🧾 What This Document Is

This is a definitive proxy statement (DEF 14A) for Alkami Technology. Think of it as an invitation and information packet for the company's annual shareholder meeting. Its main job is to give you, the owner, the details you need to vote on important company decisions.

👉 Why it matters: If you own Alkami stock (ticker: ALKT), this document tells you what you're voting on, who's running the company, and how much they get paid. It’s your instruction manual for exercising your rights as a shareholder.

Key Details:

Meeting: Virtual-only on Tuesday, May 19, 2026, at 9:00 a.m. Central Time.
Record Date: You must have owned shares by March 23, 2026, to vote.
Shares Outstanding: 107,016,974 shares were eligible to vote as of the record date.

🏢 What The Company Does

In simple terms, Alkami provides cloud-based digital banking software to banks and credit unions. They help financial institutions offer modern online and mobile banking experiences to their customers, competing with larger players in the fintech space.

👉 Why it matters: Understanding their business is key to judging the decisions proposed in this filing. Their success depends on winning and keeping bank clients in a competitive market.

🗳️ The 2026 Annual Meeting: Your Voting Agenda

You are being asked to vote on three main proposals:

Elect Three Directors: Vote for the three nominees (Charles Kane, Alex Shootman, Brian R. Smith) to join the board's Class II. They'll serve until 2029.
Ratify the Auditor: Approve the Audit Committee's choice of Ernst & Young LLP as the company's independent accounting firm for 2026.
Approve Executive Pay (Advisory Vote): Cast a non-binding vote to approve the compensation of the Named Executive Officers (NEOs). This is often called "Say-on-Pay."

👉 How to vote: You can vote online, by phone, or during the virtual meeting after registering in advance at www.proxydocs.com/ALKT. The Board recommends voting "FOR" all three proposals.

👥 Who's Running the Show: Board & Leadership

The Board of Directors is split into three classes with staggered terms. Here’s a snapshot of the key people:

Nominees for Election (Class II):

Charles "Chuck" Kane (Age 68): MIT lecturer, experienced CFO, and board director. Brings financial expertise.
Alex Shootman (Age 60): Alkami's CEO and President since 2021. The only non-independent director on the board.
Brian R. Smith (Age 60): Founder of venture capital firm S3 Ventures and Chairman of Alkami's Board.

Continuing Directors & Recent Appointments:

The board approved the appointment of Jeffrey Fox and Judson Linville to join the board right after this annual meeting.
Linville brings deep financial services experience, having been a CEO at Citigroup.
Other continuing directors have backgrounds in tech, finance, venture capital, and banking.

Executive Officers:

Alex Shootman: CEO
Cassandra Hudson: CFO (since Nov. 2025)
Douglas A. Linebarger: Chief Legal Officer

💰 The Money Talk: Auditor Fees & Executive Pay

Auditor Fees: For 2025, Alkami paid its auditor, Ernst & Young LLP, a total of $3.32 million. This breaks down to:

$2.66 million for the core audit work.
$150,000 for tax services.
$507,200 for other services, mainly capital market advisory.

👉 Why it matters: Shareholders get to ratify the choice of auditor. The fees show the cost of keeping financial reporting trustworthy.

Executive Compensation (Summary): The filing includes detailed compensation tables. The "Compensation Discussion and Analysis" section explains how pay is determined, linking it to company performance and market benchmarks. You'll vote on an advisory basis to approve this pay.

🔍 Who Owns the Company? (Major Shareholders)

As of March 25, 2026, here are the significant owners:

More than 5% Owners:

General Atlantic: 13.9% (14.92 million shares) - A major venture capital investor.
S3 Ventures Fund III, L.P.: 13.3% (14.22 million shares) - Connected to Board Chairman Brian Smith.
George B. Kaiser: 6.1% (6.57 million shares)
Jana Partners Management, LP: 5.1% (5.43 million shares)
BlackRock, Inc.: 5.0% (5.36 million shares)

Management & Board Ownership:

All directors and executive officers as a group own 17.1% of the company (18.29 million shares).
This shows that leadership has "skin in the game," aligning their interests with other shareholders.

⚖️ Big Picture: Governance & Risks

Governance Strengths (👍):

Separate Chair & CEO: Brian Smith (independent) chairs the board, while Alex Shootman runs the company. This is seen as good governance.
Independent Committees: The Audit, Compensation, and Nominating committees are made up entirely of independent directors.
Cybersecurity Oversight: A dedicated Information Systems Audit Committee focuses on tech and data security risks, which is crucial for a digital banking software company.

Potential Risks & Considerations (⚠️):

CEO Tenure & Transition: The CEO was appointed in late 2021. Investors will watch the company's performance under his continued leadership.
Significant Venture Capital Ownership: Large blocks held by General Atlantic and S3 Ventures could influence strategic decisions.
Market Competition: Alkami operates in a competitive fintech market against both large incumbents and agile startups.

🧠 The Analogy

Think of this annual shareholder meeting like a highly structured homeowners' association (HOA) meeting. The board of directors (like the HOA board) is proposing a slate of new members (director nominees), renewing the contract with the firm that audits the HOA's finances (auditor ratification), and asking for your feedback on the compensation package they've given to the property managers (executive pay). You, as a homeowner (shareholder), get to vote on these items to ensure the community (company) is being run properly.

🧩 Final Takeaway

Alkami's 2026 proxy is a standard annual renewal of governance. Shareholders are asked to re-elect three experienced directors, keep their current auditors, and voice their opinion on executive pay. The key signal is stability—the board and leadership structure remain largely unchanged, with a continued focus on financial and cybersecurity oversight as the company navigates the competitive digital banking landscape.

Alkami Seeks Shareholder Votes on Director Elections Including CEO Shootman