PRELIMINARY COPY – SUBJECT TO COMPLETION – DATED MARCH 24, 2023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.    )

Check the appropriate box  

AVANTAX, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

3200 Olympus Boulevard, Suite 100,
Dallas, Texas 75019

[●], 2023

Dear Fellow Stockholder:

You are cordially invited to attend our 2023 annual meeting of stockholders (including any adjournments, postponements or continuations thereof, our “Annual Meeting”) on [●], 2023 at [●] [a./p.]m. Central Daylight Time, which will be held in a virtual meeting format via a live webcast. Included with this letter are the Notice of Annual Meeting of Stockholders, a proxy statement detailing the business to be conducted at the Annual Meeting and a proxy card.

The matters to be voted on at the Annual Meeting are: (i) the election of nine directors to our board of directors (our “Board”); (ii) the ratification, on an advisory (non-binding) basis, of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023; (iii) the approval, on an advisory (non-binding) basis, of our named executive officer compensation; (iv) on an advisory (non-binding) basis, the frequency of the advisory vote on named executive officer compensation; (v) the approval of an amendment to the Avantax, Inc. 2016 Employee Stock Purchase Plan, as amended, to increase the number of shares available for issuance to plan participants; and (vi) the adoption of an amendment to our Restated Certificate of Incorporation, as amended, to provide for the exculpation of certain of our officers, as permitted by recent amendments to the Delaware General Corporation Law.

Our Board recommends that you vote in accordance with our Board’s recommendation on each of these proposals on the enclosed proxy card.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible so that your shares are represented. We urge you to vote TODAY by completing, signing and dating the enclosed proxy card and promptly mailing it in the postage pre-paid envelope provided or following the instructions on the enclosed proxy card to vote via the Internet or by telephone. Returning your proxy card will not prevent you from attending the Annual Meeting but will ensure that your vote is counted if you are unable to attend.

We encourage you to read more about our Board, our strong corporate governance practices and our named executive officer compensation programs throughout the accompanying proxy statement. We are grateful for your support of our Company and our Board and thank you in advance for voting promptly.

PRELIMINARY COPY – SUBJECT TO COMPLETION – DATED MARCH 24, 2023

3200 Olympus Boulevard, Suite 100,
Dallas, Texas 75019

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on [●], 2023 

TO THE STOCKHOLDERS:

Notice is hereby given that our 2023 annual meeting of stockholders (including any adjournments, postponements or continuations thereof, our “Annual Meeting”) of Avantax, Inc., a Delaware corporation formerly known as Blucora, Inc. (the “Company”), will be held on [●], 2023 at [●] [a./p.]m. Central Daylight Time, which will be held in a virtual meeting format via a live webcast for the following purposes:

These items of business are more fully described in the proxy statement accompanying this Notice. We also will transact any other business that may properly come before the Annual Meeting, but we are not aware of any such additional matters.

The Annual Meeting will be held in a virtual format. You may register to attend the Annual Meeting by accessing https://www.[●].

Our Board has fixed the close of business on [●], 2023 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. Such stockholders are urged to submit the enclosed proxy card, even if their shares were sold after such date.

YOUR VOTE IS VERY IMPORTANT. It is important that your voice be heard and your shares be represented at the Annual Meeting whether or not you are able to attend. We urge you to vote TODAY by completing, signing and dating the enclosed proxy card and promptly mailing it in the postage pre-paid envelope provided or following the instructions on the enclosed proxy card to vote via the Internet or by telephone. Please submit the proxy card as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Additionally, we hope that you can attend the Annual Meeting. If you are the beneficial owner of your shares (that is, you hold your shares in “street name” through an intermediary such as a broker, bank or other nominee), you will receive instructions from your broker, bank or other nominee as to how to vote your shares or submit a proxy to have your shares voted. WE URGE YOU TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE TO VOTE YOUR SHARES “FOR” THE ELECTION OF EACH OF OUR BOARD’S NOMINEES UNDER PROPOSAL 1, “FOR” PROPOSALS 2, 3, 5 AND 6 AND FOR “1 YEAR” ON PROPOSAL 4 ON THE ENCLOSED PROXY CARD.

If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:

509 Madison Avenue, 12th Floor

New York, New York 10022

Stockholders Call Toll-Free: (800) 662-5200

Brokers and Banks Call Toll-Free: (203) 658-9400
Email: AVTA.info@morrowsodali.com

TABLE OF CONTENTS

Page

PROXY STATEMENT

 for

 2023 ANNUAL MEETING OF STOCKHOLDERS OF AVANTAX, INC.

 [●], 2023

This proxy statement (including all appendices attached hereto, this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (our “Board” or “Board of Directors”) of Avantax, Inc., a Delaware corporation formerly known as Blucora, Inc. (the “Company” or “Avantax”), for use at our 2023 annual meeting of stockholders (including any adjournments, postponements or continuations thereof, our “Annual Meeting”). Unless the context otherwise requires, references in this Proxy Statement to “Avantax,” the “Company,” “we,” “us,” “our” and similar terms refer to Avantax, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON [●], 2023: THIS PROXY STATEMENT AND THE ACCOMPANYING FORM OF PROXY ARE FIRST BEING SENT OR GIVEN TO THE COMPANY’S SECURITY HOLDERS OF RECORD ON [•], 2023.

PROXY STATEMENT SUMMARY

This summary is included to provide an introduction and overview of the information contained in this Proxy Statement. This is a summary only and does not contain all of the information we have included in this Proxy Statement. You should refer to the full Proxy Statement for more information about us and the proposals you are being asked to consider. For more complete information regarding our 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2023.

Information About the Annual Meeting of Stockholders

Our Board is soliciting proxies for the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible so that your shares are represented. We urge you to vote TODAY by completing, signing and dating the enclosed proxy card and promptly mailing it in the postage pre-paid envelope provided or following the instructions on the enclosed proxy card to vote via the Internet or by telephone. Returning your proxy card will not prevent you from voting at the Annual Meeting but will ensure that your vote is counted if you are unable to attend.

*The Annual Meeting will be held in a virtual format. If you plan to participate in the meeting, please see “Questions and Answers about the Proxy Materials and Voting” on page 10. Stockholders will be able to attend, vote and submit questions (both before and for a portion of the meeting) from any location via the Internet. You may register to attend the Annual Meeting virtually by accessing https://www.[●].

Proposals and Board Recommendations for Voting

Proposal 1 – Election of Directors

Our Board is currently comprised of 11 directors. As we have previously disclosed, Steven Aldrich and Mary S. Zappone notified the Company on December 19, 2022 of their intention not to stand for reelection at the Annual Meeting. Our Board has since adopted resolutions reducing the size of our Board from 11 to nine directors, effective as of the Annual Meeting. Accordingly, you are being asked to elect Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Georganne C. Proctor, Karthik Rao, Jana R. Schreuder and Christopher W. Walters (collectively, our “Director Nominees”) to serve on our Board until our 2024 annual meeting of stockholders (our “2024 Annual Meeting”), until their successors are duly elected and qualified or until their earlier death, resignation or removal.

Information regarding our Director Nominees is set forth below. For additional information concerning this proposal and our Director Nominees, see “Proposal One—Election of Directors” on page 40, and for additional information regarding our directors, see “Information Regarding our Board of Directors” on page 18.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH NOMINEE ON THE ENCLOSED PROXY CARD. 

Proposal 2 – Advisory Vote on Auditor Ratification

We are asking you to ratify, on an advisory (non-binding) basis, the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2023. Although a stockholder vote for this appointment is not required by law and is not binding on us, the Audit Committee will take your vote on this proposal into consideration when appointing or making changes to our independent registered public accounting firm in the future.

For additional information concerning this proposal, see “Proposal Two—Ratification, on an Advisory (Non-Binding) Basis, of the Appointment of Our Independent Registered Public Accounting Firm” on page 52, and for information concerning the fees we paid to EY during 2022 and 2021, see “Fees Paid to Independent Registered Public Accounting Firm for 2022 and 2021” on page 62.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE RATIFICATION, ON AN ADVISORY (NON-BINDING) BASIS, OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023 ON THE ENCLOSED PROXY CARD. 

Proposal 3 – Approval of Our Named Executive Officer Compensation

We are asking you to approve, on an advisory (non-binding) basis, our NEO compensation for 2022, as disclosed in “Compensation Discussion and Analysis” and the accompanying compensation tables and related narrative discussion beginning on page 67. We believe that our NEO compensation program described throughout our “Compensation Discussion and Analysis” reflects an overall pay-for-performance culture that aligns the interests of our executives with those of our stockholders. Our compensation programs are designed to provide a competitive level of compensation to attract, motivate and retain talented and experienced executives and to reward our NEOs for the achievement of short- and long-term strategic and operational goals and increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. As a result of our extensive stockholder engagement in connection with and following our 2021 annual meeting of stockholders (our “2021 Annual Meeting”), which is described further below, the Compensation Committee of our Board (the “Compensation Committee”) made significant changes to our 2022 executive compensation program in response to stockholder feedback. In addition, we have implemented a number of executive compensation best practices and policies over the last few years that we believe reflect sound governance and promote the long-term interests of our stockholders.

For additional information concerning this proposal, see “Proposal Three—Approval, on an Advisory (Non-Binding) Basis, of Our Named Executive Officer Compensation” beginning on page 53. In addition, please see the information set forth in “Compensation Discussion and Analysis” and the accompanying compensation tables and related narrative discussion beginning on page 67, including the highlights of our 2022 executive compensation information included under “Executive Summary.”

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF OUR NEO COMPENSATION ON THE ENCLOSED PROXY CARD. 

Proposal 4 – Advisory Vote on the Frequency of the Advisory Vote on Our Named Executive Officer Compensation

We are asking you to vote, on an advisory (non-binding) basis, on the frequency of the advisory vote on our NEO compensation to determine whether such vote should be held every one, two or three years. Our Board continues to believe that a frequency of every one year for the advisory vote on our NEO compensation is the most appropriate choice for conducting and responding to a “say-on-pay” vote for the Company.

For additional information concerning this proposal, see “Proposal Four—Vote, On an Advisory (Non-Binding) Basis, on the Frequency of the Advisory Vote on our NEO Compensation” beginning on page 54.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “ONE YEAR” ON THE ENCLOSED PROXY CARD. 

Proposal 5 – Approval of an Amendment to the Avantax, Inc. 2016 Employee Stock Purchase Plan

We are asking you to approve an amendment (the “ESPP Amendment”) to the Avantax, Inc. 2016 Employee Stock Purchase Plan (as amended, restated, amended and restated, supplemented or otherwise modified and in effect prior to the ESPP Amendment, the “ESPP”), which has been recommended by the Compensation Committee and approved by our Board, subject to and effective upon stockholder approval. The ESPP Amendment would increase the number of shares authorized to be issued under the ESPP by an additional 500,000 shares of Common Stock. Our Board recommends approval of the ESPP Amendment so the Company can continue to offer its eligible employees an opportunity to increase their proprietary interest in the Company and participate in the success of the Company by purchasing shares of Common Stock through payroll deductions on favorable terms. Our Board believes that the ESPP promotes the interests of the Company and our stockholders by encouraging employees of the Company to become stockholders, thereby aligning employee interests with our growth and success. Our Board also believes that the opportunity to acquire a proprietary interest in the Company through the acquisition of shares of Common Stock pursuant to the ESPP is an important aspect of our ability to attract and retain highly qualified and motivated employees.

For additional information concerning this proposal, see “Proposal Five—Approval of an Amendment to our 2016 Employee Stock Purchase Plan” beginning on page 55. The complete text of the ESPP and the ESPP Amendment are each attached to this Proxy Statement as Appendix A.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE APPROVAL OF AN AMENDMENT TO OUR 2016 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED, TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE TO PLAN PARTICIPANTS ON THE ENCLOSED PROXY CARD. 

Proposal 6 – Adoption of an Amendment to Our Restated Certificate of Incorporation

We are asking you to adopt an amendment (the “Charter Amendment”) to our Restated Certificate of Incorporation, as amended (our “Charter”). Our Board has approved and adopted the Charter Amendment and has recommended that our stockholders adopt the Charter Amendment. The Charter Amendment provides for the elimination or limitation of monetary liability of certain executive officers of the Company for breach of the fiduciary duty of care, as permitted by recent amendments to Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Our Board believes that the Charter Amendment promotes the interests of the Company and our stockholders by bolstering the Company’s ability to attract and retain highly qualified and motivated executives in the face of competitive pressures in its relevant labor markets, discouraging frivolous lawsuits and potentially decreasing the cost of directors’ and officers’ insurance in the future.

For additional information concerning this proposal, see “Proposal Six—Adoption of an Amendment to Our Restated Certificate of Incorporation to Provide for the Exculpation of Certain of Our Officers as Permitted by Delaware Law” beginning on page 59.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ADOPTION OF THE CHARTER AMENDMENT TO PROVIDE FOR THE EXCULPATION OF CERTAIN OF OUR OFFICERS, AS PERMITTED BY RECENT AMENDMENTS TO THE DGCL ON THE ENCLOSED PROXY CARD. 

Board and Corporate Governance Highlights

We are committed to sound corporate governance in order to promote the long-term interests of our stockholders, strengthen Board and management accountability and continue to build public trust in our Company. Our governance framework is described throughout this Proxy Statement and includes the following highlights:

In addition, we believe that many of our compensation practices reflect sound corporate governance. See “Compensation Discussion and Analysis” on page 67 for additional information. 

Board Skills, Background and Core Competencies

The Nominating and Governance Committee regularly evaluates the skills, qualifications and competencies identified as important for directors to provide effective oversight to our Company. See the section “Information Regarding Our Board of Directors—Board Skills, Background and Core Competencies” on page 19 for additional information.

Board Diversity and Inclusion

We are committed to fostering an environment of diversity and inclusion, including among our Board members. See the section “Information Regarding Our Board of Directors—Board Diversity and Inclusion” on page 21 for additional information.

Financial and Business Information

Business Overview

Avantax delivers tax-focused wealth management solutions for financial professionals, tax professionals and CPA firms, supporting our goal of minimizing clients’ tax burdens through comprehensive tax-focused financial planning. We have two distinct, but related, models within our business: the independent financial professional model and the employee-based model. We refer to our independent financial professional model as Avantax Wealth Management®. Avantax Wealth Management offers services through its registered broker-dealer, registered investment advisor (“RIA”) and insurance agency subsidiaries and is a leading U.S. tax-focused independent broker-dealer that works with a nationwide network of financial professionals operating as independent contractors. We refer to our employee-based model as Avantax Planning Partners℠. Avantax Planning Partners offers services through its RIA and insurance agency by partnering with CPA firms to provide their consumer and small-business clients with holistic financial planning and advisory services. 

Divestiture of Tax Software Business

On October 31, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with TaxAct Holdings, Inc. (f/k/a Avantax Holdings, Inc.), Franklin Cedar Bidco, LLC (the “Buyer”) and, solely for purposes of certain provisions thereof, DS Admiral Bidco, LLC, pursuant to which we agreed to sell our tax software business to the Buyer for an aggregate purchase price of $720.0 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement (the “TaxAct Sale”). The TaxAct Sale closed on December 19, 2022. In connection with the TaxAct Sale, we entered into a Transition Services Agreement with the Buyer pursuant to which each party agreed to provide the other with certain transition services for an initial period ending on June 19, 2023 with optional subsequent renewal periods. The TaxAct Sale allowed us to become a pure-play wealth management company.

Financial Performance

Stockholder Engagement

Our Board and management value the perspectives of investors, and the Company has a robust stockholder engagement program in place. Following our 2021 Annual Meeting, at which we received the support of 20.4% of the votes cast in our say-on-pay vote, we undertook robust stockholder engagement efforts to listen to investor concerns about our NEO compensation program, and we took actions for our 2022 program to directly respond to the feedback we received. At our 2022 annual meeting of stockholders (our “2022 Annual Meeting”), we were pleased to receive the support of approximately 90% of the votes cast in our say-on-pay vote, a high level of support consistent with years prior to our 2021 Annual Meeting.

Following the November 1, 2022 announcement of the TaxAct Sale, we engaged with stockholders regarding the return of capital. Based on stockholder feedback, we determined to return capital to stockholders both through a “Dutch auction” tender offer in the first quarter of 2023 and in open market purchases over time.

We listen carefully to the perspectives of our stockholders, and the feedback we have received over the past two years have informed several recent, key changes, including changes to our Board’s composition, our NEO compensation program and enhancements to our governance and social and environmental responsibility disclosures. For additional information concerning the Company’s stockholder engagement program, the feedback received and the actions our Board has taken that have been informed by stockholder feedback, see “Stockholder Engagement” on page 39.

Commitment to Sustainability

At Avantax, we believe that a sustainable business strategy that integrates environmental, social and governance (“ESG”) considerations is vital to driving the long-term growth of our business. To that end, Avantax is committed to conducting its business in a manner aligned with a strong ESG framework that benefits our employees, communities, customers and stockholders. This commitment starts at the top of our organization. Our Board and other senior leaders are invested in this topic and regularly engage with our stockholders and other stakeholders to understand their perspectives and priorities. Though we have made meaningful progress to date, we will continue to evaluate our ESG strategy to help ensure that we are focused on the issues that are most impactful to our business and our stakeholders.

ESG Oversight. Our Board provides active oversight on the ESG issues most relevant to Avantax. Within our Board framework, our Nominating and Governance Committee is responsible for providing oversight over our ESG strategy, practices and communications, while the Compensation Committee oversees matters related to human capital management and diversity, equity and inclusion (“DE&I”). In 2023, we intend to establish a formal ESG Committee at the management level, consisting of an empowered cross-functional team to help guide our ESG strategy, oversee the execution of ESG initiatives throughout the company and provide regular updates to our executive leadership team and our Board.

The Pillars of our ESG Program. Over the last year, we engaged an independent advisory firm that specializes in advising public companies on corporate governance and ESG strategy to assist us in developing our ESG program. We partnered with this firm to conduct an ESG materiality assessment to identify and prioritize the ESG issues that are most critical to Avantax. This comprehensive analysis enabled us to evaluate a wide array of ESG topics and stakeholder views to determine the focus areas that are both important to the long-term success of Avantax and priorities for our key stakeholders. To inform our analysis, we gathered input from internal business leaders and external subject matter experts, considered peer practices, evaluated investor-centric ESG standards, frameworks and ratings and incorporated the stated priorities of various institutional investors.

Based on this process, we identified and prioritized three ESG pillars, as shown below. While these pillars are the focus of our ESG program, we also understand—and confirmed in our assessment process—that these priorities are buttressed by strong corporate governance and risk management practices, including our strong, independent Board, our robust corporate governance profile, our focus on cybersecurity and data privacy and our attention to regulatory compliance.

For additional details on our Board and corporate governance practices, see “Information Regarding our Board of Directors” on page 18.

Key Accomplishments in 2022. As we matured our ESG program and transformed into a pure-play wealth management firm, our accomplishments in 2022 included:

We are actively engaged in developing these priorities and expect to share more with stockholders and other stakeholders in 2023.

QUESTIONS AND ANSWERS REGARDING VOTING PROCEDURES
AND OTHER INFORMATION

Questions and Answers about the Proxy Materials and Voting

These proxy materials are being furnished to you in connection with the solicitation of proxies by our Board for the Annual Meeting to be held on [●], 2023 at [●] [a./p.]m. Central Daylight Time.

Please carefully review, sign, date and return the enclosed proxy card in the postage-paid envelope provided, or follow the instructions on the proxy card to vote via the Internet or by telephone. Only the latest validly executed proxy that you submit will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. If you attend and validly vote at the Annual Meeting, your proxy will not be used.

All stockholders who owned shares of our Common Stock as of the close of business on March [•], 2023 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote the shares they owned as of the close of business on the Record Date.

As of the close of business on the Record Date, [●] shares of our Common Stock were outstanding and entitled to vote, and we had [●] stockholders of record. The number of stockholders of record does not include beneficial owners of our Common Stock who hold their shares in “street name.” 

Each stockholder is entitled to one vote for each share of Common Stock owned as of the close of business on the Record Date for each matter presented at the Annual Meeting (including one vote for each seat up for election at the Annual Meeting with respect to Proposal One—Election of Directors). Cumulative voting is not permitted in the election of directors.

Stockholders of record. Stockholders of record as of the Record Date may vote their shares or submit a proxy to have their shares voted by one of the following methods:

The Company is incorporated under Delaware law, which specifically permits electronically transmitted proxies, provided that each such proxy contains or is submitted with information from which the inspector of election can determine that such proxy was authorized by the stockholder. The electronic voting procedures provided for the Annual Meeting are designed to authenticate each stockholder by the use of a control number to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

If you have any questions or need assistance voting, please contact Morrow Sodali LLC (“Morrow Sodali”), our proxy solicitor assisting us in connection with the Annual Meeting. Stockholders may call toll-free at (800) 662-5200 or email at AVTA.info@morrowsodali.com. Brokers and banks may call toll-free at (203) 658-9400.

Beneficial Owners. If you were the beneficial owner of shares (that is, you held your shares in “street name” through an intermediary such as a broker, bank or other nominee) as of the Record Date, you will receive instructions from your broker, bank or other nominee as to how to vote your shares or submit a proxy to have your shares voted. In most cases, you will be able to do this by mail, via the Internet or by telephone. Alternatively, you may obtain a “legal proxy” from your broker, bank or other nominee and register in advance to attend the Annual Meeting at https://www.[●] prior to the deadline of [●], 2023 at [●] [a./p.]m. Central Daylight Time by following the instructions described below.

As discussed below, your broker, bank or other nominee may not be able to vote your shares on any matters at the Annual Meeting unless you provide instructions on how to vote your shares. You should instruct your broker, bank or other nominee how to vote your shares by following the directions provided by your broker, bank or other nominee.

If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services LLC (which may be referred to as “Computershare” in the materials you receive), you are considered the “stockholder of record” with respect to those shares, and we have sent this Proxy Statement directly to you.

If you hold your shares in an account with a broker, bank or other nominee, rather than of record directly in your own name, then the broker, bank or other nominee is considered the record holder of that stock. You are considered the beneficial owner of that stock, and your stock is held in “street name.” This Proxy Statement has been forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote your shares, and you are also invited to attend the Annual Meeting.

If you hold shares at a broker, bank or other nominee, it is important that you instruct your broker on how your shares should be voted. Your broker, bank or other nominee has enclosed a voting instruction form for you to use in directing your broker, bank or other nominee as to how to vote your shares. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. Notwithstanding the foregoing, the ratification of the appointment of a registered public accounting firm is considered a routine proposal, and brokers have discretion to vote on such matter (Proposal 2) even if no instructions are received from the “street name” holder. We urge you to instruct your broker, bank or other nominee, by following the instructions on the enclosed voting instruction form, to vote your shares in line with our Board’s recommendations on the voting instruction form.

A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has designated Marc Mehlman and Tabitha Bailey as the Company’s proxies for the Annual Meeting.

You can revoke your proxy or change your vote at any time prior to the Annual Meeting. Only your latest dated proxy will count.

If you are a stockholder of record who has properly executed and delivered a proxy, you may revoke your proxy at any time prior to the Annual Meeting by any of the following means:

Your attendance at the Annual Meeting will not revoke your proxy unless you specifically request it or you vote at the Annual Meeting. If your shares are held in “street name,” your broker, bank or other nominee should provide instructions explaining how you may change or revoke your voting instructions. In general, “street name” holders may change their vote at any time prior to 5:00 p.m. Eastern Daylight Time on the day before the Annual Meeting date. In the absence of a revocation, shares represented by proxies will be voted at the Annual Meeting.

Only the latest validly executed proxy that you submit will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. If you attend and validly vote at the Annual Meeting, your proxy will not be used.

Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the enclosed proxy card.

If your shares are held in more than one account, you will receive more than one proxy card, and in that case, you can and are urged to vote all of your shares by signing, dating and returning all proxy cards you receive from the Company in the postage-paid envelope provided. If you choose to vote by phone or via the Internet, please vote using each proxy card you receive to ensure that all of your shares are voted. Only your latest dated proxy for each account will count. Please sign each proxy card exactly as your name or names appear on the enclosed proxy card. For joint accounts, each owner should sign the proxy card. When signing as an executor, administrator, attorney, trustee, guardian or other representative, please print your full name and title on the enclosed proxy card.

If you have any questions or need assistance voting, please contact Morrow Sodali. Stockholders may call toll-free at (800) 662-5200 or email at AVTA.info@morrowsodali.com. Brokers and banks may call toll-free at (203) 658-9400.

If your shares are registered in your name, you must sign and return a proxy card in order for your shares to be voted, unless you vote via the Internet or by telephone, or attend and vote at the Annual Meeting. If you provide specific voting instructions, your shares will be voted as you have instructed. If you validly execute and date the proxy card and do not indicate how your shares should be voted on any matter, your shares will be voted in accordance with our Board’s recommendations on that matter. We urge you to sign, date and return the enclosed proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the enclosed proxy card, whether or not you plan to attend the Annual Meeting.  

Our Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this Proxy Statement. If any other matter is presented at the Annual Meeting upon which a vote may be properly taken, shares represented by all proxy cards received by the Company will be voted with respect thereto at the discretion of the persons named as proxies on the enclosed proxy card.  

If your shares are held in “street name” (that is, held for your account by a broker, bank or other nominee), you will receive voting instructions from your broker, bank or other nominee. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. If you do not instruct your broker, bank or other nominee how to vote your shares, then, your broker, bank or other nominee will not be able to vote your shares with respect to Proposals 1, 3, 4, 5 or 6, but will be able to vote your shares with respect to Proposal 2. We urge you to instruct your broker, bank or other nominee, by following the instructions on the enclosed voting instruction form, to vote your shares in accordance with our Board’s recommendations on the voting instruction form, whether or not you plan to attend the Annual Meeting.    

A quorum must be present in order for business to be conducted at the Annual Meeting. For purposes of the Annual Meeting, a majority of our outstanding shares of Common Stock entitled to vote, present by means of remote communication or represented by proxy at the Annual Meeting, shall constitute a quorum. In the absence of a quorum, the chair of the meeting may adjourn the Annual Meeting without further notice. Abstentions, withhold votes and broker non-votes (if any) will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed within Avantax or to any third parties, except: (i) as necessary to meet applicable legal requirements, (ii) to allow for the tabulation and certification of votes or (iii) to facilitate a proxy solicitation.

Questions and Answers about the Items to Be Voted on at the Annual Meeting

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH NOMINEE UNDER PROPOSAL 1, “FOR” PROPOSALS 2, 3, 5 AND 6 AND FOR “1 YEAR” ON PROPOSAL 4 ON THE ENCLOSED PROXY CARD.

Broker non-votes occur when brokers do not have discretionary voting authority to vote certain shares held in “street name” on particular non-routine proposals and the beneficial owner of those shares has not instructed the broker to vote on those proposals. The ratification of the appointment of registered public accounting firm is considered a routine proposal, and brokers have discretion to vote on such matter even if no instructions are received from the “street name” holder. The other proposals that will be voted on at the Annual Meeting are considered non-routine proposals, so brokers will not have discretion to vote on such proposals unless instructions are received from the “street name” holder. Broker non-votes are not counted in the tabulations of the votes cast or present at the Annual Meeting and entitled to vote on any of the proposals to be voted on at the Annual Meeting, and therefore will have no effect on the outcome of the proposals.

Questions and Answers about Attending the Annual Meeting

The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting in person. As described above, you (or your authorized representative) are entitled to participate in the Annual Meeting if you were a stockholder of record as of the close of business on the Record Date or hold a legal proxy for the meeting provided by your broker, bank or other nominee. In order to attend the Annual Meeting, you (or your authorized representative) must register in advance at https://www.[●] prior to the deadline of [●], 2023 at [●] [a./p.]m. Central Daylight Time.

Registering to Attend the Annual Meeting—Stockholders of record. If you were a stockholder of record as of the close of business on the Record Date, you may register to attend the Annual Meeting by accessing https://www.[●] and entering the 11-digit control number provided on your proxy card. On the following screen, you should click on the link titled “Click here to pre-register for the online meeting” at the top of the page.

If you do not have your proxy card, you may still register to attend the Annual Meeting by accessing https://www.[●], but you will need to provide proof of ownership of shares of Common Stock as of the Record Date during the registration process. Such proof of ownership may include a copy of your proxy card received from the Company or a statement showing your ownership as of the Record Date.

Registering to Attend the Annual Meeting—Beneficial Owners. If you were the beneficial owner of shares (that is, you held your shares in “street name” through an intermediary such as a broker, bank or other nominee) as of the Record Date, you may register to attend the Annual Meeting by accessing https://www.[●] and providing evidence during the registration process that you beneficially owned shares of Common Stock as of the Record Date, which may consist of a copy of the voting instruction form provided by your broker, bank or other nominee, an account statement or a letter or legal proxy from such broker, bank or other nominee.

After registering, our tabulator, Corporate Election Services (“CES”), will send you a confirmation email prior to the Annual Meeting with a link and instructions for entering the virtual Annual Meeting.

Although the meeting webcast will begin at [●] [a./p.]m. Central Daylight Time on [●], 2023, we encourage you to access the meeting site prior to the start time to allow ample time to log into the meeting webcast and test your computer system. Accordingly, the Annual Meeting site will first be accessible to registered stockholders beginning at [●] Central Daylight Time on the day of the meeting. All stockholders who register to attend the Annual Meeting will receive an email prior to the Annual Meeting containing the contact details of technical support in the event they encounter difficulties accessing the virtual meeting or during the meeting. Stockholders are encouraged to contact technical support if they encounter any technical difficulties with the meeting webcast. In the event of any technical disruptions that prevent the chair from hosting the Annual Meeting within 30 minutes of the date and time set forth above, the meeting may be adjourned or postponed.

Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the enclosed proxy card. Additional information and our proxy materials can also be found at [●]. If you have any difficulty following the registration process, please call toll-free at (800) 662-5200 or email at AVTA.info@morrowsodali.com.

Unless a new record date is fixed, your proxy card will still be valid and may be used to vote your shares of Common Stock at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is used to vote your shares of Common Stock.

Stockholders as of the close of business on the Record Date who register, attend and participate in the Annual Meeting will have an opportunity to submit questions live via the Internet during a designated portion of the meeting. These stockholders may also submit a question in advance of the Annual Meeting by registering at https://www.[●] and following the instructions provided via email upon completing their registration. In both cases, stockholders must have available their control number provided on their proxy card or voting authorization form.

Questions and Answers about Miscellaneous Matters

We have retained CES to serve as inspector of election. In such capacity, CES will count and certify votes at the Annual Meeting.

The preliminary voting results will be announced at the Annual Meeting. Within four business days of the end of the Annual Meeting, the final results will be published in a Current Report on Form 8-K, which will be filed with the SEC and will also be available at https://investors.avantax.com. If final results are not available within four business days of the end of the Annual Meeting, preliminary results will be published in a Current Report on Form 8-K at that time, and the final results will be published in an amended Current Report on Form 8-K when they are available.

The Company’s list of stockholders as of the close of business on the Record Date will be available for inspection by the Company’s stockholders for at least ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting. If you want to inspect the stockholder list, please call the office of the Corporate Secretary at (972) 870-6400 to schedule an appointment during ordinary business hours.

No. Delaware law does not provide stockholders any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.  

The Company has adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one set of the proxy materials, unless one or more of these stockholders notifies the Company that they wish to receive individual copies. We believe this will provide greater convenience for stockholders, as well as cost savings for the Company by reducing the number of duplicate documents that are mailed. We also believe householding reduces the environmental impact of the Annual Meeting by reducing the number of duplicate documents that are printed. Stockholders who participate in householding will continue to receive separate proxy cards. Householding will not in any way affect your rights as a stockholder.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of our proxy materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Company if you hold your stock directly by mail at Avantax, Inc., c/o Corporate Secretary, 3200 Olympus Boulevard, Suite 100, Dallas, Texas 75019, by phone at (972) 870-6400 or by email at IR@Avantax.com. Alternatively, if you hold your stock in a brokerage account, please contact your broker. If you participate in householding and wish to receive a separate copy of our proxy materials, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Company or your broker.

We hereby undertake to deliver promptly, upon written or oral request, a copy of the proxy materials to a stockholder at a shared address to which a single copy of the proxy materials was delivered. Street name holders can request information about householding from their brokers, banks or other stockholders of record.

The Company is paying the costs of the solicitation of proxies. The Company has retained Morrow Sodali to assist in the distribution of proxy materials and the solicitation of proxies from individual stockholders as well as brokerage firms, fiduciaries, custodians and other similar organizations representing beneficial owners of shares of Common Stock for the Annual Meeting. In addition to solicitations by mail, the proxy solicitor and the Company’s directors, officers and employees, without additional compensation, may solicit proxies on the Company’s behalf in person, by phone or by electronic communication.

 If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

509 Madison Avenue, 12th Floor

New York, New York 10022

Stockholders Call Toll-Free: (800) 662-5200

Brokers and Banks Call Toll-Free: (203) 658-9400
Email: AVTA.info@morrowsodali.com

INFORMATION REGARDING OUR BOARD OF DIRECTORS

Director Information

Our Board is currently comprised of 11 members, including ten independent directors and one executive director. Steven Aldrich and Mary S. Zappone are currently directors, but in connection with the closing of the TaxAct Sale, they announced that they will not stand for reelection to our Board at the Annual Meeting. Our Board has adopted resolutions reducing the size of our Board from 11 to nine directors, effective as of the Annual Meeting. Of the nine members of our Board who will be up for reelection at the Annual Meeting, eight are independent and one is an executive officer.

Our Board’s committee structure currently consists of three standing committees that are all comprised of independent directors: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Our Board may also establish other ad hoc or sub-committees, the composition, number and membership of which our Board may revise from time to time, as appropriate.

The following table lists each of our current directors and sets forth the information about each of the committees of our Board.

Directors and Board Committees as of [●], 2023

(M = Committee Member; C = Committee Chair)

Board Skills, Background and Core Competencies

In recruiting and selecting Board candidates, the Nominating and Governance Committee takes into account the size of our Board and considers a skills matrix. This skills matrix helps the Nominating and Governance Committee determine whether a particular Board member or candidate possesses the skills and experiences that the Nominating and Governance Committee believes are important for the Company’s current and future business needs. The Nominating and Governance Committee also considers whether the candidate should be selected so that our Board maintains its diverse composition, with diversity reflecting gender, age, race, ethnicity, background, professional experience and perspectives.

Board Diversity and Inclusion

We are committed to fostering an environment of diversity and inclusion, including among our Board members. Therefore, in considering director nominees, the Nominating and Governance Committee considers candidates who represent a mix of backgrounds and a diversity of gender, age, race, ethnicity, background, professional experience and perspectives that enhance the quality of the deliberations and decisions of our Board, in the context of the needs of the structure of our Board at that point in time. Five of our 11 Board members are women, including four of our nine Director Nominees; three of our 11 Board members are racially or ethnically diverse, including three of our nine Director Nominees; and the ages of our Board members and our Director Nominees range from 49 to 66. Notably, two female directors will hold Board leadership positions, including the Chair of the Board, following the Annual Meeting.

Board Diversity Matrix as of [●], 2023

Board Oversight

Our Board is responsible for ensuring that our overall business strategy is designed to create long-term, sustainable value and growth for our stockholders. Our Board recognizes that we operate within a highly competitive and rapidly evolving industry and that our business must be capable of quickly adapting to meet the needs of our customers and clients. As a result, our Board maintains an active oversight role in helping management formulate, plan and implement Avantax’s strategy. While our Board is not responsible for the day-to-day management of the Company, our Board recognizes the importance of ongoing engagement and, accordingly, regularly reviews the alignment of our performance with our strategy. See the section “Information Regarding Our Board of Directors—Independence, Committee and Other Board Information—Risk Management” on page 27 for additional information.

Ongoing Board Refreshment

We believe that the Company benefits when there is a mix of experienced directors with a deep understanding of our business and directors with a fresh perspective. To this end, our Board maintains an ongoing refreshment program to seek out highly qualified candidates, particularly with diverse backgrounds, skills and experiences that align with our long-term strategy. Since 2016, eight legacy directors have departed, and another two legacy directors will step down at the Annual Meeting. Our Board now includes six directors appointed since March 2020 who bring valuable skills and experiences in support of the Company’s long-term strategy. Below is a summary of the changes to our Board that have occurred since February 2021.

Effective February 27, 2021, our Board appointed Tina Perry as an independent director. Our Board determined that Ms. Perry’s extensive experience driving strategic transformations of large, complex organizations would contribute to our Board’s oversight of strategy and human capital. Ms. Perry was appointed as a member of the Nominating and Governance Committee, on which she served until March 11, 2022, when she was appointed as a member of the Compensation Committee. She will continue as a member of the Compensation Committee and rejoin the Nominating and Governance Committee following the Annual Meeting.

On September 22, 2021, John MacIlwaine resigned from our Board in order to focus on his role as co-founder and CEO of Highnote, a startup in the virtual issuance and payments space. Mr. MacIlwaine’s resignation was not the result of any disagreement with the Company’s operations, policies or practices.

Effective March 11, 2022, our Board appointed Kanayalal A. Kotecha as an independent director. Mr. Kotecha was identified as a director candidate by a third-party search firm engaged by the Company in connection with our Board’s director search process. Our Board determined that Mr. Kotecha’s extensive technology, wealth management and strategic operational experience along with his knowledge of cybersecurity practices and engineering architecture from his work as an executive and vice president at Google and as Chief Technology Officer of Morgan Stanley Wealth Management would meaningfully contribute to our Board’s oversight of strategy and technological development. Mr. Kotecha was appointed as a member of the Audit Committee.

Also, effective March 11, 2022, our Board appointed J. Richard Leaman III as an independent director. Mr. Leaman was identified as a director candidate by a third-party search firm engaged by the Company in connection with our Board’s director search process. Our Board selected Mr. Leaman due to his vast knowledge of the financial services industry and his prior experience advising public company boards throughout his 33-year investment banking career. Mr. Leaman was appointed as a member of the Nominating and Governance Committee. Following the Annual Meeting, Mr. Leaman will become the Chair of the Nominating and Governance Committee.

On December 19, 2022, in connection with the closing of the TaxAct Sale, Steven Aldrich and Mary S. Zappone each notified the Company of their intention not to stand for reelection at the Annual Meeting. Our Board has since adopted resolutions reducing the size of our Board from 11 to nine directors, effective as of the Annual Meeting.

We conduct a thorough onboarding process for new directors, and we believe that an intensive orientation is critical to their ability to contribute meaningfully to Board discussions and deliberations. As part of this program, new directors have historically been invited to visit the Company’s headquarters and meet directly with a range of senior executives to gain an in-depth understanding of the business. New directors are also provided with a comprehensive set of materials to serve as a primer on the Company’s business strategy, financial performance and other key matters.

Participation in the onboarding program is not limited to our new directors. We also invite incumbent directors to participate in new director onboarding activities as an additional way to provide ongoing training and updates to members of our Board. We endeavor to provide all directors with opportunities for continuing education and hands-on experience with our business, including through meetings with emerging leadership talent beyond our executive officers. In 2022, the onboarding process for our newest directors, Messrs. Kotecha and Leaman, was conducted virtually. This virtual onboarding was conducted in a series of meetings and covered the Company’s business, strategy and financial performance, including sessions covering the regulatory framework for our businesses, our corporate policies and procedures, laws applicable to public company directors, our cultural transformation initiatives and our diversity and inclusion initiatives.

In light of the TaxAct Sale, our Board has determined that reducing the size of our Board from 11 to nine directors is appropriate for the Company at this time, providing for an appropriate and diverse mix of skills and experiences and a balance of new and experienced perspectives.

Independence, Committee and Other Board Information

Independence

Nasdaq rules require that a majority of the members of our Board be independent directors. Our Board recently undertook its annual review of director independence in accordance with the applicable Nasdaq rules. The independence rules include a series of objective tests, including that the director is not employed by the Company and has not engaged in various types of business dealings with the Company. In addition, our Board is required to make a subjective determination as to each independent director that no relationships exist that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In making such determinations, our Board considered transactions and relationships between each non-employee director and the Company, if any, that would require disclosure pursuant to Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). Our Board also considered other transactions or relationships, if any, that do not rise to the level of requiring disclosure.

Based on its review, our Board has affirmatively determined that each of our directors, excluding Mr. Walters, is independent under Nasdaq rules. Mr. Walters is not considered independent because he is an executive officer of the Company.

Each of the members of the Audit Committee, Compensation Committee and Nominating and Governance Committee is independent under Nasdaq rules, as are Georganne C. Proctor and Tina Perry, who will each join the Nominating and Governance Committee following the Annual Meeting. Our Board has also affirmatively determined that each of the members of the Audit Committee qualifies as independent under the audit committee independence rules established by the SEC and meets Nasdaq’s financial knowledge requirements set forth in the Nasdaq rules. In addition, each member of the Compensation Committee qualifies as a “non-employee director” under the SEC rules.

There are no family relationships between any of our directors, our Director Nominees or our executive officers.

Meeting Attendance and Executive Sessions

In 2022, each director attended at least 75% of the aggregate number of meetings of our Board and committees thereof, if any, on which such director served during the period for which he or she was a director or committee member. During 2022, our Board held 26 meetings, and the independent members of our Board met regularly in executive session with the Chair of the Board, or the respective chair of such committee, presiding over these executive sessions. For additional information about the number of meetings held by each Board committee in 2022, see “Committees of Our Board.”

Our Board has not adopted a formal policy regarding directors’ attendance at the annual meetings of stockholders. In 2022, all of our Board members attended our 2022 Annual Meeting.

Committees of Our Board

Our Board’s committee structure currently consists of three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Our Board may also establish other ad hoc or sub-committees, the composition, number and membership of which our Board may revise from time to time, as appropriate. For example, our Board established the Ad Hoc Transaction Committee of our Board (the “Transaction Committee”), which, among other things, has helped oversee the TaxAct Sale.

Our Board has adopted a written charter for each of its standing committees, and a brief description of the composition and the primary responsibilities of our committees is set forth in the following sections.

Our Board has determined that each Audit Committee member has the necessary level of financial literacy required to enable him or her to serve effectively on the Audit Committee. Our Board has further determined that Mary S. Zappone, Mark A. Ernst and E. Carol Hayles each qualifies as an “audit committee financial expert” in accordance with SEC rules and satisfies the professional experience requirements under Nasdaq rules. The designation of an “audit committee financial expert” does not impose upon such person any duties, obligations or liabilities that are greater than those that are generally imposed on him or her as a member of the Audit Committee and our Board and such designation does not affect the duties, obligations or liability of any other member of the Audit Committee or our Board. None of the members of the Audit Committee currently serve on the audit committees of more than two other public companies.

Under the Audit Committee Charter, the Audit Committee is authorized to engage independent advisors, at the Company’s expense, to advise the Audit Committee on any matters within the scope of the Audit Committee’s duties. The Audit Committee may also form subcommittees and delegate its authority to those subcommittees as it deems appropriate. Mark A. Ernst will become Chair of the Audit Committee following the Annual Meeting.

Under the terms of the Compensation Committee Charter, the Compensation Committee is authorized to engage independent advisors, at the Company’s expense, to advise the Compensation Committee on any matters within the scope of the Committee’s duties. The Compensation Committee may also form subcommittees and delegate its authority to those subcommittees as it deems appropriate. A description of the considerations and determinations of the Compensation Committee regarding the compensation of our NEOs is contained in “Compensation Discussion and Analysis” below. 

Under the terms of the Nominating and Governance Committee Charter, the Nominating and Governance Committee is authorized to engage independent advisors, at the Company’s expense, to advise the Committee on any matters within the scope of the Nominating and Governance Committee’s duties. The Nominating and Governance Committee may also form subcommittees and delegate its authority to those subcommittees as it deems appropriate. J. Richard Leaman III will become Chair of, and Georganne C. Proctor and Tina Perry will each join, the Nominating and Governance Committee following the Annual Meeting.

Leadership Structure

The leadership structure of our Board consists of the independent Chair, Georganne C. Proctor, and the chairs of each of the standing committees of our Board. The Amended and Restated Bylaws of the Company, dated as of January 26, 2023 (as amended, our “Bylaws”), require that the Chair position be held by an independent director. Our Board believes that the current leadership structure is appropriate for the Company because it balances the operational and day-to-day management leadership of the Chief Executive Officer with the independent oversight provided by the independent Chair of the Board, who coordinates closely with the independent chairs of each of the standing committees of our Board. This structure ensures that oversight of risk management and the Company’s management is distributed among multiple independent directors. Our Board currently believes that this distribution of oversight is the best method of ensuring optimal Company performance and risk management.

Board Evaluation Process

Our Board recognizes that a rigorous evaluation process is an essential component of strong corporate governance practices and promoting ongoing Board effectiveness. Consistent with best practice, our Corporate Governance Guidelines and each of the committees’ charters, the Nominating and Governance Committee oversees the annual evaluation of the performance of our Board and the committees, with the independent Chair maintaining a substantial role in facilitating discussion among our Board and the committees.

As part of our Board evaluation process, our Board reviews the following: 

Additionally, our Board reviews matters including its relationship with management, its meeting schedule and the structure, compensation, culture and roles and responsibilities of our Board. The committees are evaluated on matters including their meeting schedule, membership composition, culture, relationship with management and roles and responsibilities. Our Board and committee evaluation framework and process is conducted and reviewed annually and provides valuable insight as our Board and Nominating and Governance Committee evaluate the director selection process and succession planning, including the identification and optimization of current directors’ (or potential directors’) skills and experiences that would enable our Board to enhance its effectiveness.

As part of the two-part annual evaluation process involving the full Board evaluation and committee evaluations, our Board responds to a comprehensive written questionnaire designed to provide a holistic evaluation of the performance of our Board and each committee in light of the current needs of our Board and the Company. To protect anonymity and the integrity of the evaluation process, responses to our Board and committee surveys are collected through a third-party platform on an anonymous basis, and the third-party platform compiles each completed evaluation into a report, which is then provided to the Chair of the Board and each committee chair. Each report, including evaluation results and specific areas of focus for each committee and our Board itself, is then presented to each committee and then to our full Board, in executive session to encourage candid discussion and feedback, and specific areas are discussed where our Board and each committee would like to focus to enhance its effectiveness. After receiving feedback from the Chair on any action items resulting from our Board discussion, the Chair of the Board and the Nominating and Governance Committee utilize the results of the evaluations and discussions when developing workplans, formulating succession plans and preparing board candidate evaluations for the upcoming year and thereafter. The Chair of the Board also conducts separate, one-on-one discussions with each director to collect additional feedback or perspectives that were not captured as part of the aforementioned two-part evaluation process.

In connection with its 2022 evaluation, our Board conducted an assessment of whether our Board had an appropriate committee composition and appropriate delegation to fulfill responsibilities efficiently, as well as an evaluation of our Board’s interactions with and succession plans for certain executives. The 2022 evaluation process further informed our Board regarding succession planning and Board and committee composition, including enhancement of director skills, experience and qualifications through director education and Board and committee appointments to meet the current and anticipated needs of the business.

Risk Management  

Our Board, directly and through its various committees, has oversight responsibility for managing risk, and management is responsible for the Company’s day-to-day enterprise risk management activities. Our Board regularly receives reports from senior management on areas of our material risk, including our credit, liquidity, operational, cybersecurity, compliance and legal and regulatory risks, and regularly devotes time during its meetings to review and discuss our most significant risks, management’s responses to those risks and the mitigation of those risks. On a periodic basis, the status of various enterprise risks, along with their associated mitigation plans, is presented to our Board and/or Audit Committee. Our Board’s role in oversight of risk management also evolves over time in light of changing corporate strategy and risk environments. Recent risks that our Board and/or Audit Committee have focused on include risks associated with cybersecurity, market competition and employee retention.

The Company maintains an information security program that supports the security, confidentiality, integrity and availability of our information technology systems. In connection with such program, our Board is briefed by management multiple times a year on information security matters, and employees receive information security awareness training on an annual basis. To our knowledge, in the past three years, we have not experienced any information security breach. We maintain an information security risk insurance policy.

In fulfilling its oversight role, our Board generally focuses on the adequacy of the Company’s risk management and mitigation processes. Our Board engages with the Company’s Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, along with other members of management, to determine the Company’s risk tolerance and endeavors to ensure that management identifies, evaluates and properly manages and mitigates the overall risk profile of the Company.

In addition to the discussion and oversight of risk at our Board level, our Board’s standing committees also focus on risk exposure as part of their ongoing responsibilities:

 
While each committee oversees certain risks and the management of such risks, our entire Board is regularly informed through management reports about key risks at least quarterly and about the full risk register at least annually as well as through quarterly committee reports, which include activities of the applicable committee, the significant issues it has discussed and the actions taken by that committee. In addition, our Board believes that each of our Chair and Chief Executive Officer, respectively, provide the appropriate leadership to help ensure effective risk oversight along with our Board and its committees.

Complaint and Reporting Procedures for Accounting and Auditing Matters

Each of our Financial Information Integrity Policy (the “Financial Information Policy”) and our Code of Conduct provides for (1) the receipt, retention and treatment of complaints, reports and concerns regarding accounting and auditing matters and (2) the confidential, anonymous submission of complaints, reports and concerns by employees regarding questionable accounting or auditing matters, in each case relating to the Company and its subsidiaries. Complaints may be made through the Company’s internal whistleblower hotline or whistleblower website, each operated by an independent third party. Complaints received are logged and communicated to the Audit Committee, and then, under the direction and oversight of the Audit Committee, the review and investigation may be delegated to members of management, including the Chief Legal Officer, as appropriate. In accordance with applicable law, the Financial Information Policy, our Code of Conduct and other procedures we use to address complaints prohibit us from taking adverse action against any person submitting a good faith complaint, report or concern. A copy of our Code of Conduct is available on the Company’s website at https://investors.avantax.com.

Corporate Website 

The Company’s corporate website, located at corporate.avantax.com, contains information regarding the Company, including information regarding our directors and executive officers and corporate governance documents, such as our Charter, our Bylaws, our Board committee charters, our Director Nomination Policy, our Code of Conduct (which is applicable to all employees, executive officers and members of our Board) and the governance guidelines adopted by our Board (our “Corporate Governance Guidelines”). The Company uses the corporate website to provide current information to investors, including information on recent developments and upcoming events. You may also request copies of these documents and other corporate governance documents available on the website from the Company’s investor relations department at (972) 870-6400. For the avoidance of doubt, unless specifically stated otherwise, no information on the Company’s corporate website is incorporated by reference into this Proxy Statement.

Director Nomination Process and Qualification Overview of Directors

The Nominating and Governance Committee is responsible for reviewing and recommending nominees to our Board for election at each annual meeting of stockholders and for reviewing and recommending director appointments to fill any vacancies on our Board. One of the Nominating and Governance Committee’s objectives, pursuant to its charter, is to ensure that our Board is properly constituted to meet its fiduciary obligations to the Company and its stockholders.

Director Qualifications

In addition to each director’s individual qualifications, including his or her knowledge, skills and experience mentioned below, the Company believes that each of our directors possesses high ethical standards, acts with integrity and exercises careful judgment. Collectively, our directors are knowledgeable and experienced in business, governmental and civic endeavors, further qualifying them for service as members of our Board. Each director nominee is evaluated in accordance with the qualifications set forth in our Corporate Governance Guidelines, our Director Nomination Policy and the other characteristics that we value as part of our corporate culture. We require that directors possess integrity and values and be committed to representing the long-term interests of our stockholders at large. They must also have an inquisitive and objective perspective, practical wisdom, mature judgment and sufficient personal resources such that any director compensation to be received from the Company would not be sufficiently meaningful to impact their judgment in reviewing matters coming before our Board. Finally, they must be able to work compatibly with the other members of our Board and otherwise have the experience and skills necessary to enable them to serve as productive members of our Board. Directors also must be willing to devote sufficient time to carrying out their fiduciary duties and other responsibilities effectively and should be committed to serving on our Board for an extended period of time.

In considering director candidates, the Nominating and Governance Committee seeks the following minimum qualifications, as set forth in our Corporate Governance Guidelines and our Director Nomination Policy:

In connection with the director nominations for the Annual Meeting, the Nominating and Governance Committee also considered, among other things, each Director Nominee’s: (i) knowledge of corporate governance issues coupled with an appreciation of their practical application; (ii) service as a director or executive of a publicly traded company and other board experience; (iii) experience in the financial services or technology sectors; (iv) finance and accounting expertise, including audit, internal controls, risk management and cybersecurity experience; (v) experience in and knowledge of risk assessment and management; (vi) knowledge in the areas of laws and regulations related to regulatory and other key industry issues; (vii) strategic planning skills; (viii) experience in transactional, strategic, financial or corporate matters; (ix) experience in strategic transformations; and (x) human capital management.

We believe that each Director Nominee brings a strong and unique background and set of skills to our Board, giving our Board as a whole competence and experience in a wide variety of areas, including market expertise, marketing, technology, risk management, strategic planning, legal, corporate governance and board service, executive management, regulatory and policy development, accounting and finance and operations. For information concerning each Director Nominee’s various qualifications, attributes, skills and experience considered important by our Board in determining that such Director Nominee should serve as a director, as well as each Director Nominee’s principal occupation, directorships and additional biographical information, please read “Director Nominee Information and Qualifications” beginning on page 40.

Identification of Candidates and Diversity

The Nominating and Governance Committee annually reviews the composition of our Board as a whole and recommends, if necessary, measures to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for our Board as a whole and contains at least the minimum number of independent directors required by applicable laws and regulations. The Nominating and Governance Committee identifies director nominees in various ways. In identifying and evaluating director nominees, the Nominating and Governance Committee actively seeks individuals who satisfy its criteria for membership on our Board and the Nominating and Governance Committee may solicit ideas regarding possible Board candidates from and consult with members of our Board, Company management, stockholders, advisors to the Company and other individuals likely to possess an understanding of the Company’s business and knowledge of suitable candidates, including through personal or professional relationships. The Nominating and Governance Committee also has the authority to retain a search firm, at the Company’s expense, to identify or evaluate director candidates at its discretion.

In making its recommendations, the Nominating and Governance Committee assesses the requisite skills and qualifications of director nominees and the composition of our Board as a whole in the context of our Board’s criteria and needs. Such assessments are consistent with our Board’s criteria for membership and include the following considerations: (i) not less than a majority of directors shall satisfy the Nasdaq independence requirements; (ii) all directors shall possess strong judgment, character, expertise, skills and knowledge useful to the oversight of the Company; (iii) business, governmental, civic or other relevant experience; and (iv) the extent to which the interplay of the director nominee’s qualifications and diversity of cultural background, gender, experience and viewpoints with those of other Board members will complement those of other Board members and build a Board that is effective, in light of the Company’s business and structure. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all director nominees. In accordance with our Director Nomination Policy, the Nominating and Governance Committee will consider diversity criteria in the context of the perceived needs of our Board as a whole and seek to achieve a diversity of backgrounds and perspectives on our Board, with diversity being broadly construed to mean not only diversity with respect to gender, ethnicity and sexual orientation but also a variety of personal and professional experiences, education, opinions, perspectives and backgrounds. In addition, pursuant to the Nominating and Governance Committee Charter, in its efforts to recruit director candidates, the Nominating and Governance Committee will specifically direct any individuals assisting with recruitment to seek out potential candidates with diversity characteristics, including gender and racial diversity, to ensure that the Nominating and Governance Committee has considered a full array of qualified candidates.

The Nominating and Governance Committee is committed to fostering an environment of diversity and inclusion, including among our Board members and is asked to assess whether our Board appropriately reflects diversity of thought as part of the annual evaluation of our Board. See the section “Board Skills, Background and Core Competencies” for additional information. In addition to the range of personal and professional experiences, education, opinion, perspectives and background currently represented on our Board, 44% of our Director Nominees are women, and 22% of our Director Nominees are racially or ethnically diverse. Additionally, following the Annual Meeting, two of our four female Director Nominees will continue to serve in a Board leadership position, including as Chair of the Board, which we believe evidences the Nominating and Governing Committee’s continued commitment to diversity.

Director Selection Process

The Nominating and Governance Committee generally re-nominates incumbent directors who continue to satisfy the Nominating and Governance Committee’s criteria for membership on our Board, continue to make important contributions to our Board and consent to continue their service on our Board. However, the Nominating and Governance Committee regularly considers the needs of the Company and our Board with respect to directors and if appropriate, the Committee will nominate new directors who best fit those needs.

Any stockholder may nominate candidates for election as directors by following the procedures set forth in our Bylaws and our Director Nomination Policy, including the applicable notice, information and consent provisions. For further information regarding these procedures, see “Director Nomination by Stockholders and Stockholder Proposals of Other Business.” Copies of our Bylaws and our Director Nomination Policy are available on our corporate website at www.avantax.com.

In addition, pursuant to our Director Nomination Policy, any stockholder may recommend a director candidate for nomination by the Nominating and Governance Committee by delivering a written notice to the Nominating and Governance Committee that satisfies the notice, information and consent requirements of our Director Nomination Policy. The Committee will evaluate such recommended candidates using the same criteria that it uses to evaluate other candidates. The notice should be sent to the following address:

Nominating and Governance Committee
Avantax, Inc.
c/o Corporate Secretary
3200 Olympus Boulevard, Suite 100
Dallas, Texas 75019

The Nominating and Governance Committee did not receive any recommendations for director candidates for the Annual Meeting from any stockholder pursuant to our Director Nomination Policy.

Stockholders who instead desire to nominate one or more persons for election as a director at an annual meeting of stockholders must comply with the deadlines and other requirements set forth in our Bylaws.

Biographies of Departing Directors

Detailed information about the experience and qualifications of our nine Director Nominees can be found in the section entitled “Proposal One—Election of Directors” beginning on page 40. The other two members of our Board, Steven Aldrich and Mary S. Zappone, will not be standing for reelection at the Annual Meeting. While neither Mr. Aldrich nor Ms. Zappone are up for reelection at the Annual Meeting, information about their experience and qualifications is set forth immediately below to comply with reporting requirements with respect to our Annual Report on Form 10-K for the year ended December 31, 2022, which incorporates information about our Board and executive officers by reference to this proxy statement.

Non-Employee Director Compensation

Non-employee director compensation is overseen by the Nominating and Governance Committee and consists of equity grants and annual cash retainers for Board, committee and chair service. The combination of cash and equity compensation is intended to provide incentives for non-employee directors to continue to serve on our Board, to align the interests of our Board and stockholders and to attract new non-employee directors with outstanding qualifications.

2022 Non-Employee Director Compensation

The Nominating and Governance Committee has periodically engaged the Compensation Committee’s independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to review director compensation. In May 2022, Meridian conducted a benchmarking analysis of our non-employee director compensation program compared against the same compensation peer group used for executive compensation. As a result of this benchmarking analysis, the annual cash retainers and the annual equity award values were revised in order to better align the Board’s total compensation with the median of its peers. These changes became effective as of May 18, 2022. The last such review of director compensation had been conducted in December 2018, with an effective date of May 23, 2019.

The following table sets forth the annual cash retainers in effect during 2022:

In 2022, we granted the following equity awards to our directors: (i) an initial grant of time-based restricted stock units (“RSUs”) to all newly elected or appointed non-employee directors, (ii) an annual grant of time-based RSUs to all non-employee directors, including all newly elected or appointed directors and (iii) an additional annual grant of time-based RSUs to the Chair of the Board. The number of RSUs granted was based on a set dollar amount (as shown below), with the specific number of RSUs granted based on the price of our Common Stock on the date of the grant.

The following table sets forth our equity grants made to directors during 2022 (in dollars):

The Company reimburses all directors for expenses incurred in connection with attending meetings or performing their duties as directors. The Company does not provide any perquisites to directors.

The following table sets forth information concerning the fiscal year 2022 compensation paid or awarded to each non-employee director that served during any part of 2022 pursuant to the director compensation program described above. Mr. Walters, as an executive officer, receives no additional compensation for his service on our Board. Please see the “2022 Summary Compensation Table” for a summary of the compensation earned by or granted to Mr. Walters with respect to 2022.

All director equity grants that were made in 2022 were awarded under the Company’s 2018 Long-Term Incentive Plan, as amended (the “2018 Plan”). Stock awards consist of RSUs, with each RSU representing the right to receive one share of our Common Stock upon vesting. The following table sets forth information concerning the aggregate number of equity awards outstanding for each of our non-employee directors as of December 31, 2022.

Director Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines that are applicable to all non-employee directors, and the Nominating and Governance Committee is responsible for administering and applying these guidelines. Our Director Stock Ownership Guidelines require that all non-employee directors acquire and hold shares of our Common Stock equal in market value to at least five times (5x) the value of the annual retainer paid to non-employee directors (excluding the additional retainers for the Chair of the Board, committee members and the chairs of our Board’s committees). As described above, the amount of this retainer was $50,000 prior to May 23, 2022 and $70,000 on and following May 23, 2022. Accordingly , non-employee directors were expected to hold shares with a market value of at least $250,000 prior to May 23, 2022 and at least $350,000 beginning May 23, 2022.

Under the Director Stock Ownership Guidelines, the non-employee directors who were members of our Board on January 1, 2018 were expected to attain the minimum ownership amount by no later than June 1, 2020. Non-employee directors who joined our Board after January 1, 2018 are expected to attain the minimum ownership amount within five years after the date of their initial appointment or election to our Board. As of December 31, 2022, all of our non-employee directors were in compliance with the applicable ownership guidelines or otherwise expected to achieve the requisite ownership levels within the requisite timeframe.

Deferral of Board Annual Retainers and Equity Awards

On January 1, 2019, the Company implemented the Avantax Director Tax-Smart Deferral Plan, as amended and restated (the “Director Deferral Plan”). The Director Deferral Plan is a non-qualified deferred compensation arrangement that allows each of the Company’s non-employee directors to defer a portion of their annual retainers and annual equity awards. Participants may elect to defer at least 5%, and up to 100%, of their annual retainers and at least 20% (rounded to the nearest whole share of Common Stock), and up to 100%, of their annual equity grants, respectively, to the Director Deferral Plan. For deferred annual retainers, participants direct the investment of their accounts, at market rates, among the available investment options, which are selected by our Board (or a committee thereof) in its sole discretion. The Director Deferral Plan offers automatic lump sum distributions upon death or disability. Each participant may elect to receive lump sum or installment distributions upon separation from service or on such other dates certain that a participant may elect. Such elections are made at the time such participant elects to defer compensation for a specific year. Participant distributions payable upon separation from service will be delayed for six months. The assets of the Director Deferral Plan are held in a rabbi trust. Five of our directors have elected to participate in the Director Deferral Plan as non-employee directors of the Company, including four directors—Mr. Aldrich, Mr. Ernst, Ms. Proctor, and Mr. Rao—who have made cash or equity contributions during fiscal year 2022. The following table reflects information regarding each participating director in the Director Deferral Plan.

Retirement Benefits from Avantax

The non-employee directors of our Board are not provided health, retirement or pension benefits.

Stockholder Engagement

Our Commitment to Ongoing Engagement

We believe it is important to have regular and meaningful engagement with our stockholders and understand their perspectives on corporate governance, NEO compensation, and other issues that are important to them. We welcome the opportunity to engage with our investors to obtain their insights and feedback on matters of interest to the Company and our stockholders, and stockholder feedback informs our governance, compensation and ESG practices, as well as our Board’s approach to maximizing value for all stockholders. Our Board’s and management’s commitment to understanding the interests and perspectives of our stockholders is a key component of our corporate governance strategy and compensation philosophy.

Our Stockholder Engagement Process and 2022 Stockholder Engagement Feedback and Outcomes

The Company has a robust stockholder engagement program in place that is designed to have several touchpoints throughout the year in order to create multiple opportunities to solicit feedback on topics of importance to stockholders:

In addition, throughout the year, we typically participate in investor conferences, investor roadshows and other formal events, as well as periodically meet with analysts and investors to share our perspectives and to solicit their feedback on our performance. Feedback received from these events and meetings is provided to our Board on an ongoing basis. At any time, stockholders and others who wish to communicate with our Board or any particular director may do so by writing to the following address: c/o Avantax, Inc., 3200 Olympus Boulevard, Suite 100, Dallas, Texas 75019.

Because of the status of discussions with respect to the TaxAct Sale, we did not engage in our typical summer stockholder engagement activities, with the exception of a few investor conferences and investor roadshows at which general corporate strategy and ESG matters were discussed. However, following the November 1, 2022 announcement of the TaxAct Sale, we engaged with 13 of our largest stockholders, representing approximately 46.91% of the outstanding shares of our Common Stock. In connection with this engagement, we were able to obtain stockholder input with regard to our return of capital to stockholders following the closing of the TaxAct Sale. Our Board took this into account when determining whether to proceed with a tender offer to return capital to stockholders and the size of the tender offer that closed in February 2023.

PROPOSAL ONE
ELECTION OF DIRECTORS

Introduction

Each member of our Board is up for election at each annual meeting of stockholders and, if elected, will hold office for a one-year term expiring at the next annual meeting. Directors hold office until their successor is duly elected and qualified or until their earlier death, resignation or removal. If a director retires, resigns or is otherwise unable to serve before the end of his or her one-year term, our Board may appoint a director to fill the remainder of such term, reduce the size of our Board or leave the position vacant.

Our Bylaws provide that an election is considered “contested,” and will be held under a plurality vote standard, if the Corporate Secretary receives a notice that a stockholder has nominated a person for election to our Board in compliance with the advance notice requirements for stockholder nominees set forth in our Bylaws, and such nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date on which the Company first delivered notice of the Annual Meeting to stockholders. However, if such nomination is withdrawn by such stockholder on or prior to the tenth day preceding the date on which the Company first delivered notice of the Annual Meeting to stockholders, then our Bylaws provide that each nominee will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election, with abstentions and broker non-votes not counted as either a vote “for” or “against” such nominee’s election.

On January 20, 2023, Engine Capital LP (“Engine Capital”) provided notice to the Corporate Secretary that Engine Capital intended to nominate a candidate for election to our Board at the Annual Meeting. On February 28, 2023, Engine Capital withdrew its nomination. Because Engine Capital withdrew its nomination of its director nominee prior to the tenth day preceding the date on which the Company first delivered notice of the Annual Meeting to stockholders, the election of directors at the Annual Meeting will be conducted under a majority vote standard.

Director Nominee Information and Qualifications

The nine directors identified below have been nominated by our Board, at the recommendation of the Nominating and Governance Committee, for election at the Annual Meeting to serve for a one-year term ending at our 2024 Annual Meeting, until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The Nominating and Governance Committee and our Board believe that each of our Director Nominees brings a strong and distinct set of perspectives, experiences and skills to Avantax. The Nominating and Governance Committee and our Board believe that if our Board is comprised of these nominees, our Board will be effective and well-functioning and have an optimal balance of experience, leadership, competencies, qualifications and skills in areas of importance to the Company and the Company’s stockholders.  

Our Board has affirmatively determined that each of our Director Nominees, excluding Mr. Walters who also serves as our President and Chief Executive Officer, qualifies as an independent director under Nasdaq listing rules. None of our Director Nominees is being elected pursuant to any arrangement or understanding between any Director Nominee and any other person or persons. For further information on the process for director nominations and criteria for selection of Board nominees, see “Information Regarding Our Board of Directors—Director Nomination Process and Qualification Overview of Directors” beginning on page 29. 

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH NOMINEE ON THE ENCLOSED PROXY CARD.

Director Nominees

Mark A. Ernst
Managing Partner at Bellevue Capital LLC   Former Executive Vice President and Chief Operating Officer, Fiserv, Inc.   Director Since: 2020   Age: 64   Independent: Yes		Standing Board Committees:  Audit Committee   Outside Public Company Directorships: LendingTree, Inc. (2022–Present) Fidelity National Information Services, Inc. (2022–2023) Great Plains Energy Incorporated (2000–2008)  Knight Ridder, Inc. (2004–2006) SAIA, Inc. (2001–2004)
Executive Experience:
Mr. Ernst currently serves as the Managing Partner at Bellevue Capital, LLC, a private investment firm, a role he has held since May 2018, as well as during 2008. Prior to joining Bellevue, Mr. Ernst served as Executive Vice President and Chief Operating Officer at Fiserv, Inc., a financial services technology company, from January 2011 to April 2018, where he had oversight responsibility for the major operating businesses and support organizations of the enterprise, with a focus on enterprise-wide quality improvement and product management efforts. Mr. Ernst previously served as Deputy Commissioner at the Internal Revenue Service from January 2009 to November 2010. Mr. Ernst served in various executive roles at H&R Block, Inc., including as Chairman, President and Chief Executive Officer from 2001 to 2007 and as Chief Operating Officer from 1998 to 2000. Prior to joining H&R Block, Mr. Ernst served in various executive roles at American Express Company. Mr. Ernst currently serves as the Chairman of the board of directors of the Financial Health Network, a consumer-focused financial services advocacy organization, a director and officer of the Ernst Family Foundation and a director of LendingTree, Inc. (NASDAQ: TREE), an online financial services marketplace. He previously served on the boards of Great Plains Energy Incorporated (formerly: GXP), Knight-Ridder Inc. (formerly: KRI) and SAIA, Inc. (Nasdaq: SAIA). Mr. Ernst received a Bachelor of Science in Finance and Accounting from Drake University, where he currently serves as Chairman of the Board of Trustees, and an MBA from the University of Chicago Booth School of Business, where he has served on its Advisory Board.
Relevant Skills and Qualifications:
✔    Wealth Management   ✔    Technology / Software / Cybersecurity  ✔    Strategic Transformation  ✔    Audit / Finance / Risk   ✔    Sales / Marketing / Service  ✔    Legal / Regulatory   ✔    Capital Allocation / M&A  ✔    Public Company Board Experience   ✔    Executive Leadership    Mr. Ernst brings extensive relevant industry and executive leadership experience and knowledge to our Board, having spent over 30 years in the financial services industry, including in the tax preparation business, as well as operational, capital allocation and strategy development experience. Mr. Ernst also has significant experience leading merger and acquisition processes.   Mr. Ernst has also overseen financial and accounting matters, including during his service as a public company Chief Executive Officer and as the audit committee chair of a public company board, which qualifies him as an “audit committee financial expert.”   Mr. Ernst’s extensive familiarity with the wealth management and technology sectors, coupled with his experience serving on various public company boards, allows him to provide valuable insight and experience to bolster our Board’s and the Audit Committee’s oversight of the Company’s audit and risk management functions.

E. Carol Hayles
Former CFO, CIT Group, Inc.   Director Since: 2018   Age: 62   Independent: Yes		Standing Board Committees:  Audit Committee   Outside Public Company Directorships:  eBay Inc. (2020–Present)  Webster Financial Corporation (2018–Present)
Executive Experience:
Ms. Hayles is the former Chief Financial Officer of CIT Group Inc., a U.S. bank and global lending and leasing business, a position she held from November 2015 to May 2017. From July 2010 to November 2015, Ms. Hayles was the Controller and Principal Accounting Officer of CIT Group Inc. and was responsible for all financial and regulatory reporting. Prior to joining CIT Group Inc., Ms. Hayles worked at Citigroup Inc. for 24 years in various financial roles, most recently as Deputy Controller, and she began her career at PricewaterhouseCoopers in Toronto, Canada. Ms. Hayles has been a director of Webster Financial Corporation, a NYSE listed company, since 2018, and eBay Inc., a Nasdaq listed company, since 2020. She is the chair of the audit committee at both companies. She was a Canadian Chartered Accountant from 1985 to 2009, and she received her BBA from York University in Toronto.
Relevant Skills and Qualifications:
✔    Strategic Transformation   ✔    Audit / Finance / Risk   ✔    Legal / Regulatory   ✔    Capital Allocation / M&A  ✔    Public Company Board Experience   ✔    Executive Leadership    As a former executive with over 30 years’ experience in the financial services industry, Ms. Hayles has significant executive leadership experience, as well as experience in the areas of capital allocation, operations, regulatory compliance, strategy and mergers and acquisitions.   Ms. Hayles also has extensive financial and accounting experience, including as the chief financial officer of a large financial institution and chair of two public company audit committees, which qualifies her as an “audit committee financial expert.”   Ms. Hayles currently serves as a member of the Audit Committee, where she contributes extensively to the oversight and integrity of our financial statements, internal controls, risk management and ethics and compliance functions.

Kanayalal A. Kotecha
CTO of Gale Healthcare Solutions   Director Since: 2022   Age: 54   Independent: Yes		Standing Board Committees:  Audit Committee   Outside Public Company Directorships:  None
Executive Experience:
Mr. Kotecha currently serves as Chief Technology Officer of Gale Healthcare Solutions, a technology company that provides a leading marketplace connecting healthcare professionals with healthcare institutions, a role he has held since July 2022. As Chief Technology Officer, Mr. Kotecha is responsible for all aspects of product development and engineering, including go-to-market strategies. Prior to his role at Gale Healthcare Solutions, Mr. Kotecha served as a Vice President of Engineering at Google Inc., a global technology company, a role he held since January 2015. As Vice President of Engineering, Mr. Kotecha led the digital transformation of Google’s internal functions across Finance, HR, Legal, Marketing and Real Estate. Prior to this role, Mr. Kotecha served as Chief Technology Officer at Morgan Stanley Wealth Management from May 2010 to January 2015, where he was integral to the successful integration of Smith Barney, which was acquired by Morgan Stanley from Citigroup, with Morgan Stanley’s Wealth Management platform. From 1992 to 2009, Mr. Kotecha held multiple roles at Morgan Stanley ranging from technical infrastructure to application development throughout the world, including in London, Zurich, Moscow and India. From 2009 to 2010, Mr. Kotecha served as lead for Corporate Engineering at Google London. Mr. Kotecha serves as Vice Chair for the Special Olympics of New York. Mr. Kotecha holds a Bachelor of Science in Computer Science from the University of Hertfordshire in the United Kingdom.
Relevant Skills and Qualifications:
✔    Wealth Management   ✔    Technology / Software / Cybersecurity  ✔    Strategic Transformation   ✔    Audit / Finance / Risk   ✔    Executive Leadership    Mr. Kotecha has extensive technology, wealth management and strategic transformation experience as well as a breadth of knowledge on matters of cybersecurity, product management and engineering architecture from his current role and prior work as an engineer with Google and as an executive at Morgan Stanley Wealth Management. Mr. Kotecha’s experience provides him with a unique blend of experience in technology, strategic business integrations, operations and management.   Mr. Kotecha brings to our Board substantive knowledge about a variety of issues related to the Company’s business, including a large-scale business integration of wealth management businesses and internal technology development related to operational efficiency.

Tina Perry
President of Oprah Winfrey Network   Director Since: 2021   Age: 50   Independent: Yes		Standing Board Committees: Compensation Committee   Outside Public Company Directorships:  None
Executive Experience:
Ms. Perry is the President of OWN: Oprah Winfrey Network, a leading cable channel and media company, where she oversees all operations and creative areas and reports to OWN Chairman and Chief Executive Officer, Oprah Winfrey, and OWN’s board of directors. Before being named President in January 2019, Ms. Perry served as Executive Vice President of Business and Legal Affairs for OWN from 2014 to December 2018. Her previous professional experience includes managing business and legal affairs for VH1 and MTV at Viacom from 2004 to 2009 and working as an associate at Cravath, Swaine & Moore LLP in New York, where she focused on corporate matters. Ms. Perry also serves on the OWN Board of Directors, the Paley Center for Media’s Los Angeles Board of Governors and the Board of Directors of The Friends of Saban Community Clinic. Additionally, she sits on the California Institute of the Arts Board of Trustees and Stanford University’s Cantor Arts Center Advisory Board and vice chair and founding member of The Mistake Room, a non-profit global platform for contemporary art and ideas. Ms. Perry holds a J.D. degree from Harvard Law School, a Master of Science in Comparative Social Policy from the University of Oxford and graduated with Honors from Stanford University.
Relevant Skills and Qualifications:
✔    Strategic Transformation  ✔    Sales / Marketing / Service  ✔    Legal / Regulatory   ✔    Human Capital   ✔    ESG  ✔    Executive Leadership    Ms. Perry has extensive experience driving strategic transformations of large, complex organizations, having been the driving force behind OWN’s evolution and transformation into one of the leading media platforms in the United States. As head of the network’s operations and creative areas, she has led the expansion into digital media and overseen the network’s issue-focused OWN Spotlight programming, which has expanded the reach of the network and enhanced audience engagement. She also brings significant experience in legal, risk and regulatory matters following a career as Executive Vice President, Business and Legal Affairs at OWN, senior counsel for VH1 and MTV at Viacom and as an associate at a leading corporate law firm, Cravath, Swaine & Moore LLP.   Ms. Perry’s experience successfully leading turnaround initiatives, fostering healthy organizational cultures and driving growth allow her to contribute significantly to our Board’s oversight of strategy and human capital. Ms. Perry serves as a member of the Compensation Committee, where her experience provides valuable contributions on matters relating to NEO compensation and compensation strategy.

Karthik Rao
CEO of Audience Measurement Business at Nielsen Global Media   Director Since: 2020   Age: 49   Independent: Yes		Standing Board Committees:  Compensation Committee   Outside Public Company Directorships:  None
Executive Experience:
Mr. Rao currently serves as the Chief Executive Officer of the Audience Measurement Business at Nielsen Global Media, a global provider of data, information and technology to the media and advertising industries, a role he began in December 2022. Also at Nielsen Global Media, Mr. Rao previously served as Chief Operating Officer from February 2020 to December 2022 and as Chief Product & Technology Officer from January 2019 to February 2020. Outside of Nielsen Global Media, Mr. Rao previously held a variety of executive positions within the Nielsen Corporation, a measurement and data analytics company, spanning the United States, Middle East and Asia for Nielsen’s Connect and Media businesses. Mr. Rao also served as the President of Nielsen Portfolio and the Chief Executive Officer of Gracenote, an entertainment data and technology provider, from January 2017 to December 2018. He has also served as the President of Nielsen’s Expanded Verticals business from December 2015 to December 2016 and EVP of Nielsen’s Digital Enablement from September 2014 to November 2015. Mr. Rao serves on the Diversity Council at Nielsen as the Executive Sponsor of the Asian American Employee Resource Group. Mr. Rao has served as a board member for OpenSlate, a global source of brand safety and contextual analytics for digital video content, since 2019. He also has served as a member of the board for NCSolutions since 2019. Mr. Rao holds a B.A. and an M.A. in Economics from Loyola College, Chennai, India and a MBA in marketing from Illinois State University.
Relevant Skills and Qualifications:
✔    Technology / Software / Cybersecurity  ✔    Strategic Transformation  ✔    Sales / Marketing / Service  ✔    Human Capital   ✔    Capital Allocation / M&A  ✔    Executive Leadership    Mr. Rao has extensive experience in leading technology-driven transformations and leveraging data strategically to support growth. His career in marketing, strategy and analytics has provided him deep insight into consumer behavior. He also is committed to talent development and has led internal employee resource groups.   Our Board believes that Mr. Rao’s background in driving product innovation and his deep marketing expertise is highly relevant to our core consumer-facing business and make him a valuable member of our Board. Mr. Rao currently serves as a member of the Compensation Committee, where he contributes significantly to the compensation strategy of the Company.

Jana R. Schreuder
Former EVP and COO of Northern Trust, Inc.   Director Since: 2020   Age: 64   Independent: Yes		Standing Board Committees:  Compensation Committee (Chair)   Outside Public Company Directorships: Kyndryl Holdings Inc. (2021–Present)  The Bank of N.T. Butterfield & Son Limited (2020–Present) LifePoint Health (2016–2018)
Executive Experience:
Ms. Schreuder is the former Executive Vice President and Chief Operating Officer of Northern Trust Corporation, a financial services company, a position that she held from 2014 to 2018. Ms. Schreuder joined Northern Trust in 1980 and during her tenure held multiple roles as a member of the management team, including service as the President of Wealth Management from 2011 to 2014, as President of Operations & Technology from 2006 to 2011 and as Chief Risk Officer from 2005 to 2006. Since 2008, Ms. Schreuder has served as a member of the board, including her current service as chair of the compensation committee, of Entrust Datacard Group, a privately held hardware and software information security company. From 2016 to 2018, Ms. Schreuder was a member of the board of directors of LifePoint Health, Inc., a rural U.S. healthcare provider, which was acquired by affiliates of Apollo Global Management in 2018. Ms. Schreuder is currently a member of the board of directors of Kyndryl Holdings Inc. (NYSE: KD), an infrastructure services company, and The Bank of N.T. Butterfield & Son Limited, a provider of banking, trust and wealth management services in Bermuda, the Cayman Islands and the Channel Islands. Ms. Schreuder also currently serves as a member of the New York City Chapter of Women Corporate Directors. Ms. Schreuder received her Bachelor of Business Administration degree from Southern Methodist University and a Masters of Management from Northwestern University Kellogg Graduate School of Management.
Relevant Skills and Qualifications:
✔    Wealth Management   ✔    Technology / Software / Cybersecurity  ✔    Strategic Transformation  ✔    Audit / Finance / Risk  ✔    Legal / Regulatory  ✔    Human Capital   ✔    Public Company Board Experience   ✔    Executive Leadership    Ms. Schreuder has extensive technology, operations and wealth management experience from her years of serving in executive management positions at Northern Trust Corporation, which provides her with unique experience in technology, product development, operations, strategy, company growth, capital allocation and management.   Ms. Schreuder also has significant experience with wealth management and financial products and holds a Directorship Certification from the National Association of Corporate Directors.   Ms. Schreuder currently serves as the Chair of the Compensation Committee, where her extensive experience and industry familiarity provides valuable contributions on matters relating to NEO compensation and compensation strategy.

Christopher W. Walters
President, CEO and Director of Avantax, Inc.   Director Since: 2014   Age: 49   Independent: No	Standing Board Committees:  None   Outside Public Company Directorships:  None
Executive Experience:
Mr. Walters has served as our President and Chief Executive Officer since January 30, 2020 and as a member of our Board since 2014. Prior to being appointed as our President and Chief Executive Officer, Mr. Walters served as a Senior Partner at Activate, Inc., which is a strategy consulting firm serving technology, internet, media, entertainment and sports businesses that he joined in 2019. From 2015 through 2018, Mr. Walters served as the Chief Executive Officer of Encompass Digital Media, Inc., a global technology services business supporting hundreds of leading media companies. Previously, Mr. Walters served as the Chief Operating Officer of The Weather Company, a weather focused media and information services company, from 2012 to 2014. Prior to joining The Weather Company, he served in a variety of leadership roles at Bloomberg L.P. between 2008 and early 2012, most recently as the Chief Operating Officer of the Bloomberg Industry Verticals Group, responsible for operations, strategy, business development and expansion of the premium web-based subscription businesses. Previously, Mr. Walters was a partner at McKinsey & Co., advising media, entertainment, technology, information services and sport businesses as well as investors in these sectors. Mr. Walters holds a Bachelor of Science from the University of Vermont and an MBA from the University of Chicago Booth School of Business.
Relevant Skills and Qualifications:
✔    Wealth Management   ✔    Technology / Software / Cybersecurity ✔    Strategic Transformation ✔    Sales / Marketing / Service   ✔    Legal / Regulatory   ✔    Human Capital  ✔    Capital Allocation / M&A  ✔    ESG  ✔    Executive Leadership    Mr. Walters has extensive operational and executive management experience from his work as an executive and an advisor to a variety of companies where he has provided leadership and advice in areas of strategy, operations, technology, sales and marketing, including work with technology businesses that are highly relevant to the Company’s current operations.   Our Board believes Mr. Walters’s experience and knowledge, coupled with his familiarity and oversight of the Company’s historical strategic initiatives, provides valuable guidance to our Board and the Company as a technology-enabled, tax-smart financial solutions company while it seeks to meet its strategic growth initiatives.

Additional Information 

Our Board has adopted resolutions reducing the size of the Board from 11 to nine directors, effective as of the Annual Meeting. The number of directors may be increased or decreased from time to time by our Board, provided that a reduction in the number of directors may not shorten the term of an incumbent, and our Board may only be composed of not less than six nor more than 15 directors. Any vacancy occurring on our Board may be filled only by the affirmative vote of a majority of the directors, and any director elected by our Board shall be appointed for a term continuing until the next annual election of directors.

Our Director Nominees have consented to serve as nominees and to be named in this Proxy Statement, and they have agreed to serve as directors if elected by the stockholders. In the event that any Director Nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a nominee who may be designated by our present Board to fill the vacancy. Alternatively, our Board may reduce the size of our Board or maintain such vacancy. It is not expected that any of our Director Nominees will be unable or will decline to serve as a director.

Vote Required 

Directors will be elected by a majority of the votes cast, meaning that a nominee will be elected to our Board if the votes cast “FOR” such nominee’s election exceed the votes cast against such nominee’s election. An abstention or withheld vote has no effect on the outcome of the election of directors. Broker discretionary voting is not permitted. Broker non-votes will have no effect on the outcome of this proposal.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH NOMINEE ON THE ENCLOSED PROXY CARD.

PROPOSAL TWO
RATIFICATION, ON AN ADVISORY (NON-BINDING) BASIS, OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023. Stockholder ratification of the appointment of EY is not required by our Bylaws or other applicable legal requirements. However, our Board considers it desirable for stockholders to pass upon the selection of auditors as a matter of good corporate practice. We are submitting this proposal to our stockholders on an advisory (non-binding) basis, and the outcome of the vote will not be binding on the Company. In the event that the appointment of EY as our independent registered public accounting firm is not ratified by our stockholders at the Annual Meeting, the appointment of EY as our independent registered public accounting firm will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its sole discretion may direct the appointment of a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

The Audit Committee initially appointed EY as the Company’s independent registered public accounting firm in March 2012. Representatives of EY are expected to be present at the Annual Meeting, with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Vote Required

This proposal to ratify, on an advisory (non-binding) basis, the appointment of EY as our independent registered public accounting firm for 2023 requires the affirmative vote of a majority of shares of our Common Stock present by means of remote communication or represented by proxy at the Annual Meeting and entitled to vote. An abstention has the same effect as a vote against this proposal. Broker discretionary voting is permitted with respect to this proposal, and broker non-votes will not be applicable. Broker non-votes will have no effect on the outcome of this proposal.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE RATIFICATION, ON AN ADVISORY (NON-BINDING) BASIS, OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023 ON THE ENCLOSED PROXY CARD.

PROPOSAL THREE
APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF OUR NEO COMPENSATION

What You Are Being Asked to Approve

We hold advisory (non-binding) votes on the compensation of our NEOs, which are commonly referred to as “say-on-pay” votes, at every annual meeting of stockholders. Our Board values the opinions of our stockholders and believes an annual advisory (non-binding) vote allows our stockholders to provide us with their input on our NEO compensation program. We last conducted the advisory vote on the frequency of the say-on-pay vote at our 2017 annual meeting of stockholders (our “2017 Annual Meeting”). A subsequent vote on the frequency of the say-on-pay vote is included in this proxy statement as Proposal Four, below.

Following our 2021 Annual Meeting, at which we received the support of 20.4% of the votes cast in our say-on-pay vote, we undertook robust stockholder engagement efforts to listen to investor concerns about our NEO compensation program, and we took actions for our 2022 program to directly respond to the feedback we received. At our 2022 Annual Meeting, we were pleased to receive the support of approximately 90% of the votes cast in our say-on-pay vote, a high level of support consistent with years prior to our 2021 Annual Meeting.

Pursuant to Section 14A(a)(1) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), we are asking you to approve, on an advisory (non-binding) basis, our NEO compensation for 2022, as disclosed in the “Compensation Discussion and Analysis” section beginning on page 67 and the accompanying compensation tables and related narrative discussion. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the compensation philosophy, policies and practices described in this Proxy Statement. The next stockholder advisory vote to approve our NEO compensation will be held at our 2024 Annual Meeting.

Our Compensation Program

We believe that our NEO compensation program described throughout the “Compensation Discussion and Analysis” section of this Proxy Statement aligns the interests of our executives with those of our stockholders. Our compensation program is intended to attract, retain and motivate top-talent executives as leaders and compensate executive officers appropriately for their contribution to the attainment of our financial, operational and strategic objectives. In addition, we believe it is important to strongly align their interests with our stockholders’ interests by emphasizing incentive-based compensation and to discourage excessive or inappropriate risk taking.

Resolution for Advisory Vote to Approve Our NEO Compensation

Our Board and its committees value the opinions of our stockholders and will carefully consider the outcome of the advisory (non-binding) vote to approve our NEO compensation. However, because this vote is advisory, it is not binding on our Board or its committees. Our Board recommends that our stockholders vote “FOR” the following non-binding resolution at the Annual Meeting:

“RESOLVED, that the compensation of our named executive officers, as disclosed in the proxy statement for our 2023 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion, is hereby APPROVED on an advisory basis.”

Vote Required

This proposal to approve, on an advisory (non-binding) basis, our NEO compensation requires the affirmative vote of a majority of shares of our Common Stock present by means of remote communication or represented by proxy at the Annual Meeting and entitled to vote. An abstention has the same effect as a vote against this proposal. Broker discretionary voting is not permitted. Broker non-votes will have no effect on the outcome of this proposal.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF OUR NEO COMPENSATION ON THE ENCLOSED PROXY CARD.