exhibit1022sproutsociali






259266134 v2  SPROUT SOCIAL, INC.  NON-EMPLOYEE DIRECTOR COMPENSATION POLICY  (as amended effective as of January 1, 2022)  Non-employee members of the board of directors (the “Board”) of Sprout Social, Inc.  (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this  Non-Employee Director Compensation Policy (as amended from time to time, this “Policy”).  The cash and equity compensation described in this Policy shall be paid or be made, as  applicable, automatically and without further action of the Board, to each member of the Board  who is not an employee of the Company or any parent or subsidiary of the Company (each, a  “Non-Employee Director”) who may be eligible to receive such cash or equity compensation,  unless such Non-Employee Director declines the receipt of such cash or equity compensation by  written notice to the Company.  This Policy was adopted effective as of December 12, 2019,  amended effective as of April 23, 2020, and is hereby further amended effective as of January 1,  2022, and shall remain in effect until it is revised or rescinded by further action of the Board.  This Policy may be amended, modified or terminated by the Board at any time in its sole  discretion.  The terms and conditions of this Policy shall supersede any prior cash and/or equity  compensation arrangements for service as a member of the Board between the Company and any  of its Non-Employee Directors and between any subsidiary of the Company and any of its non- employee directors.    Cash Compensation.  (a) Annual Retainers.  Each Non-Employee Director shall receive an annual  retainer of $35,000 for service on the Board.    (b) Additional Annual Retainers.  In addition, a Non-Employee Director shall  receive the following annual retainers:  (i) Non-Executive Lead Director.  A Non-Employee Director serving  as Non-Executive Lead Director of the Board shall receive an additional annual retainer  of $15,000 for such service.  (ii) Audit Committee.  A Non-Employee Director serving as  Chairperson of the Audit Committee shall receive an additional annual retainer of  $20,000 for such service.  A Non-Employee Director serving as a member of the Audit  Committee (other than the Chairperson) shall receive an additional annual retainer of  $10,000 for such service.  (iii) Compensation Committee.  A Non-Employee Director serving as  Chairperson of the Compensation Committee shall receive an additional annual retainer  of $15,000 for such service.  A Non-Employee Director serving as a member of the  US-DOCS\115340154.2 





 






259266134 v2  Compensation Committee (other than the Chairperson) shall receive an additional annual  retainer of $7,500 for such service.  (iv) Nominating and Corporate Governance Committee.   A Non- Employee Director serving as Chairperson of the Nominating and Corporate Governance  Committee shall receive an additional annual retainer of $12,000 for such service.  A  Non-Employee Director serving as a member of the Nominating and Corporate  Governance Committee (other than the Chairperson) shall receive an additional annual  retainer of $7,500 for such service.  (c) Payment of Retainers.  The annual retainers described in Sections 1(a) and  1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by  the Company in arrears not later than the fifteenth day following the end of each calendar  quarter.  In the event a Non-Employee Director does not serve as a Non-Employee  Director, or in the applicable positions described in Section 1(b), for an entire calendar  quarter, such Non-Employee Director shall receive a prorated portion of the retainer(s)  otherwise payable to such Non-Employee Director for such calendar quarter pursuant to  Sections 1(a) and 1(b), with such prorated portion determined by multiplying such  otherwise payable retainer(s) by a fraction, the numerator of which is the number of days  during which the Non-Employee Director serves as a Non-Employee Director or in the  applicable positions described in Section 1(b) during the applicable calendar quarter and  the denominator of which is the number of days in the applicable calendar quarter.  Equity Compensation.  Effective as of January 1, 2022, Non-Employee Directors shall be  granted the equity awards described below.  The awards described below shall be granted under  and shall be subject to the terms and provisions of the Company’s 2019 Incentive Award Plan or  any other applicable Company equity incentive plan then-maintained by the Company (such  plan, as may be amended from time to time, the “Equity Plan”) and shall be granted subject to  the execution and delivery of award agreements, including attached exhibits, in substantially the  forms previously approved by the Board.  All applicable terms of the Equity Plan apply to this  Policy as if fully set forth herein, and all equity grants hereunder are subject in all respects to the  terms of the Equity Plan.   (a)  Start Date Awards.  Except as otherwise determined by the Board, each  Non-Employee Director who is initially elected or appointed to the Board shall be  automatically granted, on the date of such Non-Employee Director’s initial election or  appointment (such Non-Employee Director’s “Start Date”), an award of restricted stock units  that have an aggregate fair value on the date of such Start Date of $360,000 (as determined in  accordance with FASB Accounting Code Topic 718 (“ASC 718”)) and with the number of  shares of common stock underlying such award subject to adjustment as provided in the  Equity Plan. The awards described in this Section 2(a) shall be referred to as “Start Date  Awards.”    2 US-DOCS\115340154.2 





 






259266134 v2  (b) Annual Awards.  Except as otherwise set forth in Section 2(c), each Non- Employee Director who (i) serves on the Board as of the date of any annual meeting of the  Company’s stockholders (an “Annual Meeting”) and (ii) will continue to serve as a Non- Employee Director immediately following such Annual Meeting shall be automatically  granted, on the date of such Annual Meeting, an award of restricted stock units that have an  aggregate fair value on the date of such Annual Meeting of $180,000 (as determined in  accordance with ASC 718) and with the number of shares of common stock underlying such  award subject to adjustment as provided in the Equity Plan. The awards described in this  Section 2(b) shall be referred to as the “Annual Awards.”    (c) Initial Annual Meeting Awards.  Notwithstanding anything to the contrary herein,  (i) any Non-Employee Director who commences service on the date of an Annual Meeting  and receives a Start Date Award pursuant to Section 2(a) on the date of such Annual Meeting  will not also receive an Annual Award on the date of such Annual Meeting and (ii) any Non- Employee Director who commences service on the date other than the date of an Annual  Meeting shall, in addition to such Non-Employee Director’s Start Date Award, be granted an  award of restricted stock units (a “Pro-Rata Annual Award”) on the date of the first Annual  Meeting following the date of grant of such Start Date Award (the “Initial Annual Meeting”),  with an aggregate fair value on the date of such Initial Annual Meeting (as determined in  accordance with ASC 718) equal to the product of (x) $180,000 and (y) a fraction, the  numerator of which is the number of days during the period beginning on such Non- Employee Director’s Start Date and ending on the date of the Initial Annual Meeting and the  denominator of which is 365 (with the number of shares of common stock underlying such  award subject to adjustment as provided in the Equity Plan).  For the avoidance of doubt, the  Pro-Rata Annual Award shall be granted in lieu of, and not in addition to, the Annual Award at  the Initial Annual Meeting.  (d) Termination of Employment of Employee Directors.  Members of the  Board who are employees of the Company or any parent or subsidiary of the Company who  subsequently terminate their employment with the Company and any parent or subsidiary of  the Company and remain on the Board will not receive a Start Date Award pursuant to Section  2(a) above, but to the extent that they are otherwise eligible, will be eligible to receive, after  termination from employment with the Company and any parent or subsidiary of the  Company, Annual Awards as described in Section 2(b) above.  (e)  Vesting of Awards Granted to Non-Employee Directors.  Each Start Date  Award shall vest and become exercisable as to one-third (1/3) of the total number of restricted  stock units subject to such award on the first anniversary of the date of grant and as to an  additional 1/8th of the total number of restricted stock units subject to such award on each  quarterly anniversary of the date of grant thereafter (and if there is no corresponding day, the  last day of the applicable month) such that the Start Date Award shall be fully vested on the  third anniversary of the date of grant, subject to the Non-Employee Director continuing in  service on the Board through the applicable vesting date. Each Annual Award and Pro-Rata   3 US-DOCS\115340154.2 





 






259266134 v2  Annual Award shall vest and become exercisable on the earlier of (i) the day immediately  preceding the date of the first Annual Meeting following the date of grant and (ii) the first  anniversary of the date of grant, subject to the Non-Employee Director continuing in service  on the Board through the applicable vesting date.  No portion of an Annual Award, Pro-Rata  Annual Award or Start Date Award that is unvested or unexercisable at the time of a Non- Employee Director’s termination of service on the Board shall become vested and exercisable  thereafter.  All of a Non-Employee Director’s Annual Awards, Pro-Rata Annual Awards and  Start Date Awards shall vest in full immediately prior to the occurrence of a Change in  Control (as defined in the Equity Plan), to the extent outstanding at such time.    4 US-DOCS\115340154.2