Governance

The Board of Managers of Proofpoint Holding, LP, which is the holding entity of Proofpoint, Inc. (the "Company"), sets high standards for the Company's employees, officers and management. Implicit in this philosophy is the importance of sound corporate governance.  It is the duty of the Board of Managers to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, Proofpoint follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Managers deems appropriate and directs in the best interests of the Company or as required by applicable laws and regulations.