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​	NOTICE OF ANNUAL MEETING	​	​	​	​	iii	​	​
​	TABLE OF CONTENTS	​	​	​	​	v	​	​
​	PROXY STATEMENT SUMMARY	​	​	​	​	1	​	​
​	Proposals and Highlights	​	​	​	​	1	​	​
​	Corporate Governance and Board Highlights	​	​	​	​	2	​	​
​	Environmental, Social and Governance Highlights	​	​	​	​	2	​	​
​	Executive Compensation Highlights	​	​	​	​	3	​	​
​	CORPORATE GOVERNANCE AND BOARD MATTERS	​	​	​	​	5	​	​
​	PROPOSAL NO. 1: ELECTION OF DIRECTORS	​	​	​	​	5	​	​
​	Our Board of Directors	​	​	​	​	10	​	​
​	Board Responsibilities	​	​	​	​	16	​	​
​	Our Corporate Governance Framework	​	​	​	​	19	​	​
​	Shareholder Engagement	​	​	​	​	22	​	​
​	Indemnification of Directors and Executive Officers	​	​	​	​	23	​	​
​	Director Compensation	​	​	​	​	23	​	​
​	ENVIRONMENTAL, SOCIAL AND GOVERNANCE	​	​	​	​	26	​	​
​	Overview	​	​	​	​	26	​	​
​	Commitment to the Environment	​	​	​	​	26	​	​
​	Social and Human Rights Statement	​	​	​	​	26	​	​
​	Developing the Future of Financial Wellness	​	​	​	​	26	​	​
​	Sustainable Investing	​	​	​	​	27	​	​
​	Supporting Our Communities	​	​	​	​	28	​	​
​	Envestnet Cares	​	​	​	​	28	​	​
​	Signature Impact	​	​	​	​	28	​	​
​	Supporting Our Employees	​	​	​	​	28	​	​
​	Promoting Diversity and Inclusion	​	​	​	​	29	​	​
​	Promoting Strong Corporate Governance	​	​	​	​	30	​	​
​	EXECUTIVE COMPENSATION	​	​	​	​	32	​	​
​	Compensation Discussion and Analysis	​	​	​	​	32	​	​
​	2023 Compensation Decisions	​	​	​	​	38	​	​
​	Executive Transitions	​	​	​	​	41	​	​
​	2023 Summary Compensation Table	​	​	​	​	47	​	​
​	2023 Grants of Plan-Based Awards Table	​	​	​	​	48	​	​
​	Narrative to 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table	​	​	​	​	48	​	​
​	2023 Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	49	​	​
​	2023 Option Exercises and Stock Vested	​	​	​	​	50	​	​
​	Nonqualified Deferred Compensation	​	​	​	​	50	​	​
​	Employment Agreements	​	​	​	​	51	​	​
​	Potential Payments Upon Termination or Change of Control	​	​	​	​	52	​	​
​	Termination Due to Death or Disability	​	​	​	​	53	​	​
​	Termination Due to Retirement	​	​	​	​	53	​	​
​	Termination Without Cause or for Good Reason	​	​	​	​	54	​	​
​	Termination Following Change of Control	​	​	​	​	54	​	​
​	Equity Compensation Plan Information	​	​	​	​	54	​	​
​	CEO Pay Ratio	​	​	​	​	55	​	​
​	2023 Pay Versus Performance Table and Supporting Narrative	​	​	​	​	56	​	​

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​	PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION	​	​	​	​	61	​	​
​	AUDIT MATTERS	​	​	​	​	62	​	​
​	Audit Committee Report	​	​	​	​	62	​	​
​	PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	​	​	​	​	63	​	​
​	Independent Registered Public Accounting Firm Fee Information	​	​	​	​	63	​	​
​	Pre-Approval Policy of Audit and Non-Audit Services	​	​	​	​	63	​	​
​	PROPOSAL NO. 4: APPROVAL OF THE ENVESTNET, INC. 2024 LONG-TERM INCENTIVE PLAN	​	​	​	​	65	​	​
​	PROPOSAL NO. 5: APPROVAL OF AMENDMENT OF CERTIFICATE OF INCORPORATION TO ALLOW OFFICER EXCULPATION	​	​	​	​	74	​	​
​	QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	​	​	​	​	76	​	​
​	Solicitation and Proposals	​	​	​	​	76	​	​
​	Casting Your Vote	​	​	​	​	78	​	​
​	The Meeting	​	​	​	​	81	​	​
​	Other Questions	​	​	​	​	82	​	​
​	SECURITY OWNERSHIP	​	​	​	​	83	​	​
​	Security Ownership of Management	​	​	​	​	83	​	​
​	Security Ownership of Certain Beneficial Owners	​	​	​	​	84	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	84	​	​
​	OTHER MATTERS FOR THE 2024 ANNUAL MEETING	​	​	​	​	85	​	​
​	SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING	​	​	​	​	86	​	​
​	Shareholder Proposals for Inclusion in Proxy Statement	​	​	​	​	86	​	​
​	Other Proposals and Nominees	​	​	​	​	86	​	​
​	APPENDIX A	​	​	​	​	87	​	​
​	EXHIBIT A	​	​	​	​	91	​	​

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​	​	​	​	​	​	​	Board Recommendation	​	​	Page Reference	​
​	Proposal 1:	​	​	Election of two (2) directors to hold office until the 2025 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death;	​	​	FOR each of the director nominees set forth in this Proxy Statement	​	​	5	​
​	Proposal 2:	​	​	Approval, on an advisory basis, of 2023 executive compensation;	​	​	FOR	​	​	61	​
​	Proposal 3:	​	​	Ratification of the appointment of KPMG LLP as Envestnet’s independent registered public accounting firm for the fiscal year ending December 31, 2024;	​	​	FOR	​	​	63	​
​	Proposal 4:	​	​	Approval of the Envestnet, Inc. 2024 Long-Term Incentive Plan;	​	​	FOR	​	​	65	​
​	Proposal 5:	​	​	Approval of an amendment to Envestnet’s Fifth Amended and Restated Certificate of Incorporation to allow for exculpation of certain officers as permitted pursuant to recent amendments to Delaware law; and Such other business, if any, as may lawfully be brought before the meeting.	​	​	FOR	​	​	74	​

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​		​	​	All our directors are independent (other than the Interim Chief Executive Officer (“Interim CEO”))	​	​		​	​	Board oversight of environmental, social and governance matters	​
​		​	​	Commenced Board declassification, with classified Board to be phased out by 2026	​	​		​	​	Stock ownership requirements for directors and named executive officers (“NEOs”)	​
​		​	​	Ongoing Board refreshment, with two new continuing directors in 2023	​	​		​	​	Regular executive sessions of independent directors	​
​		​	​	Board diversity in terms of gender, race, ethnicity and tenure that provides a range of viewpoints, skills and experience	​	​		​	​	Continuing education program for directors	​
​		​	​	Regular Board and committee meetings	​	​		​	​	Annual review of Chief Executive Officer (“CEO”) and Board Chair succession planning	​
​		​	​	Annual Board and committee self-evaluations	​	​		​	​	Code of Business Ethics and Conduct applicable to all directors, officers and employees	​
​		​	​	Risk oversight by full Board and committees	​	​		​	​	Trading policy that prohibits short-term speculative transactions in hedging and, with limited exceptions, pledging Envestnet securities	​
​		​	​	Policy on public company board service (number of additional public company boards of directors limited to three)	​	​		​	​	Clawback Policy applicable to all directors and Section 16 officers	​
​		​	​	Majority voting and director resignation policy in uncontested director elections	​	​	​	​	​	​	​

​		​	​	Continued our commitment to the Envestnet Institute on Campus (“EIOC”), a program for university students, designed to bridge the gap between academic knowledge and the application of this knowledge in the Wealth and Asset Management industries.	​
​		​	​	Required Diversity, Equity and Inclusion (“DEI”) training for all U.S. employees.	​
​		​	​	Established a DEI Social Learning Community in our online learning management system, curating a collection of books, articles, videos, and other resources to supplement employees’ learning on DEI topics.	​
​		​	​	Expanded our employee resource groups, adding a third official employee resource group, “Enclusion,” for Black and African American employees, in addition to “Harbor” for our female and female-identified workforce and “Bridges” for our diverse workforce.	​
​		​	​	Utilized relationships within the Envestnet Charitable Giving Program to extend outreach to marginalized communities, offering educational initiatives on financial literacy.	​

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​		​	​	Continued to offer a comprehensive suite of employee benefits, including parental stipends for children under age 6, adoption and surrogacy benefits, tuition reimbursement, scholarships for employees’ children, college loan repayment support, and paid parental leave.	​
​		​	​	Published the Envestnet Human Rights Policy Statement, outlining our commitment to human rights and our approach to integrating those commitments in our business operations, community engagement, environmental stewardship, and corporate governance.	​
​		​	​	Published the Envestnet Supplier Code of Conduct, providing guidance to our suppliers and partners on Envestnet’s expectations concerning human rights, environmental practices, and business ethics.	​
​		​	​	Advanced ongoing initiatives to decrease Envestnet’s energy usage and carbon emissions by offering remote work for a significant portion of our workforce and endorsing flexible work schedules. Since January 2022, Envestnet has reduced our office space by one-third.	​

​	What We Do	​	​	What We Don’t Do	​
​	■ Pay-for-performance by aligning a significant portion of NEO compensation with the Company’s overall success and performance ​ ■ Allocate a significant proportion of each NEOs’ pay in equity-based compensation, with at least half of the equity value in Performance Share Units (“PSUs”) ​ ■ Enforce meaningful stock ownership requirements for executives ​ ■ Maintain and uphold a robust Clawback Policy that exceeds New York Stock Exchange (“NYSE”) requirements ​ ■ Retain the services of an independent compensation consultant to ensure objectivity and fairness ​ ■ Engage in continuous shareholder outreach to gather feedback and insights ​ ■ Conduct an annual advisory vote on executive compensation ​	​	​	■ No single-trigger vesting of equity awards in the event of a change in control ​ ■ No excise-tax “gross-ups” ​ ■ No excessive perquisites ​ ■ No Company contributions to nonqualified or supplemental retirement plans ​ ■ No option repricing without prior shareholder approval ​ ■ No hedging activities involving Company’s securities ​	​

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Annual incentives were earned at 100% of target

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PSUs that concluded their performance period on December 31, 2023 vested at 27.72% of target

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE AS A DIRECTOR OF ENVESTNET.

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​	Valerie Mosley Age 64	​	​	Ms. Mosley has served as a member of our Board since October 2018. Ms. Mosley is the founder and Chief Visionary Officer of Upward Wealth, DBA BrightUp, www.getbrightup.com. BrightUp is a fintech platform that helps hardworking, under-resourced Americans know their worth and grow their wealth. She began her career at Chase Manhattan Bank, where she was a Commercial Lending Officer for financial institutions. She also worked in institutional corporate bond sales at Kidder Peabody and at P.G. Corbin Asset Management as its Chief Investment Officer before moving on to Wellington Management. Previously, from January 1992 until June 2012, Ms. Mosley served in multiple roles at Wellington Management Company, LLP (“Wellington Management”), a trillion-dollar global money management firm, including as Senior Vice President, Partner, Portfolio Manager and Investment Strategist. During her 20-year tenure at Wellington Management, she directly managed billions of dollars for clients. She sat on several of the firm’s investment committees, the risk committee and chaired the firm’s Industry Strategy Group, charged with taking a long-term perspective to identify headwinds and tailwinds impacting industries. Ms. Mosley currently also serves on the board of directors of Eaton Vance’s family of mutual funds, where she is chair of the governance committee and a member of the portfolio management committee; DraftKings, an online sports betting platform; McLean Hospital, a world leader in Mental Health, New Profit, a philanthropic venture firm and The Skoll Foundation Investment Committee. Ms. Mosley formerly served on the board of directors of Groupon, Inc. from April 2020 to August 2022, an online marketplace company, where she was a member of the nominating committee. Ms. Mosley also previously served on Caribou’s board, a fintech company that refinances automobile loans. Occasionally, Ms. Mosley advises and invests in companies that add value to investors and society through Valmo Ventures. Ms. Mosley holds a B.A. in History from Duke University and a M.B.A. from the Wharton School of Business at the University of Pennsylvania, with a specialty in finance, and had been recognized in financial circles as one of the outstanding leaders of her time. Valerie has been recognized as The International Person of the Year by The UK’s Power List, One of the 50 Most Powerful Women in Business and one of the Top 75 African Americans on Wall Street by Black Enterprise Magazine. She was also in the spotlight in 2023, recognized by the Executive Leadership Council as one of the 10 Black Leaders in Finance. Ms. Mosley’s qualifications to serve on the Board include her extensive experience in the wealth management business. Ms. Mosley brings to our Board expertise in investment management, the perspectives of public company investors, accounting and financial reporting and strategic planning.	​
​	Gregory Smith Age 60	​	​	Mr. Smith has served as a member of our Board since February 2015. Mr. Smith currently is an Executive in Residence and Professor of Practice at the University of Wisconsin Milwaukee’s Lubar School of Business. He was Managing Partner of Barnett Management Advisors, LLC from 2012 until 2020. Prior to joining the University of Wisconsin Milwaukee, Mr. Smith served as Senior Vice President and Chief Financial Officer of the Marshall & Ilsley Corporation and M&I Bank from 2006 until the company’s sale to BMO Harris Bank in 2011. Prior to joining Marshall & Ilsley, Mr. Smith held progressively senior roles during a 16-year Wall Street investment banking career, including six years as a Managing Director. He is currently a Director and Vice Chairman of the Church Mutual Holding Company, Inc. (f/k/a the Church Mutual Insurance Company). He also served as a Director of its subsidiary, CM Vantage Specialty Insurance Company until the formation of the holding company in 2020. He is also a board member of the Milwaukee Symphony Orchestra, and completed nine years of Board Service at the University School of Milwaukee in 2023. He served as a Trustee of the Milwaukee County Pension Fund in 2014 and 2015. Mr. Smith is an honors graduate of both Princeton University, where he received an undergraduate degree, and The University of Chicago where he received an MBA. More recently, he has been recognized as a Board Leadership Fellow by the National Association of Corporate Directors. Mr. Smith’s qualifications to serve on our Board include his extensive experience in accounting, liquidity, budgeting and forecasting, treasury, capital management, tax matters and mergers and acquisitions, including as a Chief Financial Officer. Mr. Smith brings to our Board expertise in finance, investment strategy and capital allocation, strategic transactions, financial reporting and accounting.	​

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​	Lauren Taylor Wolfe Age 45	​	​	Ms. Taylor Wolfe has served as a member of our Board since March 2023. Ms. Taylor Wolfe is the co-founder and has served as the Managing Partner of Impactive Capital LP, an active impact investing firm, since its founding in April 2018. Prior to founding Impactive Capital LP, Ms. Taylor Wolfe served as Managing Director and Investing Partner at Blue Harbour Group, L.P., an investment management firm, from 2007 to January 2018. Earlier in her career, Ms. Taylor Wolfe served as a Portfolio Manager at SIAR Capital LLC from 2003 to 2007, and as an Associate at Diamond Technology Partners from 2000 to 2003. Ms. Taylor Wolfe previously served on the board of directors of HD Supply Holdings, Inc., an industrial distributor, from March 2017 until it was acquired by The Home Depot, Inc. in December 2020. Ms. Taylor Wolfe has served on the 30% Club Steering Committee and was an Angel member of 100 Women in Finance. Ms. Taylor Wolfe earned a B.S. in Applied Economics and Management, magna cum laude, from Cornell University and a M.B.A. from The Wharton School at the University of Pennsylvania. Ms. Taylor Wolfe’s qualifications to serve on our Board include her experience in the investment management industry. Ms. Taylor Wolfe brings to our Board expertise in capital allocation, finance and the perspectives of public company investors.​	​
​	Barbara Turner Age 61	​	​	Ms. Turner has served as a member of our Board since March 2023. She has more than 35 years of leadership experience in the financial services industry. Most recently, Ms. Turner was President and Chief Executive Officer of Ohio National Financial Services, Inc., the first woman and person of color to hold this role. During her 26-year tenure at Ohio National, Ms. Turner served as Vice Chair, Chief Operating Officer, Chief Administrative Officer and Chief Compliance Officer for Ohio National’s parent company and President and Chief Executive Officer of its broker-dealer and investment advisory subsidiaries. Previously, she held roles at Cox Financial Corporation, Reynolds DeWitt Securities, Provident Bank, and Central Trust Bank. Ms. Turner is the Chief Executive Officer and founder of BT RISE, an organization committed to the economic empowerment and education of women and underserved communities, the Board Chair of the United Way of Greater Cincinnati and the Board Chair of the Urban League of Greater Southwestern Ohio. She also serves on the board of The Christ Hospital Health Network. Ms. Turner previously served as Vice Chair of the Cincinnati USA Regional Chamber of Commerce, the Vice Chair of the insurance industry trade association LL Global (LIMRA) and on the Board of Directors of the American Council of Life Insurers. Ms. Turner attended the University of Cincinnati and is a graduate of the SIFMA/Wharton Securities Industry Institute and the FINRA Institute at Wharton Certified Regulatory and Compliance Professional programs. Ms. Turner’s qualifications to serve on our Board include her track record of exceptional leadership as a senior executive in the financial services industry. Ms. Turner brings to our Board expertise in financial services, compliance and information security, operations and leadership.	​

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​	Luis Aguilar Age 70	​	​	Mr. Aguilar has served as a member of our Board since March 2016. Mr. Aguilar was a Commissioner at the SEC from July 2008 through December 2015. Prior to his appointment as an SEC Commissioner, Mr. Aguilar was a partner with the international law firm of McKenna Long & Aldridge, LLP (subsequently merged with Dentons US LLP), specializing in corporate and securities law. Mr. Aguilar’s previous experience includes serving as the General Counsel, Head of Compliance, Executive Vice President and Corporate Secretary of Invesco, Inc. with responsibility for all legal and compliance matters regarding Invesco Institutional. While at Invesco, he was also Managing Director for Latin America and president of one of Invesco’s broker-dealers. His career also includes tenure as a partner at several prominent national law firms: Alston & Bird LLP; Kilpatrick Townsend & Stockton LLP; and Powell Goldstein Frazer & Murphy LLP (subsequently merged with Bryan Cave LLP). He began his legal career as an attorney at the SEC. Mr. Aguilar represented the SEC as its liaison to both the North American Securities Administrators Association and to the Council of Securities Regulators of the Americas. He also served as the sponsor of the SEC’s first Investor Advisory Committee. Mr. Aguilar serves as a director of Donnelley Financial Solutions, Inc. He has been a principal in Falcon Cyber Investments, a firm focused on cybersecurity since January 2016. He was a director of MiMedx Group, Inc. from March 17, 2017 through September 19, 2019. Mr. Aguilar earned a J.D. from the University of Georgia School of Law, a Master of Laws (LLM) in Taxation from Emory University School of Law and a B.S. from Georgia Southern University. Mr. Aguilar has completed certifications from the National Association of Corporate Directors (NACD) in Directorship, Board Leadership and Cyber Risk Oversight. Mr. Aguilar’s qualifications to serve on our Board include his experience as an SEC Commissioner and his extensive experience in corporate, securities and compliance matters, especially as they apply to investment advisors, investment companies and broker-dealers. Mr. Aguilar brings to our Board expertise in investment management, compliance, risk management, cybersecurity, corporate governance, government relations and public policy.	​
​	Gayle Crowell Age 73	​	​	Ms. Crowell has served as a member of our Board since March 2016. She served as a member of the Yodlee, Inc. (“Yodlee”) board of directors from July 2002 until November 19, 2015, when Yodlee was acquired by the Company, and as lead independent director of Yodlee between March 2014 and November 2015. Ms. Crowell served as an operational business consultant for Warburg Pincus LLC, a private equity firm, from June 2001 to January 2019. From January 2000 to June 2001, Ms. Crowell served as president of Epiphany, Inc., a developer of customer relationship management software which was acquired by SSA Global Technologies, Inc. in September 2005. Ms. Crowell currently serves on the boards of directors of Pliant Therapeutics, a biotechnology company developing therapies for fibrotic diseases, Hercules Capital, a specialty finance company serving the technology and life sciences sectors, Instinct Science, a comprehensive veterinary practice management software platform with integrated digital treatment plans and trusted diagnostic and reference tools, Centerbase, a full-service, cloud-based legal practice management and growth solution serving mid-sized law firms and Fexa, a provider of a suite of facility management software tools that serve retailers, restaurateurs and hospitality service providers. Ms. Crowell earned a B.S. in Education from the University of Nevada at Reno. Ms. Crowell also attended the Directors College Program at Stanford Law School and the Executive Program for Growing Companies at Stanford Graduate School of Business. Ms. Crowell’s qualifications to serve on our Board include her experience as a senior executive in the technology industry. Ms. Crowell brings to our Board expertise in technology and software, cybersecurity, compliance, digital transformation, sales and marketing, Board governance, compensation and leadership.	​

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James L. Fox Age 72

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Mr. Fox became Interim CEO of the Company, effective April 1, 2024. Mr. Fox has served as a member of our Board since February 2015 and Chair of the Board since March 2020. Mr. Fox retired as Non-Executive Chairman of FundQuest, Inc., upon its acquisition by the Company, effective December 2011 after serving in that role since September 2010 and, prior to that, as President and Chief Executive Officer starting in October 2005. Mr. Fox has over 30 years of senior executive experience with the BISYS Group, Inc., First Data Corporation, eOne Global, and PFPC. He serves as a director of Madison CF (UK) Limited, The Ultimus Group LLC and Yukon YC Holdings LLC. He also served as a director of Brinker Capital Holdings, Inc. from July 2015 until September 2020. Mr. Fox participated in the Advanced Management Program at the Wharton School of the University of Pennsylvania. He earned a M.B.A. in Finance from Suffolk University and a B.A. in Economics from the State University of New York at Oswego. Mr. Fox’s qualifications to serve on our Board include his extensive experience as a Chief Executive Officer and business leader in the financial services industry and his knowledge gained from service on the boards of various other companies. Mr. Fox brings to our Board expertise in wealth management, accounting and financial reporting, public company leadership and mergers, acquisitions and other strategic transactions.

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​	William Crager	​	​	Following our 2024 Annual Meeting, William Crager will step down from our Board. Mr. Crager co-founded our Company and served as our CEO and a member of our Board since March 2020. Previously, Mr. Crager served as our Interim CEO between October 2019 and March 2020, Chief Executive of Envestnet Wealth Solutions since January 2019 and President of Envestnet since 2002.	​
​	Wendy Lane	​	​	Wendy Lane will not stand for reelection following the completion of her term at the 2024 Annual Meeting. We extend our sincere gratitude to Ms. Lane for her service as a director.	​

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​	Gender	​	​	Racial/Ethnic Diversity*	​	​	Tenure	​
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Audit Committee				​
2023 Members: Mr. Smith (Chair) Mr. Fox Ms. Taylor Wolfe Ms. Turner Mr. Chapin (member until June, 2023) Committee Meetings held in 2023: 5	​	​	The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, the system of internal controls, the audit process, the performance of our internal audit program, and the performance, qualification, and independence of the independent registered public accounting firm KPMG LLP. Our Audit Committee hires, determines the compensation of, and decides the scope of services performed by our independent registered public accounting firm. No member of our Audit Committee currently serves on the audit committees of more than two public companies (including Envestnet). Our Audit Committee charter provides that if a member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board will determine if such simultaneous service would impair the ability of such member to effectively serve on the Audit Committee. Only independent directors may serve on the Audit Committee. The Board has determined that each member of the Audit Committee satisfies the applicable audit committee independence requirements of the NYSE and the Exchange Act. The Board has determined that each member of the Audit Committee satisfies the financial literacy requirements of the NYSE and that each is an audit committee financial expert, as that term is defined under SEC rules. For additional information about the qualifications of the Audit Committee members, see their respective biographies set forth in “Proposal 1: Election of Directors.” Audit Committee meetings are usually held in conjunction with the regularly scheduled meetings of the Board. At least quarterly, the Audit Committee met with management, KPMG LLP, the Chief Financial Officer, the Principal Accounting Officer and the General Counsel to review, among other matters, the overall scope and plans for the independent audit, and the results of such audit; critical accounting estimates and policies; and compliance with our conflict of interest and Code of Business Conduct and Ethics policies. At least quarterly in 2023, the Audit Committee met or had an opportunity to meet in executive session (i.e., without management present) with representatives of KPMG LLP to discuss the results of KPMG LLP’s work. In connection with his appointment as Interim CEO in January 2024, Mr. Fox resigned as a member of the Audit Committee.	​

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Compensation Committee				​
2023 Members: Mr. Fox (Chair) Ms. Crowell Mr. Smith Mr. Chapin (member until June, 2023) Committee Meetings held in 2023: 6	​	​	The Compensation Committee is responsible for evaluating the performance of the CEO based on corporate goals and objectives and, with the other independent directors, sets the CEO’s compensation. The Compensation Committee also evaluates the performance of our senior management and determines executive compensation. Additionally, the Compensation Committee reviews and makes recommendations to the full Board regarding director compensation. The Compensation Committee consults with the Nominating and Governance Committee and works with the CEO and Chair of the Board in the Nominating and Governance Committee’s review of succession planning for Envestnet’s CEO, Chair of the Board and, as deemed necessary, any other executive officers. Only independent directors may serve on the Compensation Committee. The Board has determined that each member of the Compensation Committee satisfies the applicable compensation committee independence requirements of the NYSE. In connection with his appointment as Interim CEO in January 2024, Mr. Fox resigned as the Chair and a member of the Compensation Committee. As of January 2024, Ms. Crowell was appointed to replace Mr. Fox as the Chair of the Compensation Committee, and Ms. Turner was appointed to the Compensation Committee.	​

Compliance and Information Security Committee				​
2023 Members: Ms. Crowell (Chair) Mr. Aguilar Ms. Mosley Ms. Turner Committee Meetings held in 2023: 4	​	​	The Compliance and Information Security Committee provides oversight of, and reviews, assesses and makes recommendations to our Board regarding, our regulatory compliance programs and information technology security framework. A majority of the directors that serve on the Compliance and Information Security Committee must be independent. The current committee is comprised entirely of independent directors.	​

Nominating and Governance Committee				​
2023 Members: Mr. Aguilar (Chair) Mr. Fox Ms. Lane Ms. Mosley Committee Meetings held in 2023: 5	​	​	The responsibilities of the Nominating and Governance Committee include identifying individuals qualified to become Board members, recommending director nominees to the Board, and developing, assessing and recommending corporate governance guidelines. The Nominating and Governance Committee reviews at least annually the Company’s charitable giving, including the Envestnet Cares initiative. In addition to general corporate governance matters, the Nominating and Governance Committee assists the Board and its committees in their self-evaluations. The Nominating and Governance Committee, in consultation with the Compensation Committee, reviews annually, or more often if appropriate, succession planning for Envestnet’s CEO, Chair of the Board and, as deemed necessary, any other executive officers. A majority of the directors that serve on the Nominating and Governance Committee must be independent. Currently, the Nominating and Governance Committee is composed entirely of independent directors, as defined by the NYSE listing standards. In connection with his appointment as Interim CEO in January 2024, Mr. Fox resigned as a member of the Nominating and Governance Committee.	​

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Strategy Committee				​
2023 Members: Mr. Smith (Chair) Mr. Crager Ms. Crowell Mr. Fox Mr. Chapin (Chair until June, 2023) Committee Meetings held in 2023: 3	​	​	The Strategy Committee reviews and provides guidance to the management team and the Board with respect to the Company’s strategic initiatives. The Strategy Committee reviews and makes recommendations to the Board regarding specific strategic initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances. A majority of the directors that serve on the Strategy Committee must be independent.	​

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​

Name

​

​

Fees Earned or Paid in Cash ($)(1)

​

​

Stock Awards ($)(2)

​

​

Total ($)

​

​

Luis Aguilar

​

​

​

​

60,000

​

​

​

​

​

195,000

​

​

​

​

​

255,000

​

​

​

Ross Chapin(3)

​

​

​

​

131,000

​

​

​

​

​

—

​

​

​

​

​

131,000

​

​

​

Gayle Crowell

​

​

​

​

62,750

​

​

​

​

​

203,250

​

​

​

​

​

266,000

​

​

​

James L. Fox

​

​

​

​

88,250

​

​

​

​

​

279,750

​

​

​

​

​

368,000

​

​

​

Wendy Lane

​

​

​

​

53,750

​

​

​

​

​

176,250

​

​

​

​

​

230,000

​

​

​

Valerie Mosley

​

​

​

​

57,250

​

​

​

​

​

186,750

​

​

​

​

​

244,000

​

​

​

Gregory Smith

​

​

​

​

67,000

​

​

​

​

​

216,000

​

​

​

​

​

283,000

​

​

​

Lauren Taylor Wolfe

​

​

​

​

54,000

​

​

​

​

​

177,000

​

​

​

​

​

231,000

​

​

​

Barbara Turner

​

​

​

​

56,750

​

​

​

​

​

185,250

​

​

​

​

​

242,000

​

​

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​	Luis Aguilar	​	​	​	​	1,745	​	​	​	Stock Options	​
​	​	​	​	​	​	3,101	​	​	​	Restricted Stock Units	​
​	Gayle Crowell	​	​	​	​	1,745	​	​	​	Stock Options	​
​	​	​	​	​	​	3,208	​	​	​	Restricted Stock Units	​
​	James L. Fox	​	​	​	​	8,082	​	​	​	Stock Options	​
​	​	​	​	​	​	4,472	​	​	​	Restricted Stock Units	​
​	Wendy Lane	​	​	​	​	—	​	​	​	Stock Options	​
​	​	​	​	​	​	1,151	​	​	​	Restricted Stock Units	​
​	Valerie Mosley	​	​	​	​	—	​	​	​	Stock Options	​
​	​	​	​	​	​	2,969	​	​	​	Restricted Stock Units	​
​	Gregory Smith	​	​	​	​	8,038	​	​	​	Stock Options	​
​	​	​	​	​	​	3,458	​	​	​	Restricted Stock Units	​
​	Lauren Taylor Wolfe	​	​	​	​	—	​	​	​	Stock Options	​
​	​	​	​	​	​	1,151	​	​	​	Restricted Stock Units	​
​	Barbara Turner	​	​	​	​	—	​	​	​	Stock Options	​
​	​	​	​	​	​	1,151	​	​	​	Restricted Stock Units	​

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​		​	​		​	​		​
​	William Crager Chief Executive Officer(1)	​	​	Joshua Warren Chief Financial Officer(2)	​	​	Shelly O’Brien Chief Legal Officer, General Counsel and Corporate Secretary	​

​	EXECUTIVE SUMMARY	​	​	​	​	​	​	​
​	Key Highlights | Pay and Performance Alignment | What We Do and Don’t Do	​	​	​	​	33	​	​
​	COMPENSATION DESIGN	​	​	​	​	​	​	​
​	Guiding Principles | Compensation Framework | Use of Market Data | Shareholder Engagement	​	​	​	​	35	​	​
​	2023 COMPENSATION DECISIONS	​	​	​	​	​	​	​
​	Base Salary | Annual Incentive Program | Annual Equity Incentive Awards | Settlement of PSUs granted in 2021 | Benefits and Perquisites	​	​	​	​	38	​	​
​	EXECUTIVE TRANSITIONS	​	​	​	​	​	​	​
​	CFO Transition | CEO transition and Interim CEO Compensation	​	​	​	​	41	​	​
​	COMPENSATION GOVERNANCE	​	​	​	​	​	​	​
​	Role of the Compensation Committee | Role of Advisors | Stock Ownership Guidelines | Clawback Policy | Tax Considerations	​	​	​	​	43	​	​
​	COMPENSATION COMMITTEE REPORT	​	​	​	​	46	​	​

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​

​

​

​

​

​

​	Captured More of the Addressable Market	​	​	■ Achieved net asset flows in AUM/A of $58.5 billion, primarily from growth with existing advisors ​ ■ AUM accounted for 51% of AUM/A net flows ​ ■ Increased accounts on our platform by 4% to over 19.1 million ​ ■ Increased AUM/A accounts per advisor by 6% to nearly 75 accounts per advisor ​	​
​	Wealth Platform Enhancements	​	​	■ Enabled Next Generation Proposal tool at additional client firms (99% now enabled) and fully integrated it into Envestnet | Tamarac, including new proposals and strategy modifications ​ ■ Built and tested Personal Index Portfolio Builder capability to facilitate construction and implementation of custom direct indexing ​ ■ Enhanced the support for tax management with tax overlay and transition technology ​ ■ Updated Envestnet’s enterprise wealth management platform experience, enabling users to easily navigate the platform, customize data sets, and efficiently complete workflows ​ ■ Completed development work on new client portal and client facing mobile apps ​ ■ Expanded integrations with external CRM tools ​	​
​	Strengthened our Ecosystem	​	​	■ Continued integration work with FNZ, a global platform provider in the wealth management sector, which will provide a fully digital, end-to-end custody offering to our clients ​ ■ Enhanced the integration capabilities with new APIs, embeddable widgets and developer support ​ ■ Launched Envestnet Retire Complete, providing wealth advisors access to a range of retirement savings resources to help their clients meet their retirement objectives ​ ■ In 2023, our client service scores reached the mid-60s, showcasing notable improvement ​	​
​	Improved Internal Automation and Efficiencies	​	​	■ Reduced our headcount approximately 10% and also reduced compensation-related expenses by over 9%, compared to 2022 ​ ■ Processed 219 million trade orders ​	​

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​

​

Annual incentives were earned at 100% of target

​

​

​

PSUs that concluded their performance period on December 31, 2023 vested at 27.72% of target

​

​

​	What We Do	​	​	What We Don’t Do	​
​	■ Pay-for-performance by aligning a significant portion of NEO compensation with the Company’s overall success and performance ​ ■ Allocate a significant proportion of each NEOs’ pay in equity-based compensation, with at least half of the equity value in PSUs ​ ■ Enforce meaningful stock ownership requirements for executives ​ ■ Maintain and uphold a robust Clawback Policy that exceeds NYSE requirements ​ ■ Retain the services of an independent compensation consultant to ensure objectivity and fairness ​ ■ Engage in continuous shareholder outreach to gather feedback and insights ​ ■ Conduct an annual advisory vote on executive compensation ​	​	​	■ No single-trigger vesting of equity awards in the event of a change in control ​ ■ No excise-tax “gross-ups” ​ ■ No excessive perquisites ​ ■ No Company contributions to nonqualified or supplemental retirement plans ​ ■ No option repricing without prior shareholder approval ​ ■ No hedging activities involving Company’s securities ​	​

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​	Element	​	​	CEO 2023 Mix(1)	​	​	Other NEO 2023 Mix(1)(2)	​	​	Key Features in 2023	​
​	Base Salary	​	​		​	​		​	​	■ Reviewed but not necessarily adjusted annually ​ ■ Level informed by market competitiveness, individual performance and scope of responsibility ​	​
​	Annual Cash Incentive	​	​		​	​		​	​	■ Target value set as a percentage of base salary ​ ■ Earned based on performance relative to pre-set goals ​ ■ 80% based on financial performance, which in 2023 comprised Adjusted Revenue (40%) and Adjusted EBITDA (40%) ​ ■ 20% based on individual/team performance ​ ■ Payouts capped at 150% of target and subject to our Clawback Policy ​	​
​	Equity Incentive	​	​		​	​		​	​	■ 2023 grant value informed by prior year company and individual performance with reference to our AIP scorecard ​ ■ 50% granted as PSUs subject to a three-year performance period and 50% granted as RSUs that vest over a three-year period ​ ■ PSUs vest subject to pre-set goals, which for 2023 grants comprised relative TSR and Adjusted EBITDA Margin, and payouts are capped at 150% of target ​ ■ Awards are subject to our Clawback Policy ​	​

​	2023 Performance Measures	​	​	Where It Is Used	​	​	Why It Is Important	​
​	Adjusted Revenue	​	​	AIP	​	​	Measures our top-line results and our ability to grow our customer base and/or relationships	​
​	Adjusted EBITDA	​	​	AIP	​	​	Measures our bottom-line results, our ability to increase profitability and our ability to reinvest and generate future returns for shareholders	​
​	Individual/Team Performance	​	​	AIP	​	​	Enables an assessment of qualitative and quantitative contributions at the individual and team level that are not directly relevant at an enterprise-wide level and/or captured in our financials; these outcomes have a direct impact on our current and future economic results and the success of our organization	​
​	Adjusted EBITDA Margin	​	​	PSUs	​	​	Measures our operational efficiency in terms of how revenue and operating expenses move relative to each other as we grow, and ultimately contribute to our profitability	​
​	Relative TSR	​	​	PSUs	​	​	Demonstrates our ability to deliver superior returns to our shareholders	​

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​

Former Peers

​

​

​

2024 Compensation Peer Group, Approved in 2023

​

​

Consistent Peers

​

​

​

New Peers

​

​

■ Axos Financial, Inc. ​ ■ Bottomline Technologies Inc. ​ ■ Zendesk, Inc. ​

​

​

​

■ ACI Worldwide, Inc. ​ ■ AssetMark Financial Holdings, Inc. ​ ■ Avantax, Inc.(1) ​ ■ FactSet Research Systems Inc. ​ ■ Fair Isaac Corporation ​ ■ Guidewire Software, Inc. ​ ■ Informatica, Inc. ​ ■ LPL Financial Holdings, Inc. ​

​

​

​

■ MarketAxess Holdings Inc. ​ ■ Morningstar, Inc. ​ ■ MSCI Inc. ​ ■ New Relic, Inc.(1) ​ ■ Nutanix, Inc. ​ ■ SEI Investments Company ​ ■ SS&C Technologies, Inc. ​ ■ Verint Systems, Inc. ​

​

​

​

■ Blackbaud, Inc. ​

​

​

2023 Compensation Peer Group, approved in 2022

​

​

​

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​

NEOs

​

​

2023 Base Salary

​

​

Base Salary Increase

​

​

William Crager

​

​

​

$

650,000

​

​

​

​

​

—%

​

​

​

Joshua Warren

​

​

​

$

425,000

​

​

​

​

​

—%

​

​

​

Shelly O’Brien

​

​

​

$

400,000

​

​

​

​

​

6.7%

​

​

​

Peter D’Arrigo

​

​

​

$

450,000

​

​

​

​

​

—%

​

​

​

Measure(1)

​

​

Weight

​

​

Threshold

​

​

Target

​

​

Exceeds

​

​

Maximum

​

​

2023 Actual

​

​

2023 Payout

​

​

Adjusted Revenue ($M)

​

​

​

​

40%

​

​

​

1,099

​

​

1,204 – 1,264

​

​

​

​

1,327

​

​

​

​

​

1,454

​

​

​

​

​

1,246

​

​

​

​

​

100%

​

​

​

Adjusted EBITDA ($M)

​

​

​

​

40%

​

​

​

219

​

​

240 – 252

​

​

​

​

265

​

​

​

​

​

290

​

​

​

​

​

251

​

​

​

​

​

110%

​

​

​

Payout as % of Target

​

​

​

​

​

​

​

​

40% - 80%

​

​

80% - 110%

​

​

​

​

125%

​

​

​

​

​

150%

​

​

​

​

​

—

​

​

​

​

​

105%

​

​

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​

NEOs

​

​

2023 Target AIP (% of salary)

​

​

2023 Target AIP

​

​

2023 Actual AIP

​

​

2023 Actual AIP as a % of Target

​

​

William Crager

​

​

​

​

100%

​

​

​

​

$

650,000

​

​

​

​

$

581,100

​

​

​

​

​

—(1)%

​

​

​

Joshua Warren

​

​

​

​

90%

​

​

​

​

$

94,315

​

​

​

​

$

94,315

​

​

​

​

​

—(2)%

​

​

​

Shelly O’Brien

​

​

​

​

80%

​

​

​

​

$

320,000

​

​

​

​

$

320,000

​

​

​

​

​

100%

​

​

​

Peter D’Arrigo

​

​

​

​

100%

​

​

​

​

$

450,000

​

​

​

​

$

450,000

​

​

​

​

​

—(3)%

​

​

​

Target Equity Mix in 2023

​

​

■ RSUs vest subject to service over a three-year period, with one-third vesting on the first anniversary of the date of grant, and one-twelfth vesting on each three-month anniversary for the following two years. ​ ■ PSUs vest subject to service and the achievement of pre-set performance goals over a three-year performance period, subject to a maximum payout factor of 150% of target. Threshold performance results in 50% of the target PSUs vesting, with no payout for performance below threshold. For performance between stated goals, the payout will be calculated based on straight-line interpolation. ​ ■ Both RSUs and PSUs are subject to our Clawback Policy. ​

​

​

NEOs(1)

​

​

2023 Approved Value(2)

​

​

RSUs Awarded

​

​

PSUs Awarded

​

​

William Crager

​

​

​

$

3,355,000

​

​

​

​

​

26,674

​

​

​

​

​

26,674

​

​

​

Shelly O’Brien

​

​

​

$

457,500

​

​

​

​

​

3,637

​

​

​

​

​

3,637

​

​

​

Peter D’Arrigo

​

​

​

$

1,220,000

​

​

​

​

​

9,699

​

​

​

​

​

9,699

​

​

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​

Measures(1)(2)

​

​

Measurement Basis

​

​

Weight

​

​

Threshold

​

​

Target

​

​

Maximum

​

​

Adjusted EBITDA Margin

​

​

Final year

​

​

50%

​

​

23%

​

​

25%

​

​

27%

​

​

Relative TSR vs. Russell 2000 Index constituents

​

​

Three-year

​

​

50%

​

​

35th Percentile

​

​

50th Percentile

​

​

75th Percentile

​

​

Payout as % of Target

​

​

​

​

​

​

​

​

50%

​

​

100%

​

​

150%

​

​

Measures(1)

​

​

Measurement Basis

​

​

Weight

​

​

Threshold

​

​

Target

​

​

Maximum

​

​

Actual

​

​

Payout

​

​

Adjusted Revenue Growth

​

​

Three-year compounded annual growth rate

​

​

33.33%

​

​

8%

​

​

14%

​

​

20%

​

​

7.64%

​

​

0.00%

​

​

Adjusted EPS Growth

​

​

Final year growth

​

​

33.33%

​

​

10%

​

​

16%

​

​

22%

​

​

13.98%

​

​

83.15%

​

​

Relative TSR vs. Russell 2000 Index Constituents

​

​

Three-year

​

​

33.34%

​

​

35th Percentile

​

​

50th Percentile

​

​

75th Percentile

​

​

28th Percentile

​

​

0.00%

​

​

Payout as % of Target

​

​

​

​

​

​

​

​

50%

​

​

100%

​

​

150%

​

​

​

​

​

27.72%

​

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​	Healthcare	​	​	Welfare	​	​	Retirement	​
​	■ Health, dental and vision insurance ​ ■ Health care and dependent care flexible spending accounts ​	​	​	■ Life and accidental death & dismemberment insurance ​ ■ Short and long-term disability ​	​	​	■ 401(k) plan, with company match ​	​

​	Additional Benefits				​
​	■ Expanded mental health services and counseling ​ ■ Education reimbursement and student debt repayment ​ ■ Additional wellness benefits ​	​	​	■ Adoption and surrogacy benefits ​ ■ ■ Parental stipend ​ ■ College scholarship plan for employees’ children ​	​

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​	Minimum Requirements	​	​	■ CEO: 600% of base salary ​ ■ Other NEOs: 300% of base salary ​	​
​	Time Horizon	​	​	■ Five years from becoming a NEO ​	​
​	Counted Equity Interests	​	​	■ Shares owned directly by the NEO (including those held as a joint tenant or as tenant in common) ​ ■ RSUs (vested and unvested) ​ ■ Stock options that are fully vested and exercisable ​ ■ Shares owned in a self-directed Individual Retirement Account ​ ■ Shares owned or held for the benefit of a spouse or minor children ​	​
​	Retention Requirement	​	​	■ NEOs are required to retain all shares acquired through option exercises and other stock awards until their respective ownership requirements are met ​ ■ Sale of shares is not permitted until the guidelines are met ​	​

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​	Element	​	​	Misconduct Related Provisions	​	​	Restatement Related Provisions	​
​	Covered persons	​	​	■ Current and former section 16 officers ​ ■ Any other officer of the Company designated by the Compensation Committee ​	​	​	■ Current and former section 16 officers ​	​
​	Triggering events	​	​	A covered person engages in fraud or other intentional misconduct that: ■ Materially relates to a restatement of our financial statements, or ​ ■ Results in material financial or reputational harm to the company ​	​	​	An accounting restatement of our financial statements due to material noncompliance with any financial reporting requirement.	​
​	Covered compensation	​	​	All incentive compensation (cash and equity) that is: ■ Awarded, earned, vested or settled during or after the fiscal year in which a clawback event occurs, or ​ ■ Is outstanding during or has a performance period that relates to the fiscal year in which the clawback event occurs ​ The entire after-tax value of covered compensation is subject to forfeiture or recoupment, at the discretion of the Compensation Committee	​	​	All incentive compensation (cash and equity) that is awarded, earned or vested based wholly or in part upon the attainment of a financial reporting measure The pre-tax value of compensation that is found to have been erroneously awarded based on the restated financials is subject to forfeiture or recoupment in accordance with the Clawback Policy provisions. The clawback of such compensation is mandatory except in certain limited circumstances	​

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​

Name and Title

​

​

Year

​

​

Salary ($)

​

​

Bonus ($)(1)

​

​

Stock Awards ($)(2)(3)

​

​

Non-Equity Incentive Plan Compensation ($)(4)

​

​

Change in Nonqualified Deferred Compensation Earnings ($)(5)

​

​

All Other Compensation ($)(6)

​

​

Total ($)

​

​

William Crager    Chief Executive Officer

​

​

​

​

2023

​

​

​

​

​

650,000

​

​

​

​

​

581,100

​

​

​

​

​

3,520,568

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

129,175

​

​

​

​

​

4,880,843

​

​

​

​

​

2022

​

​

​

​

​

646,000

​

​

​

​

​

—

​

​

​

​

​

5,751,055

​

​

​

​

​

382,200

​

​

​

​

​

—

​

​

​

​

​

141,936

​

​

​

​

​

6,921,191

​

​

​

​

​

2021

​

​

​

​

​

600,000

​

​

​

​

​

—

​

​

​

​

​

4,769,575

​

​

​

​

​

780,000

​

​

​

​

​

—

​

​

​

​

​

23,054

​

​

​

​

​

6,172,629

​

​

​

Joshua Warren    Chief Financial Officer

​

​

​

​

2023

​

​

​

​

​

106,250

​

​

​

​

​

594,315

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

700,565

​

​

​

​

​

—

​

​

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—

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—

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—

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—

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—

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—

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—

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—

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—

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—

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—

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​

​

Shelly O’Brien    Chief Legal Officer, General    Counsel and Corporate    Secretary

​

​

​

​

2023

​

​

​

​

​

391,667

​

​

​

​

​

—

​

​

​

​

​

480,022

​

​

​

​

​

320,000

​

​

​

​

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—

​

​

​

​

​

22,716

​

​

​

​

​

1,214,405

​

​

​

​

​

2022

​

​

​

​

​

374,000

​

​

​

​

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—

​

​

​

​

​

784,228

​

​

​

​

​

147,000

​

​

​

​

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—

​

​

​

​

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21,966

​

​

​

​

​

1,327,194

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​

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2021

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​

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364,993

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—

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725,410

​

​

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288,000

​

​

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—

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20,369

​

​

​

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​

1,398,772

​

​

​

Peter D’Arrigo    Former Chief Financial Officer

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​

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2023

​

​

​

​

​

450,000

​

​

​

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​

450,000

​

​

​

​

​

1,280,116

​

​

​

​

​

—

​

​

​

​

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—

​

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​

25,126

​

​

​

​

​

2,205,242

​

​

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​

​

2022

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​

​

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​

446,000

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—

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​

2,091,222

​

​

​

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​

275,000

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—

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20,326

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​

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2,924,584

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2021

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405,015

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—

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1,788,591

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​

540,000

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—

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16,354

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​

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2,749,960

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​