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•	Growing total revenue by 10%;

•	Growing net income by 87%;

•	Growing adjusted EBITDA* by almost double the rate at which we grew revenue, or 19%;

•	Growing non-GAAP earnings* by an even stronger 30% and approaching $2 per share;

•	Generating nearly $100 million in free cash flow*;

•	Further strengthening the balance sheet by paying down $80 million in debt and reducing our net leverage ratio* to 1.5 times from 2.8 times; and

•	Last but not least, bringing great new talent in to the organization up to and including the management team and our Board of Directors.

•	A - Accelerating Growth.

•	B - Building Tax-Smart Leadership.

•	C - Creating One Blucora.

•	D - Delivering Results.

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•	Recruiting. In 2018 we recruited more than $700 million in total new client assets, roughly double what we did in 2017. This included about 120 tax professionals that we have recruited and trained as wealth managers as well as nearly 75 established advisors.

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Advisory growth. We achieved record net flows at HD Vest, including nearly $1 billion into advisory. This helped advisory assets as a percentage of total client assets end the year at a new high-water mark at approximately 30%. As advisory assets continue to grow faster than the total, it is one component, along with trailing commissions and sweep revenue, that further reduces our dependence on transactions and increases our recurring revenue rate.

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Clearing conversion. In September 2018 we went live with our ambitious conversion project which had begun more than 15 months prior. The conversion, which was essentially multiple conversions in one, when considering the clearing platform and new advisor technologies, has created a transformed advisor experience. This new advisor experience was enabled with next generation technology and new capabilities like highly integrated business processing, data aggregation, and a world-class client portal. We believe we now have one of the best commercial grade advisor platforms in the industry and will be making improvements to further improve our advisors’ experience and capabilities over time. We are already seeing strong adoption of the new tools as well as new advisors joining our platform who simply would not have come to us without this industry-leading technology and platform.

•	Advisor Productivity. Our initiatives to increase advisor effectiveness and productivity continue to bear fruit. At the front end of the process, our introduction of predictive models to assess advisors and bring on those with the highest potential has led to new advisors reaching early productivity milestones in a fraction of our historical average, at 120 days versus the prior 800.

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Tax Smart Innovation. We also made great progress in our Tax Smart Innovation incubator. The first innovation, which is already in beta testing, is a new proprietary tax-smart investing software platform to help advisors systematically capture tax-alpha for clients. This is significant as investors give up one to two percentage points of performance each year due to taxes. The beta was oversubscribed within 24 hours of launch, and is now in testing with about 150 advisors. We are in the very early stages here, but the reaction and the results to date are very encouraging, and indicate we may be on the cusp of commercializing truly disruptive technology. With this beta and as we expand beyond it, we believe we can create a far more useful set of capabilities than are currently available in the marketplace, giving our advisors an incredible edge in driving incremental value for clients.

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1.

This is a classic consolidating acquisition that adds significant scale to our wealth management business with a nationwide community of tax-focused financial advisors that combined is nearly 4,500 advisors strong and entrusted with overseeing approximately $60 billion in total client assets, with nearly $22 billion, or 36%, in fee-based advisory assets and creates greater capacity to invest in supporting our advisors. Scale drives both substantial revenue and cost synergies. 1st Global is also located in the Dallas metropolitan area and utilizes similar key service partners, including Fidelity, eMoney and Envestnet. With this and with the inherent geographic and vendor overlap, we can lower the relative risk of the transaction and make integration, cost savings and synergies easier to achieve. In fact, the majority of external scale synergies are already contracted, further mitigating risk.

2.	The businesses are also complementary in that 1st Global has a focus and strong position in large, multi-partner accounting firms, with HD Vest leading in, and primarily focused on, individual advisors. This accelerates our push into the institutional and multi-partner accounting firm market, which is under penetrated and furthers our competitive advantage in the market.

3.	The combined business will feature strengthened capabilities in several important areas, including growth drivers like recruiting, on-boarding, and advisor development; as well as proprietary research, in-house portfolio management and proprietary technology.

4.

This expands our established tax-aware investing footprint by creating by far the largest and most capable tax-focused wealth manager. We share a common vision, believing that clients are only truly well-served when advisors are focused on minimizing taxes and maximizing after-tax returns. The combined advisor community will have access to the tools we are now in the process of developing that enable the systematic capture of tax alpha, through creation of a holistic Tax-Smart Investing software suite.

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Enhanced Customer Experience. Starting with a newly refreshed and improved website that enables customers to quickly identify the product that best fits their needs. We also provided an upgraded mobile experience, with the TaxAct app earning a 4.5-star rating in Apple’s app store, up from 4 stars. We also launched ten-minute taxes, a streamlined and intuitive process to guide certain filers with simple returns to complete their returns in under ten minutes so they can get back to the things that matter most to them. 2018 also saw the launch of our refund marketplace which rewards filers with a bonus amount on a gift card, up to a maximum of $599, when they allocate a portion of their refund to gift cards from an assortment of top national retailers. This bonus can make the tax filing process ‘better than free’ where the filer can end up walking away from TaxAct filing experience with more bonus money than they paid us to file. While we are proud of the improvements we brought to customers in the most recent tax year, we are even more excited about the further enhancements we are already working on for tax year 2019.

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Partnerships. In addition to the enhanced customer experience, we had new and expanded partnerships for the season. Last year was our first year testing several types of new partnerships. We were pleased to announce an expanded relationship with a key retail banking partner which included TaxAct software being offered to their customers, and TaxAct filers having access to several of their products, including CDs, loans and credit cards, as well as the option of depositing their tax refund directly in to a high-yield savings account. Consistent with our mission to provide the most value to customers across their financial lives, many of these products were offered key advantages such as receiving the bank’s highest available rate on savings or discounted rates on loans.

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1.	To elect five directors;

2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019;

3.	To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as disclosed in this Proxy Statement; and

4.	To transact such other business as may properly come before the meeting or any adjournment, postponement or recess thereof.

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(1)	Financial measures used in our annual bonus plan. See "Compensation Discussion and Analysis" for additional information.

(2)	See Annex A - Non-GAAP Reconciliation for a reconciliation to the nearest GAAP measure.

(3)	Financial measure used for our 2018 performance-based restricted stock units. See "Compensation Discussion and Analysis" for additional information.

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•	“FOR” each Director Nominee;

•	“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2019;

•	“FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers.

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•	signing and submitting a new proxy card with a later date;

•	voting by telephone or via the Internet as instructed above (only your latest telephone or Internet proxy is counted); or

•	attending the meeting and voting in person (as described above).

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•	The Class I and Class II directors who are up for election at our 2019 annual meeting will, if elected, will serve for a one-year term.

•	In 2020 and beyond, our Board will be declassified and all members of our Board of Directors will be up for election for a one-year term.

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•	The Audit Committee reviews our major financial risk exposures and the steps management has taken to monitor and control such exposures, and it also oversees our compliance, legal and regulatory risks. The Audit Committee also oversees and discusses with management our policies and practices with respect to risk assessment and risk management.

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•	The Compensation Committee oversees the management of risks relating to our executive and non-executive compensation plans and arrangements.

•	The Nominating and Corporate Governance Committee manages risks associated with general corporate governance and succession planning.

•	Commitment to our business success while maintaining the highest standards of responsibility and ethics;

•	Representation of the best interests of all of our stockholders and not any particular constituency;

•	Conscientious preparation for, attendance at, and participation in Board of Directors and applicable committee meetings;

•	No personal or professional commitments that would interfere or conflict with a director’s obligations to the Company and its stockholders;

•	An established record of professional accomplishment in the director’s chosen field; and

•	No material personal, financial, or professional interest in any of our competitors that would interfere or conflict with the director’s obligations to the Company and its stockholders.

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(1)	Initial equity grants vest in three equal annual installments beginning on the first anniversary of the applicable election or appointment date.

(2)

Annual grants are made on the date of the annual meeting of stockholders and vest in full on the earlier of the first anniversary of the grant date or the date of the Company's next annual meeting of stockholders provided that the grantee continues to be a member of the Board on such date. In the case of a newly appointed director who is not appointed on the date of the annual meeting of stockholders, a pro rata portion of this annual grant will be awarded based on the date of appointment.

(1)

The dollar amount for stock awards (which consists of RSUs) is the grant date fair value computed in accordance with Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("ASC 718"), excluding the effect of any estimated forfeitures. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by the director. Assumptions used in the valuation of stock awards granted in 2018 are discussed in "Note 13: Stock-Based Compensation of the Notes to Consolidated Financial Statements (Part II, Item 8) in our Annual Report on Form 10-K for the year ended December 31, 2018.

(2)	The vesting for initial RSU grants and the annual RSU grants is described above.

(1)	Prior to May 2017, equity grants made to non-employee directors consisted of options and RSUs.

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•	Discussed the overall scope and plans for audits with Ernst & Young LLP;

•	Met and held discussions with Ernst & Young LLP, both with and without management present, to discuss the results of the audits, management’s evaluation of Blucora’s internal control over financial reporting, and Ernst & Young LLP’s opinion thereof, and the overall quality of Blucora’s financial reporting;

•	Reviewed and discussed the quarterly and annual financial results prior to the publication of those results and the filing of those results on Form 8-K;

•	Discussed the matters required to be discussed with Ernst & Young LLP by the statement on Auditing Standards No. 1301, as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the PCAOB in Rule 3200T and Regulations S-X Rule 2-07;

•	Reviewed and discussed the unaudited and audited financial statements with management and Ernst & Young LLP, including Ernst & Young LLP’s opinion on the audited financial statements; and

•	Received the written disclosures and letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with Ernst & Young LLP its independence.

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(1)	Mr. Mackay served in three capacities in 2018 (i) Executive Vice President of Business Development ("Base Role") (ii) Interim General Manager of TaxAct ("TA Interim Role") and (iii) Interim CEO of HD Vest ("HDV Interim Role," together with the TA Interim Role, the "Interim Roles"). Mr. Mackay became an executive officer when he assumed the HDV Interim Role.

(2)

Mr. Palmer became the Company’s Principal Financial and Accounting Officer on November 1, 2017 when our previous Chief Financial Officer left the Company. Mr. Athwal joined the Company on February 21, 2018 as the Company's Chief Financial Officer and Principal Financial Officer. When Mr. Athwal joined the Company, Mr. Palmer ceased serving as the Company's Principal Financial Officer, but he continues to serve as the Company's Principal Accounting Officer.

(3)	Mr. Palmer originally joined the Company on February 20, 2017 and is not an executive officer, but pursuant to Item 402 of Regulation S‑K he is included as an NEO because he served as our Principal Financial Officer for a portion of 2018.

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(1)	Financial measures used in our annual bonus plan.

(2)	See Annex A - Non-GAAP Reconciliation for a reconciliation to the nearest GAAP measure.

(3)	Financial measure used for our 2018 performance-based restricted stock units.

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Our Transformation: In October 2015 we announced plans for our Strategic Transformation, which included transforming our Company from a Washington-based company that operated a portfolio of internet businesses to a Texas-based technology-enabled financial solutions company that offers wealth management and tax preparation products and services through HD Vest and TaxAct, respectively. In connection with this transformation, we moved our headquarters from Bellevue, Washington to Dallas, Texas, which resulted in a leadership transition and the need to recruit and hire new executive team members.

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Changing Philosophy and Practices: As our business transformed, so did our compensation philosophy. Our historical philosophy and practices were to set total cash compensation below market with above market equity compensation that largely consisted of stock options. We believe these historical practices were appropriate when we were seeking talent in the Washington State internet-based market. However, in connection with our transition to a Dallas-based technology-enabled financial solutions company, we evolved our philosophy and practices when hiring new executive officers for our Dallas headquarters and established a new compensation philosophy for 2018. As a result, we now focus on having an attractive market-based compensation program in our Dallas-based market and our industry in an effort to attract top-caliber executive talent in the financial and technology industries.

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Change in Compensation Consultants: In July 2017, our Compensation Committee engaged a new independent compensation consultant to assist in reviewing our executive officer compensation philosophy and practices in light of our new business strategy and in the new market and industry in which we now operate. Following our new independent compensation consultant's review, we updated our compensation philosophy for setting 2018 executive compensation.

•	New Philosophy and Principles: Our goal is to provide an attractive and market-based compensation program that is tied to performance and aligns the interests of our executive officers with those of our stockholders. To achieve this goal, our Compensation Committee has adopted the following executive compensation philosophy and principles:

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New Peers: Our new independent compensation consultant reviewed our peer group in late 2017 and determined that, in light of our Strategic Transformation and the market and industry in which we now operate, our peer group should be updated. See "Compensation Process—Benchmarking Against Peers" below for additional information regarding our new peer group that was used for 2018 compensation decisions.

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2018 Executive Compensation: After we established a new peer group, our Compensation Committee approved changes to our executive compensation program for 2018 that it believes allows us to be competitive with our new peer group and with the companies with whom we compete for talent. Our new program is also intended to reflect market expectations for at-risk compensation so that we are able to retain our executive officers and attract additional executive officers when necessary. These changes also allowed us to recalibrate executive compensation, as each of the executive officers hired in 2017 came from different industries with different expectations of compensation. We believe that the executive compensation changes that were made for 2018 will assist us in achieving our strategy of operating as "One Company" and help us to be competitive with our peers and in the market and industry in which we compete for talent while also focusing on internal pay parity.

•	2018 Compensation Mix: The 2018 compensation mix was comprised of the following, with a significant portion continuing to be performance-based and be "at-risk" (the CEO had 90% of his total target direct compensation "at-risk" for 2018):

◦	Base Salary: In 2018, our NEOs' base salaries increased as a result of our review of our new peer group and of the market and industries in which we compete for talent.

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Bonus: In 2018, a substantial portion of our NEOs’ compensation was paid pursuant to our short-term bonus plan, which is tied to the achievement of operational and financial goals over a single year, as well as specific individual performance goals, and assists in retaining, attracting, and motivating employees in the near-term. The operational and financial metrics selected by the Compensation Committee for the 2018 annual bonus plan reflect the responsibilities of each NEO, such that they are tied to our overall Company performance or certain metrics related to the different businesses that an NEO oversees or in which an NEO is involved. Our 2018 annual bonus plan metrics were also tied to certain human resources foundation metrics and balanced scorecard metrics, which we believe help us focus on operational objectives that are key to our growth strategy and move toward operating as "One Company."

◦	Equity: The most significant change to our executive compensation program for 2018 was with respect to the type and mix of equity granted to our executive officers. For 2018, we shifted from our equity grants being comprised of stock options and time-based RSUs to the following equity mix (as a percentage of total grant value):

▪	25% PRSUs that are eligible to vest on January 1, 2021, subject to the Company achieving a certain level of non-GAAP earnings per share during 2020;

▪	25% stock options that vest equally each year over a three-year period; and

▪	50% time-based RSUs that vest equally each year over a three-year period.

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Adoption of Executive Stock Ownership Guidelines: In February 2018, the Board revised our stock ownership guidelines to make them applicable to all of our executive officers effective as of January 1, 2018 (prior to 2018, they were only applicable to our CEO). These guidelines require that our executive officers acquire and hold shares of our common stock equal in market value to the multiple of each of their base salaries as follows: five times (5X) for our CEO and three-times (3X) for all other NEOs.

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•	base salary;

•	a target annual cash incentive bonus; and

•	long-term equity incentive awards comprised of options, time-based RSUs and PRSUs.

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(1)	Mr. Mackay's 2018 bonus was determined based on two bonus targets: (i) a bonus target of 55% associated with twelve months in his Base Role (the “Mackay Base Bonus”) and (ii) a bonus target of 70% associated with time he spent serving in his Interim Roles (eight months) (the "Mackay Interim Bonus").

(2)	The increase in Mr. Stevenson’s target bonus also took into account the additional responsibility he assumed during 2018 when he was given responsibility for the Company's strategy function.

•	2018 Executive Bonus Program:

◦	Strategic Metrics - 100%;

◦	Financial and Operational Metrics - 200%; and

•	2018 Non-Executive Bonus Program - 150%.

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(1)

The financial and operational metrics selected by the Compensation Committee for the Bonus Programs reflect the responsibilities of each NEO. For Messrs. Clendening, Athwal, Stevenson, Palmer and Ms. Bruder, and during the time he served in the Base Role, Mr. Mackay, the financial metrics were tied to our overall Company performance. For Messrs. Oros and Baskaran and for Mr. Mackay during the time he served in the Interim Roles, a portion of the financial metrics were tied to our overall Company performance and a portion tied to metrics related to the business units that they led.

(2)	"Other Metrics" includes certain units in our Tax Preparation segment and net advisory assets (inflows less outflows) in our Wealth Management segment ("Net Advisory Assets"). See "2018 Performance Targets vs. Actual Results" below for additional information regarding each of these metrics.

(3)	"Strategic Metrics" include operational metrics around the development and deployment of human resources foundational systems across the Company and the establishment of a balanced scorecard. See "2018 Performance Targets vs. Actual Results" below for additional information regarding each of these metrics.

(4)	Each of Mr. Mackay's bonus targets of 55% and 70% were based on financial metrics applicable to the Base Role and for the time that he served in the Interim Roles during 2018, respectively.

(1)	Under the terms of the 2018 Non-Executive Bonus Program, which governed Mr. Palmer and Mr. Mackay's bonus, the maximum payout percentage for each performance metric was 150% of the target amount.

(2)	Completion of the strategic metrics results in a bonus payout of 100% of the target amount.

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(1)	Per the terms of the Bonus Programs, the achievement percent is rounded up to the nearest whole percentage point.

(2)	Blucora Revenue is comprised of our Tax Preparation Segment Revenue and Wealth Management Segment Net Revenue (as described further in Footnote four below).

(3)

Reflects consolidated externally reported Adjusted EBITDA, adjusted for internally developed software, bonus accruals and other non-operational items. The Compensation Committee uses Adjusted EBITDA (subject to certain adjustments) because it believes it is an important measure of our operating performance. See Annex A - Non-GAAP Reconciliation" for a reconciliation of Adjusted EBITDA to Net Income and for additional information regarding this non-GAAP measure.

(4)	Reflects externally reported revenue for our Wealth Management segment, less amounts paid to advisors and tax professionals utilizing the wealth management platform.

(5)	Reflects Net Advisory Assets for our Wealth Management segment.

(6)	Reflects externally reported revenue for our Tax Preparation Segment normalized for internally developed software and other non-operational items.

(7)	The target is based on the portion of the number of units filed through the Company's TaxAct software that are considered for bonus purposes as compared to the previous year. The Actual column represents the achievement level over the previous year.

(8)	Reflects the achievement of the human resources foundational systems across the Company and development and deployment of a Company/ business segment balanced scorecard, as deemed by the Compensation Committee.

(1)	The target dollar value shown reflects a pro-rata target bonus for 2018 based on the number of days of employment during 2018. Per the terms of Mr. Athwal's employment agreement his bonus for 2018 would be no less than his pro-rated target bonus.

(2)	The bonus target and bonus earned reflects the combination of the Mackay Base Bonus and the Mackay Interim Bonus as described above. The Mackay Interim Bonus is pro-rated for the number of days in which he served in the Interim Roles.

(3)	Mr. Stevenson ceased serving in his role in January 2019. Therefore, he was eligible to receive a 2018 bonus based on his applicable metrics under the 2018 Executive Bonus Program.

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(4)	Mr. Palmer's bonus was paid under the 2018 Non-Executive Bonus Program and was based on the financial and operational metrics described above and also had a discretionary component.

(5)	Messrs. Oros and Baskaran did not serve in their roles for all of 2018. Therefore, they were not eligible to receive a bonus payment under the 2018 Executive Bonus Program.

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Time-Based RSUs: Time-based RSUs provide upside incentive when the value of the Company’s stock appreciates, but also provide some protection in down markets. Because time-based RSUs vest into shares of the Company's common stock, they serve to create stockholder-management alignment. Each time-based RSU vests over a certain period of time as long as the employee remains employed by us, and each time-based RSU represents the right to receive one share of our common stock upon vesting.

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PRSUs: PRSUs are performance-based compensation and provide incentive for the achievement of a company stated performance goal. The number of PRSUs that vest vary with the level of performance attained and vest into shares of the Company's common stock. Like the time-based RSUs, PRSUs serve to create stockholder-management alignment as well as provide upside incentive when the value of the Company's stock appreciates, but also provides some protection in down markets.

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Stock Options: Stock options provide incentive for the achievement of stock price growth. They provide a high level of alignment with stockholders because individuals do not realize substantial value from stock options unless our stock price significantly improves following the grant. Stock options represent the right to purchase shares of our common stock. All stock options are required to be granted at an exercise price equal to the closing price of our common stock on the relevant date of grant under our incentive plans.

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•	50% time-based RSUs;

•	25% PRSUs; and

•	25% stock options.

(1)	Reflects grants that vest pro-rata over a three-year period beginning on the first anniversary of the date of grant. All equity grants were made under the Blucora, Inc. 2015 Incentive Plan, as Amended and Restated (the "2015 Plan"), except for the grant made to Mr. Mackay in December 2018 that was made under the 2018 Plan.

(2)	Reflects grants that are eligible to vest on January 1, 2021 subject to the Company achieving a certain level of non-GAAP earnings per share ("Non-GAAP EPS") for the calendar year of 2020. The performance period is from 2018 to 2020. All grants were made under the 2015 Plan.

(3)	Includes Mr. Athwal's 2018 annual equity grant. Mr. Athwal also received a new-hire grant when he joined the Company in February 2018 as described further below.

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(4)	Includes Mr. Mackay's 2018 annual equity grant that he received in connection with his Base Role that vests pro-rata over a three-year period beginning on the first anniversary of the date of grant. Mr. Mackay also received a one-time grant upon the completion of his TA Interim Role, as described further below.

(5)	Ms. Bruder's award included a one-time amount of $250,000 that was awarded as a result of the updated benchmarks for our peer group in the market and industries in which we compete for talent and took into account internal pay parity.

(6)	When Messrs. Oros and Baskaran left the Company, they forfeited all unvested equity, which included 100% of the equity grants they received in 2018 along with other unvested equity from previous grants.

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We structure our pay to consist of both fixed and variable compensation for our employees. The fixed (or salary) portion of compensation is designed to provide a steady income regardless of our financial performance or the performance of our stock price so that executives do not feel pressured to focus exclusively on our financial performance or our stock price performance to the detriment of other important business metrics. The variable (cash short-term incentive and equity-based long-term incentive) portions of compensation are designed to reward both short- and long-term financial performance.

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For short-term performance, our annual Bonus Programs are intended to provide annual cash payments that are awarded based on achievement of earnings goals that are based on the operational and financial metrics applicable to each executive officer and are established by the Compensation Committee. In addition, the maximum payout percentage for the performance metrics for the NEO bonuses was subject to a cap of 200% of their target awards.

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For long-term performance, our 2018 equity grants were comprised of stock options and time-based RSUs that vest over a three-year period. We believe these equity grants provide incentive for executives and other employees who receive these grants to focus on long-term fundamentals and create long-term stockholder value. In addition, in 2018 we granted PRSUs that are eligible to vest on January 1, 2021, subject to the Company achieving a certain level of non-GAAP earnings per share during 2020. We believe these grants added an additional performance-based component that requires the long-term growth of our Company over a three-year period in order to vest and provides an upside reward for significant long-term growth in Non-GAAP EPS.

•	We have a Clawback Policy that allows us to recoup certain compensation and awards paid to our NEOs in certain circumstances in the event that there is a material restatement of our financial results.

•	Our Insider Trading Policy does not permit margining, pledging, hedging, short sales of or trading options related to our stock by any director, officer or employee.

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We have stock ownership guidelines requiring our CEO to own an amount of our equity with a value equal to five times (5X) his base salary, each of our NEOs other than the CEO to own an amount of our equity with a value equal to three times (3X) such NEO’s base salary and each of our directors to own an amount of our equity with a value equal to four times (4X) such director’s annual retainer (which is being increased as of the date of this annual meeting to five times (5X) such director's annual retainer).

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(1)	Messrs. Athwal, Oros and Baskaran received a prorated base salary in 2018. Mr. Athwal joined the Company in February 2018, and Messrs. Oros and Baskaran ceased serving as employees in December and August 2018, respectively.

(2)

The amount shown for Mr. Palmer reflects a bonus he received in 2018 in conjunction with him serving as our Principal Financial and Accounting Officer from November 1, 2017 to February 20, 2018. When each of Messrs. Clendening and Baskaran joined our Company in 2016 and 2017, respectively, they were guaranteed a pro-rated amount of their annual target bonus as an inducement to join our Company, and the information shown in the table for each of Messrs. Clendening and Baskaran for those years reflects that guaranteed bonus payment.

(3)

The dollar amount for stock and option awards, which consists of time-based RSUs, PRSUs and options, is the aggregate grant date fair value computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. The grant date fair value for the PRSUs is based on the probable outcome of the vesting conditions as of the grant date. These amounts reflect the Company’s accounting expense and may not correspond to the actual value that will be realized by the NEO. Assumptions used in the valuation of stock and option awards granted in 2018 are discussed in “Note 13: Stock-Based Compensation" of the Notes to Consolidated Financial Statements (Part II, Item 8) in our Annual Report on Form 10-K for the year ended December 31, 2018. The maximum value of the PRSUs is two-times target for Messrs. Clendening, Athwal, Stevenson and Ms. Bruder, or $2,100,000, $499,996, $399,984, and $424,992, respectively. When Messrs. Oros and Baskaran left the Company, they forfeited all unvested equity, which included all of the equity grants shown for 2018 and the portions of equity grants for previous years that had not yet vested.

(4)

Includes amounts earned in 2018 under the 2018 Executive Bonus Program and paid in 2019. While Mr. Athwal was guaranteed a minimum payment of his pro-rata target bonus pursuant to his employment agreement, the actual amounts earned under the 2018 Executive Bonus Program exceeded the target, and the amounts included reflect the achievement of the applicable performance metrics under the 2018 Executive Bonus Program. Messrs. Oros and Baskaran did not serve in their roles for all of 2018 and were not eligible to receive payment under the 2018 Executive Bonus Program.

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(5)	All other compensation in 2018 consists of the following:

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(1)

Represents the range of possible cash payouts under the Bonus Programs, with the target amount for Mr. Athwal reflecting a pro-rated target cash bonus. Actual amounts earned, as determined by the Compensation Committee in the first quarter of 2019, are reflected in the 2018 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. Because Mr. Athwal was guaranteed payment of this 2018 prorated annual target bonus under his employment agreement that he entered into when the joined the Company in February 2018, the minimum payment he could have received for 2018 is the target amount shown.  See “Compensation Discussion and Analysis—Compensation Decisions Made in 2018—Annual Short-Term Incentive Plan/Bonus Payments" for additional information.

(2)	Represents PRSUs that are eligible to vest following a three-year performance period, beginning on January 1, 2018 and ending December 31, 2020, subject to the Company's achievement of a certain level of non-GAAP EPS for the calendar year 2020. See “Compensation Discussion and Analysis—Compensation Decisions Made in 2018—Long-Term Equity Grants” for additional information.

(3)

The dollar amount for stock awards (which consists of time-based RSUs and PRSUs) and option awards is the aggregate grant date fair value computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. These amounts reflect the Company’s accounting expense and may not correspond to the actual value that will be realized by the NEO. Assumptions used in the valuation of stock and option awards granted in 2018 are discussed in “Note 13: Stock-Based Compensation" of the Notes to Consolidated Financial Statements (Part II, Item 8) in our Annual Report on Form 10-K for the year ended December 31, 2018.  See “Compensation Decisions Made in 2018—Annual Long-Term Equity Grants" for additional information.

(4)

Mr. Mackay was entitled to separate bonuses under our 2018 Bonus Programs for his service in the Base Role and for his service in the Interim Roles. The bonus threshold, target and maximum reflects the combination of the Mackay Base Bonus and the Mackay Interim Bonus. The Mackay Interim Bonus is pro-rated for the number of days in which he served in the Interim Roles. See Compensation Discussion and Analysis—“Compensation Decisions Made in 2018—Annual Short-Term Incentive Plan/Bonus Payments" for additional information.

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(1)

Consists of time-based RSUs and option awards. Other than the awards to Messrs. Clendening and Mackay described in footnotes three and five, respectively, below, the awards granted prior to 2018 vest over a three-year period, with 33.33% vesting on the first anniversary of the date of grant and approximately 16.67% vesting at the end of each six-month period such that the awards will be fully vested at end of three years. Awards granted in 2018 vest pro-ratably over a three-year period.

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(2)	The market value of unvested time-based RSUs and PRSUs is based on the closing price of our common stock on December 31, 2018, which was the last trading day of 2018, of $26.64 per share.

(3)	Represents a stock option award issued to Mr. Clendening, 15% of which vested on April 4, 2016, 33.33% vested on April 4, 2017 and 16.67% of which vested on October 4, 2017. Approximately 16.67% will vest at the end of each six-month period following October 4, 2017, such that the option will be fully vested on April 4, 2019.

(4)

These PRSUs are eligible to vest following a three-year performance period, beginning on January 1, 2018 and ending December 31, 2020, based on our achievement of a certain level of Non-GAAP EPS for 2020. We have assumed that if the performance criteria for these awards were determined on December 31, 2018 (instead of December 31, 2020), the threshold for the vesting of these awards would not have been met and none of the PRSUs would have vested. Thus, amounts reported in this table are reported at the threshold level of achievement. The actual number of PRSUs that will vest is between 0% and 200% of the target number of PRSUs based on the Company’s achievement of non-GAAP EPS for 2020 and may be more or less than the amounts shown. See the 2018 Grants of Plan-Based Awards table for the target and maximum number of shares that could vest.

(5)	Represents time-based RSUs that vest in full on the second anniversary of the date of grant.

(6)	Mr. Oros ceased employment with the Company on December 31, 2018 and continued to have outstanding unvested equity through that date.

(7)	Mr. Baskaran had no outstanding equity awards as of December 31, 2018. All unvested equity awards were forfeited when Mr. Baskaran ceased employment with the Company.

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(1)	The value realized on exercise was calculated by multiplying the number of shares of underlying stock by the difference between the market price of the Company’s common stock per share upon exercise and the exercise price per share.

(2)	The value realized on vesting was calculated by multiplying the number of shares acquired upon the vesting of RSUs by the closing price of the Company’s common stock per share on the vesting date.

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•	a termination date of December 31, 2018;

•	each NEO would receive payments in accordance with each of their employment agreements or the Company's severance plan in the case of Mr. Palmer;

•	valuations for equity are based on the closing price for our stock on December 31, 2018, which was the last trading day of 2018, of $26.64;

•	each NEO set forth below had received all of his or her base salary earned during 2018;

•	each NEO set forth below was entitled to, but had not yet been paid, the 2018 annual bonus plan payment that they received in February 2019 (because the assumed termination date is December 31, 2018); and

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(1)	Pursuant to the terms of each of their employment agreements, each of the NEOs, excluding Mr. Palmer, would be entitled to receive six months of base pay in the event of a termination due to their disability. Mr. Palmer does not have an employment agreement and would not be entitled to any additional disability benefits outside of the disability insurance plan available to all employees.

(2)

Pursuant to the terms of each of their employment agreements regarding payments to be made upon death, Mr. Clendening would be entitled to receive six months of base pay and the other NEOs, excluding Mr. Palmer, would be entitled to receive three months of base pay. Mr. Palmer does not have an employment agreement and would not be entitled to any additional benefits outside of the life insurance plan available to all employees.

(3)	Amounts reported represent the severance amount payable to each NEO under the terms of their respective employment agreements as described in more detail below.

(4)	Reflects the actual bonus earned for 2018 under the Bonus Programs. As of December 31, 2018, this amount had been earned but not yet paid.

(5)	Amounts reported are based on the estimated COBRA costs for 18 months for Mr. Clendening and 12 months for Messrs. Athwal, Mackay, Stevenson and Ms. Bruder.

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(6)

Each of the NEOs, excluding Mr. Palmer, would receive accelerated vesting of their outstanding time-based RSUs and options in the event of a change of control pursuant to the terms of their employment agreements, which are described below. Mr. Palmer's time-based RSUs and the PRSUs for the NEOs, excluding Mr. Clendening, would be accelerated upon a change of control in accordance with our 2015 Plan, as described below. Mr. Clendening's PRSUs would vest in accordance with the terms of his employment agreement, as described below.

(7)	In the event of death or disability, each of the NEOs, would receive accelerated vesting of the time-based RSUs, PRSUs and options that were granted in 2018. PRSUs would vest at target levels of achievement. Awards made prior to 2018 would not automatically accelerate in the event of an NEO's death or disability unless determined by the Compensation Committee in accordance with the 2015 Plan.

•	Messrs. Athwal and Stevenson and Ms. Bruder would receive:

◦	severance benefits of a one-time lump sum payment equal to one times his or her then-current annual salary;

◦	any unpaid portion of his or her bonus to the extent earned; and

◦	a lump sum payment equal to 12 months of COBRA insurance benefits.

◦	severance benefits of a one-time lump sum payment equal to 1.5 times his then-current salary and 1.5 times his then target bonus amount;

◦	any unpaid portion of his bonus to the extent earned; and

◦	a lump sum payment equal to 18 months of COBRA insurance benefits.

◦	if the termination is prior to December 31, 2019:

▪	severance benefits of a one-time lump sum payment equal to two times the salary he receives for his Base Role

▪	any unpaid pro-rata portion of his target bonus amount for his Base; and

▪	a lump sum payment equal to 12 months of COBRA insurance benefits; or

◦	if the termination is after December 31, 2019:

▪	severance benefits of a one-time lump sum payment equal to one times his then-current annual salary; and

▪	a lump sum payment equal to 12 months of COBRA insurance benefits.

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•	the NEOs, excluding Mr. Palmer, would each receive:

◦	severance benefits of a one-time lump sum payment equal to one times each of their base salary and one times each of their target bonus amount;

◦	any unpaid portion of his or her bonus to the extent earned; and

◦	12 months of COBRA premiums.

•	Mr. Clendening would receive:

◦	severance benefits of a one-time lump sum payment equal to two times his base salary and two times his target bonus amount;

◦	any unpaid portion of his bonus to the extent earned; and

◦	18 months of COBRA premiums.

•	Each NEO, excluding Mr. Palmer, would also receive full acceleration of all unvested time-based equity awards (and, for Mr. Clendening, performance-based equity awards) and an extended post-termination exercise period for the executive's options of the earlier of the original expiration date of the award or 24 months for Mr. Clendening and 12 months for the other NEOs.

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•

If the change of control is a company transaction in which awards, other than performance shares and performance units, could be converted, assumed, substituted for or replaced by the successor company, then, to the extent that the successor company converts, assumes, substitutes for, or replaces such awards, the vesting restrictions and forfeiture provisions applicable to such awards will not be accelerated or lapse, and all such vesting restrictions and forfeiture provisions will continue with respect to any shares of the successor company or other consideration that may be received with respect to such awards. To the extent such outstanding awards are not converted, assumed, substituted for, or replaced by the successor company, such awards will become fully vested and exercisable or payable, and all applicable restrictions or forfeiture provisions will lapse, immediately prior to the change of control. Such awards will then terminate at the effective time of the change of control.

•

If the change of control is not a company transaction in which awards, other than performance shares and performance units, could be converted, assumed, substituted for, or replaced by the successor company, all outstanding awards, other than performance shares and performance units, will become fully vested and exercisable or payable, and all applicable restrictions or forfeiture provisions will lapse, immediately prior to the change of control. Such awards will then terminate at the effective time of the change of control.

•

an acquisition by any individual, entity or group of beneficial ownership of 40% or more of either (a) the then outstanding shares of common stock or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (generally excluding any acquisition directly from the Company, any acquisition by the Company, any acquisition by any employee benefit plan of the Company or a related company, or an acquisition pursuant to certain related party transactions);

•	a change in the composition of the Board during any two-year period such that the incumbent Board members cease to constitute at least a majority of the Board (not including directors whose election, or nomination for election by stockholders, was approved by a majority of the incumbent Board); or

•	consummation of a company transaction, which is generally defined as a merger or consolidation, a sale of all of the Company’s outstanding voting securities, or a sale, lease or other transfer of all or substantially all of the assets of the Company, unless (a) after such transaction the beneficial owners of common stock and

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(1)

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by such person that are currently exercisable or will become exercisable within 60 days of March 26, 2019, if any, or RSUs held by such person that vest within 60 days of March 26, 2019, if any, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person.

(2)	Based on information contained in a Schedule 13G/A filed with the SEC on January 24, 2019, by BlackRock, Inc. BlackRock, Inc. reported it had sole voting power as to 6,724,799 shares and sole dispositive power as to 6,822,668 shares.

(3)

Based on information contained in Schedule 13G/A filed with the SEC on February 12, 2019, each of Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP shares voting power as to 5,859,903 shares and has shared dispositive power as to 6,624,818 shares; and Wellington Management Company LLP shares voting power as to 5,170,085 shares and has shared dispositive power as to 5,646,997 shares.

(4)	Based on information contained in a Schedule 13G/A filed with the SEC on February 11, 2019, by The Vanguard Group. (“Vanguard”). Vanguard reported it had sole voting power as to 84,303 shares, shared voting power as to 9,996 shares, sole dispositive power as to 4,965,135 shares, and shared dispositive power as to 89,573 shares.

(5)

Based on information contained in a Schedule 13G/A filed with the SEC on February 8, 2019, by Dimensional Fund Advisors LP and its subsidiaries (“Dimensional”). Dimensional is an investment adviser/manager to certain funds and as investment adviser/manager, Dimensional possesses investment and/or voting power of the securities of the funds and may be deemed to be the beneficial owner of the shares held by the funds. Dimensional disclaims beneficial ownership of the shares held by the funds. Dimensional reported it had sole voting power as to 3,329,097 shares and sole dispositive power as to 3,443,296 shares.

(6)	Based on information contained in a Schedule 13G filed with the SEC on February 12, 2019, by Renaissance Technologies, LLC. Renaissance Technologies, LLC reported it had sole voting power as to 2,670,600 shares and sole dispositive power as to 2,670,600 shares.

(7)

Based on information contained in Schedule 13G filed with the SEC on January 16, 2019 jointly by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation. First Trust Portfolios L.P. acts as sponsor of certain unit investment trusts that holds shares of the Company. First Trust Advisors L.P., an affiliate of First Trust Portfolios L.P., acts as a portfolio supervisor of the unit investment trusts sponsored by First Trust Portfolios L.P., certain of which hold shares of the Company. Neither First Trust Portfolios L.P., First Trust Advisors L.P. nor The Charger Corporation have the power to vote the shares of the Company held by these investment trusts sponsored by First Trust Portfolios L.P. Each of First Trust Portfolios L.P., First Trust Advisors L.P, and The Charger Corporation disclaims beneficial ownership of the shares included in the Schedule 13G. First Trust Advisors L.P. and The Charger Corporation share voting power as to 2,397,154 shares and share dispositive power as to 2,414,513 shares. First Trust Portfolios L.P. has shared dispositive power as to 17,359 shares.

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