Model N : 2023 Proxy Statement

January 6, 2023

Dear Fellow Stockholders:

As our 2023 Annual Meeting approaches, it is my privilege as the non-executive Chair of the Board of Directors to reflect on the past year and share some highlights directly with you. As a Board, we worked to provide independent oversight of Model N's management team, and engaged in continuous dialogue concerning corporate strategy, business objectives and corporate sustainability.

Business Highlights, Board Oversight and Diversity

Over the course of the past year, our management team remained steadfast in its focus on Model N's operating performance, successfully accelerating our transition from an on-premise to a SaaS business model. In fiscal year 2022, Model N's SaaS revenue growth increased 23% compared to the previous fiscal year, SaaS growth retention rates have trended at or above 90%, and our SaaS net dollar retention rate reached an all-time high of 129%. By the end of fiscal year 2022, we had transitioned approximately 70% of our on-premise customers to the cloud and expect to transition substantially all of our customers to the cloud in the next 12 to 18 months.

The Board remains committed to its role as your fiduciaries, and we believe that includes ensuring a Board comprised of Directors with diverse skills and backgrounds best suited for effective oversight of Model N's evolving business and strategies. Our Directors have experience serving as executive, marketing, product development and cybersecurity leaders at technology and healthcare companies to oversee management's continued expansion of Model N's customer base and successful SaaS transitions. I am proud of the level of diversity we have achieved as a Board - three of our directors are women and three are racially or ethnically diverse, both representing 33% of our Board.

Shareholder Engagement and Corporate Sustainability

The Board places a high priority on listening and responding to shareholder feedback. One area of particular focus for our Board has been the consideration of the valuable stockholder feedback related to environmental, social and governance ("ESG") matters, discussions in which I personally participated. By continuing to incorporate shareholder feedback into our ESG materiality assessment process, Model N published its second ESG Report under the direction of the Board, which describes how Model N manages ESG factors that are material to our business. Our ESG report is a small step in this important journey towards continued disclosure of our ESG practices. We continue to align our focus on corporate social responsibility with certain United Nations Sustainable Development Goals to demonstrate our contributions to finding solutions to local and global ESG challenges. A summary of Model N's ESG approach is described in the Sustainability and Corporate Responsibility section of this proxy statement.

During the past year, the expansion of our diversity, equity, inclusion and belonging ("DEIB") efforts was one of our key ESG priorities. We established a Global Diversity Council, launched four Employee Resource Groups, developed a strategic DEIB roadmap and committed to targeted workforce diversity goals. In the spirit of transparency and accountability toward reaching our five-year diversity goals, Model N is committed to sharing our U.S. workforce demographics as reported in the annual EEO-1 report we submit to the U.S. Equal Employment Opportunity Commission. In addition to our ESG reports, we have made our EEO-1 report available under the "ESG" section of our website (https://investor.modeln.com/governance/ESG). It includes an outline of our strategic roadmap toward greater diversity, equity, inclusion, and belonging at Model N, our five-year diversity goals, and other ways we use data to inform future and existing approaches in support of creating an inclusive work environment for all.

We believe our actions in 2022 demonstrate our steadfast commitment to both business and ESG excellence, as well as responsiveness to our shareholders. As Chairman of the Board, I am proud to work closely with my fellow independent directors and Model N's management team to ensure that Model N is a well-governed company focused on creating value for all our stakeholders. We pledge to continue to work hard for you to ensure the sustainability and success of Model N's long-term strategies. Thank you for your continued support.

Best regards,

Baljit Dail

Non-Executive Chair of the Board

MODEL N, INC.

777 MARINERS ISLAND BOULEVARD, SUITE 300

SAN MATEO, CALIFORNIA 94404

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 11:30 a.m. Pacific Time on Thursday, February 16, 2023

TO THE HOLDERS OF COMMON STOCK OF MODEL N, INC.:

The Annual Meeting of Stockholders of Model N, Inc., a Delaware corporation ("Model N"), will be held on Thursday, February 16, 2023 at 11:30 a.m. Pacific Time via live webcast at https://web.lumiagm.com/291527551 (password: Modn2023) for the following purposes:

1. To elect three Class I directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal;
2. To approve the amendment and restatement of the 2021 Equity Incentive Plan;
3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023;
4. To hold a non-binding advisory vote on the compensation of our named executive officers as disclosed in this proxy statement; and
5. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The Board of Directors of Model N has fixed the close of business on December 21, 2022 as the record date for the meeting. Only stockholders of record of our common stock at the close of business on December 21, 2022 are entitled to notice of and to vote at the meeting. The live webcast gives our shareholders the same rights and access as if the meeting were held in person, including the ability to vote and ask questions electronically during the meeting. Further information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request

the list of stockholders through our investor relations website at https://investor.modeln.com/resources/information-request-form. Further information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

A Notice Regarding the Internet Availability of Proxy Materials ("Notice") is being mailed to stockholders of record as of the record date beginning on or about January 6, 2023. The Notice contains instructions on how to access our proxy statement for our 2023 Annual Meeting of Stockholders and our Annual Report on Form 10-K for our fiscal year ended September 30, 2022 (together, the proxy materials). The Notice also provides instructions on how to vote online and how to receive an email or paper copy of proxy materials. The proxy materials can be accessed directly at the following Internet address: http://investor.modeln.com/annual-meeting/Index?KeyGenPage=1073749823.

If you have any questions regarding this information or the proxy materials, please visit our website at www.modeln.com or contact our investor relations department at [phone].

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of Model N and look forward to receiving your proxy. By order of the Board of Directors,

Jason Blessing

Chief Executive Officer

San Mateo, California

January 6, 2023

TABLE OF CONTENTS
QUESTIONS AND ANSWERS	1
PROPOSAL NO. 1 - ELECTION OF DIRECTORS	6
PROPOSAL NO. 2 - AMENDMENT AND RESTATEMENT OF 2021 EQUITY INCENTIVE
PLAN	9
PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	19
PROPOSAL NO. 4 - NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS	21
SUSTAINABILITY AND CORPORATE RESPONSIBILITY	22
Oversight of Environment, Social and Governance Matters	22
DIRECTORS AND CORPORATE GOVERNANCE	24
Director Independence	24
Leadership Structure	24
Risk Oversight	24
Executive Sessions of Independent Directors	24
Codes of Conduct	24
Meetings of the Board of Directors	25
Committees of the Board of Directors	25
Compensation Committee Interlocks and Insider Participation	26
Considerations in Evaluating Director Nominees	26
Stockholder Recommendations for Nominations to the Board of Directors	27
Non-Employee Director Compensation	28
Communications with the Board of Directors	29
AUDIT COMMITTEE REPORT	30
RELATED PERSON TRANSACTIONS	31
EXECUTIVE OFFICERS	32
EXECUTIVE COMPENSATION	34
Compensation Discussion and Analysis	34
Executive Summary	34
Pay Program Overview	36
Fiscal Year 2022 Target Pay Mix	36
Outreach, Engagement and Say-on-Pay Responsiveness	37
Compensation Related Policies and Practices	38
Executive Compensation Philosophy and Objectives	38
Compensation Determination Process	38
Elements of our Executive Compensation Program	41
Additional Policies and Practices	44
EMPLOYMENT ARRANGEMENTS	47
SUMMARY COMPENSATION TABLE	50
Grants of Plan-Based Awards During Fiscal Year 2022 Table	51
Outstanding Equity Awards at 2022 Fiscal Year End Table	52
Stock Vested During Fiscal Year 2022 Table	53
CEO Pay Ratio	53

COMPENSATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 EQUITY COMPENSATION PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . 57 DELINQUENT SECTION 16(A) REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 APPENDIX A - Amended and Restated 2021 Equity Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . 62 ANNEX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. All statements contained in this proxy statement other than statements of historical fact, including statements regarding our business strategy and plans and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "continue," "anticipate," "intend," "expect," "seek", and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. We are under no duty to update any of these forward-looking statements after the date of this proxy statement.

As used in this proxy statement, the terms "Model N," "we," "us," and "our" mean Model N, Inc. and its subsidiaries unless the context indicates otherwise.