On February 25, 2021, the Board of Directors of Proofpoint, Inc. appointed Elizabeth Rafael as a member of the Board. Ms. Rafael will serve as a Class I director whose current term will expire at the Company’s 2022 annual meeting of the stockholders. The Board also approved Ms. Rafael’s appointment to the Audit Committee. In connection with her appointment as a director, the Board granted Ms. Rafael an equity award of 537 Restricted Stock Units (RSUs) under the Company’s 2012 Equity Incentive Plan. The RSU Grant will vest in full on first anniversary of the date of grant, subject to Ms. Rafael’s continued services to the Company through such vesting date. The RSU Grant will accelerate and vest in full in the event of a change in control of the Company. Ms. Rafael will also receive other standard non-employee director cash and equity compensation pursuant to the Company’s non-employee director compensation policy.