PAY VERSUS PERFORMANCE DISCLOSURE

Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation

S-K,

we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) to the Company’s principal executive officer (“PEO”) and the Company’s

non-PEO

named executive officers (

“Non-PEO

NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see the Compensation Discussion & Analysis section of this Proxy Statement.

Pay Versus Performance Table


Fiscal Year (1)	Summary Compensation Table Total for Dr. Ortmanns PEO (2)		Summary Compensation Table Total for Mr. Dhawan PEO (2)		Compensation Actually Paid to Dr. Ortmanns PEO (3)			Compensation Actually Paid to Mr. Dhawan PEO (3)			Average Summary Compensation Table Total for Non-PEO NEOs (2)		Average Compensation Actually Paid to Non-PEO NEOs (3)			Value of Initial Fixed $100 Investment Based on: (4)				Net Income ($mil.) (6)			Revenue (7) ($mil.)
Fiscal Year (1)	Summary Compensation Table Total for Dr. Ortmanns PEO (2)		Summary Compensation Table Total for Mr. Dhawan PEO (2)		Compensation Actually Paid to Dr. Ortmanns PEO (3)			Compensation Actually Paid to Mr. Dhawan PEO (3)					Average Compensation Actually Paid to Non-PEO NEOs (3)			Cerence Total Shareholder Return		Peer Group Total Shareholder Return (5)		Net Income ($mil.) (6)			Revenue (7) ($mil.)
2023	$	14,438,733		—	$	15,972,323			—		$	6,752,845	$	4,286,095		$	42	$	107	($	56	)	$	291
2022	$	5,348,695	$	9,512,933	($	4,314,610	)	($	17,453,566	)	$	2,775,483	($	1,854,165	)	$	32	$	90	($	311	)	$	341
2021		—	$	7,465,574		—		$	41,323,599			1,803,823	$	10,285,852		$	197	$	144	$	46		$	385

(1)	Dr. Ortmanns succeeded Sanjay Dhawan as PEO in fiscal year 2022 (on December 15, 2021). Mr. Dhawan served as the PEO for the entirety of fiscal year 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows:

•

Fiscal year 2023: Thomas Beaudoin, Prateek Kathpal, and Iqbal Arshad

•

Fiscal year 2022: Thomas Beaudoin, Mark Gallenberger, Marc Montagner, Prateek Kathpal, and Christophe Couvreur

•

Fiscal year 2021: Mark Gallenberger, Stefan Ortmanns, and Leanne Fitzgerald

(2)

Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEOs, Dr. Ortmanns and Mr. Dhawan, and (ii) the average of the total compensation reported in the SCT for the applicable year for our

Non-PEO

NEOs.

(3)

Amounts reported in these columns represent (i) CAP for the applicable year in the case of our PEOs, Dr. Ortmanns and Mr. Dhawan and (ii) the average CAP for the applicable year for our

Non-PEO

NEOs; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments made to the SCT amounts to calculate CAP for our PEOs, Dr. Ortmanns and Mr. Dhawan, and for the average of the

Non-PEO

NEOs in accordance with the requirements of Item 402(v) of Regulation

S-K

is set forth in the following table:


	Fiscal Year 2023						Fiscal Year 2022									Fiscal Year 2021
	Dr. Ortmanns PEO			Average Non-PEO NEOs			Dr. Ortmanns PEO			Mr. Dhawan PEO			Average Non-PEO NEOs			Mr. Dhawan PEO		Average Non-PEO NEOs
Summary Compensation Table Total	$	14,438,733		$	6,752,845		$	5,348,695		$	9,512,933		$	2,775,483		$	7,465,574	$	1,803,823
Minus Change in Pension Value Reported in SCT for the Fiscal Year	$	0		$	0		$	0		$	0		$	0		$	0	$	0
Plus Pension Value Service Cost for the Fiscal Year	$	0		$	0		$	0		$	0		$	0		$	0	$	0
Minus Equity Award Value Reported in SCT for the Fiscal Year	$	13,256,602		$	6,059,259		$	4,361,086		$	9,329,311		$	2,450,148		$	5,806,759	$	955,131
Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year	$	14,842,886		$	3,379,689		$	854,690		$	1,881,873		$	536,461		$	10,606,123	$	1,684,584
Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years	($	52,694	)	($	8,411	)	($	6,984,598	)	$	0		($	1,346,670	)	$	21,363,485	$	6,688,566
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year	$	0		$	318,036		$	0		$	0		$	0		$	0	$	0
Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year	$	0		$	53,567		$	827,689		$	348,221		$	2,084		$	7,695,176	$	1,064,011
Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year	$	0		$	150,371		$	0		$	19,867,283		$	1,371,374		$	0	$	0
Plus Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year	$	0		$	0		$	0		$	0		$	0		$	0	$	0
Compensation Actually Paid	$	15,972,323		$	4,286,095		($	4,314,610	)	($	17,453,566	)	($	1,854,165	)	$	41,323,599	$	10,285,852

In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the year.

(4)

Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2023, 2022 and 2021, respectively. TSR is calculated by dividing the difference between the price of the Company’s common stock at the end and the beginning of the measurement period by the price of the Company’s common stock at the beginning of the measurement period. No dividends were paid by the Company during fiscal years 2021, 2022, or 2023.

(5)

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Our peer group for these purposes is the S&P Software & Services Select Industry Index, which is the industry index used by the Company for purposes of compliance with Item 201(e) of Regulation

S-K

for all three fiscal years.

(6)	Reflects the Company’s net income (loss) reflected in the audited financial statements published in our Annual Report on Form 10-K for the applicable year.

(7)	Revenue is the company-selected measure. Values shown reflect revenue as calculated for purposes of our executive compensation program for the applicable reporting fiscal year based on the reporting fiscal year’s STIP foreign exchange rate.

Named Executive Officers, Footnote

(1)	Dr. Ortmanns succeeded Sanjay Dhawan as PEO in fiscal year 2022 (on December 15, 2021). Mr. Dhawan served as the PEO for the entirety of fiscal year 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows:

•

Fiscal year 2023: Thomas Beaudoin, Prateek Kathpal, and Iqbal Arshad

•

Fiscal year 2022: Thomas Beaudoin, Mark Gallenberger, Marc Montagner, Prateek Kathpal, and Christophe Couvreur

•

Fiscal year 2021: Mark Gallenberger, Stefan Ortmanns, and Leanne Fitzgerald

Adjustment To PEO Compensation, Footnote

(3)

Amounts reported in these columns represent (i) CAP for the applicable year in the case of our PEOs, Dr. Ortmanns and Mr. Dhawan and (ii) the average CAP for the applicable year for our

Non-PEO

NEOs; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments made to the SCT amounts to calculate CAP for our PEOs, Dr. Ortmanns and Mr. Dhawan, and for the average of the

Non-PEO

NEOs in accordance with the requirements of Item 402(v) of Regulation

S-K

is set forth in the following table:


	Fiscal Year 2023						Fiscal Year 2022									Fiscal Year 2021
	Dr. Ortmanns PEO			Average Non-PEO NEOs			Dr. Ortmanns PEO			Mr. Dhawan PEO			Average Non-PEO NEOs			Mr. Dhawan PEO		Average Non-PEO NEOs
Summary Compensation Table Total	$	14,438,733		$	6,752,845		$	5,348,695		$	9,512,933		$	2,775,483		$	7,465,574	$	1,803,823
Minus Change in Pension Value Reported in SCT for the Fiscal Year	$	0		$	0		$	0		$	0		$	0		$	0	$	0
Plus Pension Value Service Cost for the Fiscal Year	$	0		$	0		$	0		$	0		$	0		$	0	$	0
Minus Equity Award Value Reported in SCT for the Fiscal Year	$	13,256,602		$	6,059,259		$	4,361,086		$	9,329,311		$	2,450,148		$	5,806,759	$	955,131
Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year	$	14,842,886		$	3,379,689		$	854,690		$	1,881,873		$	536,461		$	10,606,123	$	1,684,584
Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years	($	52,694	)	($	8,411	)	($	6,984,598	)	$	0		($	1,346,670	)	$	21,363,485	$	6,688,566
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year	$	0		$	318,036		$	0		$	0		$	0		$	0	$	0
Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year	$	0		$	53,567		$	827,689		$	348,221		$	2,084		$	7,695,176	$	1,064,011
Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year	$	0		$	150,371		$	0		$	19,867,283		$	1,371,374		$	0	$	0
Plus Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year	$	0		$	0		$	0		$	0		$	0		$	0	$	0
Compensation Actually Paid	$	15,972,323		$	4,286,095		($	4,314,610	)	($	17,453,566	)	($	1,854,165	)	$	41,323,599	$	10,285,852

In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the year.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,286,095

(1,854,165)

10,285,852

Compensation Actually Paid vs. Total Shareholder Return

Relationship between CAP and TSR

. The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between our TSR and CAP for the PEO and average CAP for the

Non-PEO

NEOs. As shown in the graph below, CAP to our PEO and the average CAP for the

Non-PEO

NEOs is aligned with the Company’s TSR over the three-year period from October 1, 2020 to September 30, 2023, in large part because a significant portion of the compensation awarded to the Company’s NEOs is in the form of equity awards, the value of which is impacted by stock price changes.

Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP and Revenue (our Company-Selected Measure).

The graph below reflects the relationship between the PEO and Average

Non-PEO

NEOs CAP and our revenue.

Tabular List, Table

Performance Measures Used to Link Company Performance and CAP.

The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the named executive officers for fiscal year 2023. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance stock units. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

Revenue

Adjusted EBITDA

Adjusted EBITDA Margin

Bookings

Peer Group Total Shareholder Return Amount

107

90

144

Company Selected Measure Amount

291,000,000

341,000,000

385,000,000