evaluation. Following discussion with the Lead Independent Director, our nominating and governance committee reports back to our Board of Directors, and the full Board of Directors will consider and discuss the committee's report, including assessing whether the current leadership structure continues to be appropriate for Vonage and its shareholders.

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HOW WE ARE ORGANIZED

Our Board of Directors is currently composed of ten independent Directors, and Mr. Read, our Chief Executive Officer. Our Board of Directors has established audit, compensation, nominating and governance, technology, and transaction committees. Each of the Board committees is composed solely of independent Directors.

Our governance principles provide that our Board of Directors may fill the roles of Chairman of the Board and Chief Executive Officer based upon what is in the best interests of Vonage and its shareholders at any point in time. Our Board of Directors has determined that the positions of Chairman of the Board and Chief Executive Officer should be held by different persons, and has also determined the Board should have a Lead Independent Director who has not previously held an executive position with the Company. Mr. Citron, who has deep institutional knowledge of the Company, serves as Chairman of the Board, and Mr. Roberts serves as our Lead Independent Director. Our governance principles provide the flexibility for our Board of Directors to modify our leadership structure in the future as appropriate.

Our Lead Independent Director:

•has the responsibility to schedule and prepare agendas for and to chair meetings of non-management or independent Directors;

•presides at all meetings of the Board at which our Chairman of the Board is not present;

•coordinates with our Chairman of the Board and our Chief Executive Officer, and other Directors, to determine the frequency, length, and agenda of Board meetings;

•facilitates communication between our Chairman of the Board and our Chief Executive Officer and the other Directors (however, Directors are free to, and do routinely, communicate directly with our Chairman of the Board and our Chief Executive Officer);

•causes the dissemination of information to the other members of our Board;

•raises issues on behalf of the non-management or independent Directors when appropriate;

•has the authority to call meetings of non-management or independent Directors;

•speaks on behalf of the independent Directors when necessary;

•discusses Board and committee evaluations with the nominating and governance committee;

•evaluates the performance of our Chief Executive Officer and other executive officers in coordination with the compensation committee; and

•coordinates with our Chairman of the Board and our Chief Executive Officer to monitor communications from shareholders and other interested parties.

Board Committees

Our Board has established audit, compensation, nominating and governance, technology, and transactions committees, each of which operates under a charter that has been approved by our Board. Current copies of each committee's charter are posted on the Corporate Governance section of our website at http://ir.vonage.com/.

Our Board has determined that all of the members of each of the audit, compensation, nominating and governance, technology, and transactions committees are independent as defined under the rules of the Nasdaq Stock Market, including, in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A-3(b)(1) under the Securities Exchange Act of 1934.

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Audit Committee

The audit committee's responsibilities include:

•appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•overseeing the work and evaluating the performance of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

•reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•monitoring our internal controls over financial reporting and disclosure controls and procedures;

•overseeing our internal audit function;

•reviewing management's risk assessment and risk management policies;

•establishing policies regarding hiring employees from our independent registered public accounting firm;

•establishing procedures for the receipt, retention, confidential treatment, and investigation of accounting or auditing related complaints and concerns;

•meeting independently with our internal auditing staff, independent registered public accounting firm and management;

•overseeing compliance by the Company with applicable laws and regulations;

•reviewing and approving or ratifying any related person transactions; and

•preparing the audit committee report required by SEC rules, which is included below in this proxy statement.

The members of our audit committee are Ms. Hauser (Chair), Mr. Roberts, Ms. Hung, Ms. Katz, and Mr. McConnell. Each member of our audit committee meets the standards for financial literacy for companies listed on the Nasdaq Stock Market. In addition, our Board of Directors has determined that Ms. Hauser, Mr. Roberts, Ms. Katz, and Mr. McConnell, each of whom is independent under applicable rules governing independence of audit committee members, are each also an “Audit Committee Financial Expert” as defined by applicable SEC rules.

Audit committee meetings typically have included, for all or a portion of each meeting, not only the committee members but also other Board members, our chief executive officer, chief financial officer, chief accounting officer, chief legal officer, and our head of internal audit.

Compensation Committee

The compensation committee's responsibilities include:

•annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executives;

•determining, along with our other independent Directors, compensation for our chief executive officer;

•reviewing and approving the compensation of our other executive officers;

•reviewing risks arising from our compensation policies and practices;

•overseeing and administering our cash and equity incentive plans;

•appointing, approving the compensation of, assessing the independence of, and overseeing the work of any compensation consultant, independent legal counsel or other advisor retained by the compensation committee;

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•monitoring compliance of executive officers with our stock ownership policy;

•reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which is included below in this proxy statement and considering the results of the most recent shareholder advisory vote on executive compensation; and

•preparing the compensation committee report required by SEC rules, which is included below in this proxy statement.

Independent Compensation Advisor

The compensation committee has the authority to engage its own independent advisors to assist in carrying out its responsibilities under its charter. The compensation committee has engaged and utilizes the services of an independent compensation consultant, Meridian Compensation Partners, LLC, to advise the committee in connection with its oversight of our compensation program. The compensation consultant attends meetings of the compensation committee as requested and also communicates with the compensation committee outside of meetings. The compensation consultant reports to the compensation committee rather than to management, although the compensation consultant may meet with management from time to time for purposes of gathering information on proposals that management may make to the compensation committee, at the request of the compensation committee. The compensation committee is free to replace the compensation consultant or hire additional consultants at any time. The compensation consultant does not provide services to management. In selecting its compensation consultant, the compensation committee considered factors relevant to the consultant's independence, including the factors set forth in applicable rules of the Nasdaq Stock Market, and determined that the services provided by Meridian in 2020 did not raise any conflicts of interest. The processes and procedures followed by our compensation committee in considering and determining executive compensation are described below under the heading “Compensation Discussion and Analysis.”

Compensation committee meetings typically have included, for all or a portion of each meeting, not only the committee members but also other Board members, our chief executive officer, chief financial officer, chief legal officer, and our chief human resources officer.

The members of our compensation committee are Mr. Fisher (Chair), Ms. Katz, and Mr. Tzuo. In the case of all members of the compensation committee, our Board has considered the independence criteria set forth in the Nasdaq Listing Rules that are specifically applicable to compensation committee members and determined that each of the members of our compensation committee is independent.

Nominating and Governance Committee

The nominating and governance committee's responsibilities include:

•identifying individuals qualified to become Board members;

•recommending to our Board the persons to be nominated for election as Directors for appointment and to each of the Board's committees;

•making recommendations to our Board on the size of and criteria for membership on the Board and Board committees;

•reviewing and making recommendations to the Board with respect to the compensation of non-executive Directors;

•developing and recommending governance principles to the Board;

•reviewing our disclosures regarding the specific experience, qualifications, attributes or skills that led to the conclusion that each director and nominee should serve as a director;

•reviewing the Board's leadership structure in light of our specific characteristics and circumstances and recommending changes, if any, to the Board for approval, and reviewing our disclosure regarding Board leadership structure; and

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•overseeing an annual self-evaluation of the Board and its committees.

An independent compensation consultant, Meridian Compensation Partners, LLC, advised the committee in connection with reviewing the compensation of non-executive Directors during 2020. The processes and procedures followed by the nominating and governance committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process.”

The members of our nominating and governance committee are Mr. Steele (Chair), Ms. Hauser, and Mr. McConnell. Nominating and governance committee meetings typically have included, for all or a portion of each meeting, not only the committee members but also other Board members and our chief executive officer.

Technology Committee

The technology committee's responsibilities include:

•reviewing and evaluating innovation efforts, technology plans and strategies, and the Company’s intellectual property portfolio;

•reviewing and evaluating key talent supporting the Company’s innovation efforts;

•monitoring technology development in support of overall business strategy;

•identifying and monitoring existing and emerging industry trends; and

•in conjunction with the audit committee, overseeing cybersecurity risk management

The members of our technology committee are Mr. Fisher (Chair), Mr. Akhavan, and Ms. Hung.

Transactions Committee

The transactions committee's responsibilities include:

•overseeing ordinary-course transactions, such as joint ventures, collaborations, partnerships, or licensing arrangements, outside of larger mergers & acquisitions activity;

•reviewing and advising non-binding letters of intent; and

•authorizing certain transactions, or recommending to the Board for approval, transactions at certain thresholds

The members of our transactions committee are Mr. Citron (Chair), Mr. Akhavan, and Mr. McConnell. The transactions committee meets on an ad hoc basis based on transaction activity.

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HOW WE GOVERN AND ARE GOVERNED

Governance Principles

Our Board of Directors has adopted governance principles to assist in the exercise of its duties and responsibilities and to serve the best interests of our shareholders and the overall success of the business. These principles, which provide a framework for the conduct of the Board's business, provide that:

•the Board's principal responsibility is to oversee the management of Vonage to assure that the best interests of the Company and its shareholders are being served;

•a majority of the members of our Board shall be independent Directors;

•the independent Directors meet regularly in executive session;

•Directors have full and free access to management and, as necessary and appropriate, independent advisors;

•new Directors participate in an orientation program and all Directors are encouraged to participate in continuing director education on an ongoing basis; and

•annually our Board and its committees will conduct a self-evaluation to assess whether they are functioning effectively and efficiently.

Board Determination of Independence

Under applicable Nasdaq Stock Market rules, a director will only qualify as “independent” if our Board affirmatively determines that he or she has no material relationship with Vonage that would interfere with the exercise of independent judgment. Our Board has established guidelines to assist it in determining whether a director has such a material relationship. The guidelines are included in our governance principles, which are available on our website as discussed above. Under these guidelines, a director is not considered to have a material relationship with Vonage if he or she:

•is independent under Section 5605 of the Nasdaq Listing Rules; and

•is not an executive officer of another company which is indebted to Vonage, or to which Vonage is indebted, where the total amount of either company's indebtedness to the other is more than 1% of the total consolidated assets of the company for which he or she serves as an executive officer.

In addition, ownership of a significant amount of our stock, by itself, does not constitute a material relationship. For relationships not covered by the guidelines set forth above, the determination of whether a material relationship exists is made by the other independent members of our Board.

Our Board has determined that Hamid Akhavan, Jeffrey Citron, Stephen Fisher, Jan Hauser, Priscilla Hung, Carolyn Katz, Michael McConnell, John Roberts, Gary Steele, and Tien Tzuo meet the categorical standards described above, that none of these Directors has a material relationship with Vonage and that each of these Directors is “independent” as determined under Section 5605 of the Nasdaq Listing Rules.

None of the Directors determined to be independent engaged in any related person transactions with the Company. In making its determination that Mr. Citron is “independent”, our Board considered the fact that the Company provided health insurance and medical care payments to Mr. Citron in the amount of $29,457, $30,185 and $32,406 in 2018, 2019, and 2020, respectively. The Board also considered Mr. McConnell's appointment to our Board through a Cooperation Agreement with Legion Partners Asset Management, LLC, as described under "Cooperation Agreement with Legion Partners" above.

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Board Meetings and Attendance

During 2020, our Board of Directors met 13 times, our audit committee met 6 times, our compensation committee met 9 times, and our nominating and governance committee met 8 times. Our technology and transactions committees were formed in 2021 and did not hold any formal meetings in 2020. During 2020, each current director attended at least 75% of the aggregate of the number of Board meetings and the number of meetings held by all committees on which he or she then served.

Director Attendance at Annual Meeting of Shareholders

Our governance principles provide that Directors are encouraged to attend the annual meeting of shareholders. All of our Directors then serving on our Board attended the 2020 annual meeting of shareholders.

Directors Changing Their Present Job Responsibilities

Our governance principles require Directors who substantially change their present job responsibilities to tender their resignation to the Chairman of the Board, who must refer it to our nominating and governance committee for review. Our Board of Directors, upon the recommendation of the nominating and governance committee, determines whether to accept the resignation. In cases in which a director is uncertain as to whether he or she ought to tender his or her resignation, our Board of Directors expects such director to consult with the chairman of the nominating and governance committee. The nominating and governance committee shall consider a director's other job responsibilities in its deliberations concerning Directors' standing for re-election.

During 2020 all Directors were compliant with the Board's resignation policy.

Governance of Compliance and Control Functions

Oversight of risk management, compliance, and related control functions are also important to our Board's governance functions. Some of these include:

Risk Management and Role of the Board in Risk Oversight

Our Chief Executive Officer reports directly to our Board of Directors and is responsible for the day-to-day management of our Company, including how the Company addresses risk. Our Chief Financial Officer is responsible for day-to-day financial risk management under the direction of our Chief Executive Officer. Management has implemented an enterprise risk management process to identify, assess, and manage the most significant risks facing us and conducts risk assessments of our business periodically. The risk assessment process is global in nature and has been developed to identify and assess our risks, including the nature of the risk, as well as to identify steps to mitigate and manage each risk. Our senior leadership team, functional heads, and other managers are surveyed and/or interviewed to develop this information. The enterprise risk management process is led by our Chief Legal Officer, who reports to our Chief Executive Officer, and our Vice President, Internal Audit, who reports directly to our audit committee. In 2020, our Chief Legal Officer and Vice President, Internal Audit, provided status updates on our enterprise risk management process and related activities to our Board of Directors.

In support of the overall enterprise risk management process, our Chief Information Security Officer conducts further risk analysis from an information security and cybersecurity risk perspective and throughout 2020 provided status updates on related activities to our Board of Directors. In addition, the Board examined additional areas of risk management affected by the Covid-19 pandemic throughout 2020.

Our Board of Directors is involved in oversight of Vonage's risk assessment and monitoring processes, which it conducts primarily through the work of committees of the Board. Management reviews significant risks with our Board of Directors throughout the year, as necessary and/or appropriate, and conducts a formal review of its assessment and management of the most significant risks with our Board of Directors on a periodic basis. Our audit committee has oversight responsibility to review management's risk assessment and risk management policies, including the policies and guidelines used by management to identify, monitor and manage our exposure to risk. Our audit committee reviews and discusses with our management, our outside auditor and our internal auditors the material risks facing Vonage and our

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management's plans to manage the risks identified as a result of the enterprise risk management process and reports on its review to the full Board of Directors. Our compensation committee reviews risks arising from our compensation policies and practices and reports on its review to the full Board of Directors. In conjunction with the audit committee, our technology committee reviews risks related to cybersecurity and data privacy.

Transactions with Related Persons

Policies and Procedures for Related Person Transactions

Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which Vonage is or will be a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees, or 5% shareholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our chief legal officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved or ratified by the Board's audit committee. Whenever practicable, the reporting, review, and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review, and, in its discretion after considering the factors set forth below, as appropriate, may ratify the related person transaction. The policy also permits the chairman of the audit committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the audit committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the material terms of the transaction and the related person's interest in the transaction. As appropriate for the circumstances, the audit committee will review and consider:

•the related person's interest in the related person transaction;

•the approximate dollar value of the amount involved in the related person transaction;

•the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss;

•whether the transaction was undertaken in the ordinary course of our business;

•whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

•the purpose of, and the potential benefits to us of, the transaction; and

•any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. The audit committee may impose any conditions on the related person transaction it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC's related person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions requiring approval or ratification for purposes of this policy:

•interests arising solely from the related person's position as an executive officer of another entity (whether or not the person is also a director of such entity) that is a participant in the transaction,

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where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2% of Vonage's annual gross revenues; and

•a transaction that is specifically contemplated by provisions of Vonage's certificate of incorporation or bylaws.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee in the manner specified in its charter.

Related Person Transactions During 2020

The Company did not participate in any related persons transactions during 2020.

Codes of Conduct

We have a comprehensive code of conduct applicable to all our Directors, officers, and employees and have a finance code of ethics applicable to our chief executive officer, chief financial officer and employees in our finance organization. The code of conduct and the finance code of ethics are posted in the Corporate Governance section of our website: http://www.vonage.com/investor-relations/governance. We will provide you with printed copies of our codes free of charge on written request to Vonage Holdings Corp., Attn: Corporate Secretary, 23 Main Street, Holmdel, NJ 07733. There have not been any waivers to date, however we intend to disclose any waivers from provisions of our codes that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or any person performing similar functions, as well as amendments to our code(s) that are required to be disclosed under SEC rules, on the Corporate Governance section of our website promptly following the date of such amendment or waiver.

Compensation Committee Interlocks and Insider Participation

During 2020, the members of our compensation committee were Mr. Akhavan, Mr. Fisher, Ms. Hung, Ms. Katz, and Mr. Tzuo. None of the members of our compensation committee was at any time in 2020, or formerly, an officer or employee of Vonage, and none of the members of our compensation committee had any relationship with Vonage requiring disclosure as a related person transaction under Item 404 of Regulation S-K. See “Transactions with Related Persons.” During 2020, none of our executive officers served as a member of the compensation committee or Board of Directors of any entity that had one or more executive officers that served on our compensation committee or Board of Directors.

Impact of Compensation Policies on Risk Management

Our compensation committee, with the assistance of its independent compensation consultant, reviewed our compensation policies and practices for our employees, including executive officers, and determined that our compensation policies and practices are not reasonably likely to have a material adverse effect on us. Our compensation committee noted several aspects of the design of our compensation program that reduce the likelihood of excessive risk-taking:

•The program provides a balanced mix of cash and equity, and annual and longer-term incentives.

•We set varied performance goals that we believe are reasonable in light of corporate strategy, past performance, future projections, market conditions, analyst expectations, and our debt covenants. These performance goals encourage a balanced emphasis on growth, profitability, and operational performance. If management overemphasized any single metric, possibly increasing risk to our long-term performance, it would likely be at the expense of other metrics resulting in reduced compensation. This balanced approach helps mitigate risk and drive long-term performance.

•Performance goals are primarily team oriented rather than individually focused, and tied to measurable factors.

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•Assuming we achieve at least a minimum level of performance, payouts under our incentive plans result in some compensation at levels below full target achievement, rather than an “all-or-nothing” approach.

•Maximum payout levels for bonuses based upon performance are capped (on each measure and overall).

•Our compensation committee has discretion to adjust bonus payouts, including making downward adjustments.

•We use a mix of performance-based and time-based restricted stock units. We use restricted stock units for equity awards in part because they retain value even in a depressed market so that executives are less likely to take unreasonable risks to get, or keep, options “in-the-money.” Performance-based restricted stock units also act to better align the interests of our Named Executive Officers ("NEOs") with those of our shareholders.

•Under our Incentive Compensation Recovery Policy, the compensation committee may recoup from a covered officer (including NEOs) incentive compensation, including improper gains from the sale or disposition of vested equity awards, in the event of a material restatement of the Company's financial results (other than as a result of a change in accounting rules, principles or interpretations) caused or substantially caused by the misconduct of the covered officer.

•Multi-year overlapping vesting periods for equity awards limit employee ability to benefit from short-term risky behavior and encourage long-term decision making and value creation.

•Under our stock ownership guidelines, each named executive officer is required to own a number of shares of Company common stock having a value equal to a multiple of his or her base salary.

•Our securities trading compliance policy prohibits all Directors and employees from engaging in any strategy or using any product to hedge against potential changes in the value of Vonage securities.

•Our securities trading compliance policy prohibits all Directors and employees from, directly or indirectly, pledging a significant amount of Vonage securities, including the intentional creation of any form of pledge, security interest, deposit, or lien, including the holding of shares in a margin account, that entitles a third-party to foreclose against, or otherwise sell, any shares, whether with or without notice, consent, or default, except in limited circumstances.

Prohibited Hedging Transactions

Our securities compliance trading policy prohibits all Directors and employees from engaging in any strategy or using any product to hedge against potential changes in the value of Vonage securities, including short selling techniques, "sales against the box", puts, calls, and other derivative securities, prepaid variable forwards, equity swaps, collars, exchange funds, and forward-sale contracts.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth below. Based on the foregoing review and discussion, the compensation committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.

By the Compensation Committee of the Board of Directors of Vonage Holdings Corp.

Stephen Fisher, Chair

Carolyn Katz

Tien Tzuo

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HOW YOU CAN COMMUNICATE WITH US

Our Board seeks, and welcomes, information from a diverse array of sources to help it perform its oversight functions. The Board has always valued input from shareholders as they both represent a wide array of backgrounds and perspectives and have a financial stake in the value of their input.

Our Board therefore maintains a number of means for shareholder input. Shareholders can participate in our annual meeting as well as in our engagement outreach and investor relations functions. The Company maintains reporting mechanisms as well as when these contain Board-relevant information.

Our Board will give appropriate attention to written communications that are submitted by shareholders and other interested parties, and will respond if and as appropriate. Communications are forwarded to all Directors if they relate to important substantive matters or include suggestions or comments that the Lead Independent Director considers to be important for the Directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we receive repetitive or duplicative communications.

Shareholders and other interested parties who wish to send communications to our Lead Independent Director, the independent Directors as a group, or the Board should address such communications to such Directors or the Board of Directors, Vonage Holdings Corp., Attn: Corporate Secretary, 23 Main Street, Holmdel, NJ 07733, via email at ir@vonage.com, or by submitting a communication through our website at https://ir.vonage.com/investor-resources/contact-ir.

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AUDIT COMMITTEE REPORT

In the performance of its oversight responsibilities, the audit committee has reviewed our audited financial statements for the fiscal year ended December 31, 2020 and the evaluation of our internal control over financial reporting as of that date, and has discussed them with our management and our independent registered public accounting firm.

The audit committee has also received from, and discussed with, our independent registered public accounting firm various matters that are required to be discussed under Public Company Accounting Oversight Board standards.

The audit committee has received the written disclosures and the letter from our independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the audit committee concerning independence, and has discussed with our independent registered public accounting firm its independence. The audit committee has concluded that the provision of audit and non-audit services by Deloitte & Touche, LLP during the fiscal year ended December 31, 2020 was compatible with Deloitte & Touche, LLP's independence.

Based on the review and discussions referred to above, the audit committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.

As discussed under Proposal No. 2, following this process the audit committee selected Deloitte and Touche, LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

By the Audit Committee of the Board of Directors of Vonage Holdings Corp.

Jan Hauser, Chair

Priscilla Hung

Carolyn Katz

Michael McConnell

John Roberts

PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

We are asking shareholders to ratify the audit committee's appointment of Deloitte and Touche, LLP ("Deloitte") as Vonage's independent registered public accounting firm for the year ending December 31, 2021. Deloitte was appointed as Vonage's independent registered public accounting firm beginning with fiscal year 2017. Although shareholder approval of the audit committee's appointment of Deloitte is not required by law or our certificate of incorporation or bylaws, our Board of Directors and the audit committee believe that it is advisable to give shareholders an opportunity to ratify the appointment. In the event the shareholders fail to ratify the appointment, the audit committee will reconsider this appointment. Even if the appointment 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 determines that such a change would be in Vonage's and its shareholders' best interests.

In deciding to re-appoint Deloitte as Vonage’s independent registered public accounting firm, the audit committee considered a variety of factors, including Deloitte’s knowledge of Vonage’s business and technical expertise, the quality and candor of Deloitte’s communications with the audit committee, Deloitte’s independence, the quality and timeliness of the services provided by Deloitte (including feedback from management), and the appropriateness of Deloitte’s fees.

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Representatives of Deloitte are expected to be present at the meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions.

Auditors' Fees

The following table summarizes the fees Deloitte & Touche billed to us for fiscal 2020.


Fee Category	Fiscal Year 2020		Fiscal Year 2019
Audit Fees (1)	$	3,061,478	$	2,442,565
Tax Fees (2)	914,946		895,447
Audit Related Fees (3)	—		175,000
Total Fees	$	3,976,424	$	3,513,012

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(1)Audit fees consist of amounts billed for the audit of our annual financial statements included in our annual report on Form 10-K, the review of the interim financial statements included in our quarterly reports on Form 10-Q, the audit of internal control over financial reporting. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal auditor can reasonably provide to a client including comfort letters, and consents and assistance with and review of documents filed with the SEC.

(2)Tax fees consist of amounts billed for advisory services regarding tax compliance issues and the completion of corporate tax returns.

(3)Audit related fees represent fees for services performed in connection with SEC correspondence in 2019.

Pre-Approval Policies and Procedures

Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm to support its assessment of their independence. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the audit committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

Our audit committee has also delegated to the chairman of the audit committee the authority to approve any audit or non-audit services to be provided to us by our independent registered public accounting firm. Any approval of services by the chairman of the audit committee pursuant to this delegated authority is reported on at the next meeting of the audit committee.

The audit committee pre-approved all of the fees billed to us by Deloitte & Touche for 2020.

Recommendation of our Board of Directors

Our Board of Directors recommends that the shareholders vote FOR the ratification of the appointment of Deloitte and Touche, LLP to serve as Vonage's independent registered public accounting firm for the year ending December 31, 2021.

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SEC Form DEF 14A filed by Vonage Holdings Corp.