DEF 14A of Corsair Gaming, Inc., Apr 23, 2024

DEF 14A of Corsair Gaming, Inc.

Filed Apr 23, 2024 · FY20230000950170-24-046880

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Except as otherwise provided by law, vacancies on the board of directors may be filled only by individuals elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a particular class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Our board of directors currently consists of ten directors divided into the three following classes: • The Class I directors are Jason Glen Cahilly, Sarah Mears Kim, Andrew J. Paul and Samuel R. Szteinbaum, and their terms are expiring at the 2024 Annual Meeting; • The Class II directors are Anup Bagaria, George L. Majoros, Jr. and Stuart A. Martin, and their terms will expire at our 2025 annual meeting of stockholders; and • The Class III directors are Diana Bell, Thi La and Randall J. Weisenburger, and their terms will expire at our 2026 annual meeting of stockholders. Our current Class I directors, Messrs. Cahilly, Paul, and Szteinbaum and Ms. Kim, have been nominated to serve as Class I directors and have agreed to stand for election. If the nominees for Class I are elected at the 2024 Annual Meeting, then each nominee will serve for a three‑year term expiring at our 2027 annual meeting of stockholders, or until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Our directors are elected by a plurality of the votes cast. If a choice is specified on the proxy card by a stockholder, the shares will be voted as specified. If a choice is not specified on the proxy card, and authority to do so is not withheld, the shares will be voted “FOR” the election of the four nominees for Class I above. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by the Company’s management or the board of directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. The following is a brief biography and discussion of the specific attributes, qualifications, experience and skills of each nominee for director and each director whose term will continue after the 2024 Annual Meeting. Our board of directors and management encourage each nominee for director and each continuing director to attend the 2024 Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE FOUR CLASS I NOMINEES FOR DIRECTOR. CLASS I DIRECTORS – To be elected for a three-year term expiring at our 2027 annual meeting of stockholders Andrew J. Paul, age 67, has served as a member of our board of directors since August 2017. Mr. Paul co-founded Corsair in 1994. He has served as our Chief Executive Officer since 1994 and previously served as our President from 1994 to 2021. Previously, Mr. Paul served as President of the Multichip Division at Cypress Semiconductor Corporation, a provider of semiconductor devices. Mr. Paul also founded Multichip Technology, Inc., a provider of high-performance memory modules and electronics in 1987, and the business was sold to Cypress Semiconductor Corporation in 1993. Prior to that, he worked as a marketing manager at Integrated Device Technology, Inc. and in several sales and marketing positions at Fairchild Semiconductor Incorporated. Mr. Paul holds a B.Sc. (Hons) in Physics from The City University, London, England. We believe that Mr. Paul is qualified to serve on our board of directors due to his deep knowledge of the business as the co-founder of Corsair and his experience in the computer components and peripherals industry. Samuel R. Szteinbaum, age 61, has served as a member of our board of directors since August 2017. Mr. Szteinbaum is currently the Chief Executive Officer and Chairman of the board of directors for preschool provider The Wonder Years, which he founded in 1988. Previously, Mr. Szteinbaum served as the chairman of the board of directors of Asetek, Inc., a public company that trades on the Oslo stock exchange, from February 2009 until October 2018. Mr. Szteinbaum also served as a member of the board of directors of Sococo, Inc., a private software company, from 2008 until 2012. From June 1984 to November 2008, Mr. Szteinbaum held various positions at Hewlett-Packard Company, including serving as Vice President of the Consumer Products Group (Desktop and Notebook Computing) from May 2002 through October 2005, and as Vice President of and Chief Learning Officer from October 2005 to November 2008. Mr. Szteinbaum earned a B.A. in Mathematics and Economics from the University of California, Santa Cruz and an M.S. in Management from Purdue University. We believe that Mr. Szteinbaum is qualified to serve on our board of directors due to his deep experience in the technology industry. Jason Glen Cahilly, age 53, has served as a member of our board of directors since August 2017. Mr. Cahilly is currently the Chief Executive Officer of Dragon Group LLC and its affiliates, a private firm that provides capital and business management consulting and advisory services worldwide. Mr. Cahilly also currently serves as a member of the boards of directors, and as a member of the compensation and audit committees, of Carnival Corporation & plc, a public travel and leisure company. Previously, Mr. Cahilly served as the Chief Strategic and Financial Officer of the National Basketball Association from January 2013 to June 2017, as well as a director of the board of NBA China. Prior to that, Mr. Cahilly spent 12 years at Goldman Sachs & Co., where he served as Partner, Global Co-Head of Media & Telecommunications and Head of Principal Investing for TMT, among other roles. Mr. Cahilly earned a B.A. in International Relations and in Economics from Bucknell University and a J.D. from Harvard Law School. We believe that Mr. Cahilly is qualified to serve on our board of directors due to his more than 25 years of experience in the global media, technology, entertainment, sports, leisure, communications and finance sectors in a variety of senior roles. Sarah Mears Kim, age 45, has served as a member of our board of directors since December 2021. Ms. Kim has served as a Partner at Centana Growth Partners since January 2023. Ms. Kim previously served as Chief Financial and Business Officer of Archipelago Analytics, a private AI-driven technology platform, from August 2021 to July 2022. Before joining Archipelago Analytics, Ms. Kim worked at ICONIQ Capital’s Family Office, where she served as Senior Vice President, Head of Private Equity and Venture Capital from September 2019 to August 2021 and the Head of Private Markets and Co-Investments from February 2016 to September 2019. She previously served as the Director of Private Equity for the Stanford Management Company from August 2013 to February 2016. Ms. Kim also served on the board of directors for ABR Reinsurance Capital Holdings Ltd., a Bermuda-based insurance carrier, from March 2019 to September 2021. Ms. Kim earned her B.S at Stanford University and her M.B.A. at the Wharton School of the University of Pennsylvania. We believe that Ms. Kim is qualified to serve on our board of directors due to her broad leadership skills and business experience gained in a variety of industries. CLASS II DIRECTORS – To continue in office until our 2025 annual meeting of stockholders

  2. ELECTION OF DIRECTORS

    George L. Majoros, Jr., age 62, has served as a member of our board of directors since August 2017. Mr. Majoros is currently a Co-Managing Partner of EagleTree Capital, LP, or EagleTree Capital, having first joined EagleTree Capital’s predecessor firm, Wasserstein Perella & Co., in 1993. Mr. Majoros has also served on the boards of directors of numerous public and private companies over the past 25 years. Prior to joining EagleTree Capital, Mr. Majoros practiced law with Jones, Day, Reavis & Pogue, where he specialized in contested takeovers, mergers and acquisitions and corporate and securities law. Mr. Majoros received his A.B. in Economics from the University of Michigan and his J.D. from Case Western Reserve University Law School. We believe that Mr. Majoros is qualified to serve on our board of directors due to his broad leadership skills and business experience gained in a variety of industries. Anup Bagaria, age 51, has served as a member of our board of directors since August 2017. Mr. Bagaria is currently Co-Managing Partner at EagleTree Capital, and we appointed Mr. Bagaria to our board of directors in September 2018. Mr. Bagaria joined EagleTree Capital’s predecessor firm, Wasserstein Perella & Co., in 1994 and has served on the boards of directors of numerous private companies over the past 25 years. He also served as the Chief Executive Officer of New York Media. Mr. Bagaria received his S.B. from the Massachusetts Institute of Technology. We believe that Mr. Bagaria is qualified to serve on our board of directors due to his broad leadership skills and business experience gained in a variety of industries. Stuart A. Martin, age 42, has served as a member of our board of directors since August 2017. Mr. Martin joined EagleTree Capital’s predecessor firm in 2004. Prior to EagleTree Capital, Mr. Martin worked at UBS Los Angeles, focusing on leveraged finance, consumer products and media transactions. Mr. Martin helps lead EagleTree’s investment activities in the consumer products sector. He currently serves on the board of directors for Lignetics, MacKenzie-Childs, Summit Hill Foods and Warbird Marine Holdings. He previously served on the boards of directors of Harry & David, Paris Presents and So Delicious Dairy Free. Mr. Martin received his B.A. in Economics from Pomona College and was elected to Phi Beta Kappa. We believe that Mr. Martin is qualified to serve on our board of directors due to his extensive financial and strategic experience gained over many years. CLASS III NOMINEES FOR DIRECTORS – To continue in office until our 2026 annual meeting of the stockholders Diana Bell, age 72, has served as a member of our board of directors since September 2020. Ms. Bell also currently serves as a member of the board of directors of Fresh Lifelines for Youth and previously served as a member of the board of directors of the Sutter Health Bay Area Hospitals from January 2014 to December 2022. From June 1975 to May 2007, Ms. Bell held various positions at Hewlett-Packard Company, each with increased impact and responsibility. There, she served as VP of the Mobile Computing Division and as Senior Vice President of the worldwide Total Customer Experience & Quality functions as well as Corporate Affairs. During the period following her work at HP, Ms. Bell provided one-off speaking or consulting engagements for organizations including: Pitney Bowes, Sun Power Corporation, the Leon H. Sullivan Foundation and the National Initiative for Service Excellence Inc. Ms. Bell served on the California Board of Accountancy from September 2009 to January 2015. From 2009 to April 2020, she served on the board of directors of Girl Scouts of Northern California. Ms. Bell holds a Bachelor of Science degree in Mathematics from Michigan State University and an M.B.A. from Clark Atlanta University. We believe that Ms. Bell is qualified to serve on our board of directors due to her extensive leadership experience in the technology industry. Randall J. Weisenburger, age 65, has served as a member of our board of directors since July 2018. He started Mile 26 Capital, LLC in January 2015. Previously, Mr. Weisenburger was the Executive Vice President and Chief Financial Officer of Omnicom Group Inc. from 1998 until September 2014. Before joining Omnicom, he was a founding member of Wasserstein Perella and a former member of the First Boston Corporation. At Wasserstein Perella, Mr. Weisenburger specialized in private equity investing and leveraged acquisitions. From 1993 through 1998, Mr. Weisenburger was President and Chief Executive Officer of the firm’s merchant banking subsidiary, Wasserstein & Co. Additionally, he held various roles within WP’s portfolio of investment companies including: Co-Chairman of Collins & Aikman Corp, CEO of Wickes Manufacturing, Vice Chairman of Maybelline Inc., and Chairman of American Law Media. Mr. Weisenburger currently serves as a member of the board of directors of Carnival Corporation & plc, Valero Energy Corporation and MP Materials Corp. Mr. Weisenburger also serves as a member of the compensation committee of Valero Energy Corporation. Mr. Weisenburger previously served as a member of the Board of Overseers of the Wharton School of Business at the University of Pennsylvania, a trustee of Eisenhower Fellowships, as a member of the board of directors of the New York City Health & Hospital Foundation and of the US Ski and Snowboard Foundation. He earned a B.S. in Accounting and Finance from Virginia Polytechnic Institute and State University and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Mr. Weisenburger is qualified to serve on our board of directors due to his experience as a senior executive of a large multi-national corporation and his extensive financial and accounting skills. Thi La, age 59, has served as a member of our board of directors since December 2021. Ms. La also served as our President since January 2021 and as our Chief Operating Officer since August 2013. From May 2010 to August 2013, she served as our Senior Vice President and General Manager of our gaming PC component unit. Previously, from April 2008 to July 2010, Ms. La served as the Vice President of Global Operations and Information Technology at Opnext, Inc., a designer and manufacturer of optical gaming, modules and subsystems for communications uses. From 1997 to 2008 she held various positions at HP, including Director of Consumer Desktop PC, Display and Accessories for North America. Ms. La holds a B.S. in Electrical Engineering from San Jose State University. We believe that Ms. La is qualified to serve on our board of directors due to her extensive leadership experience in the technology industry.

  3. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our board of directors is committed to attracting and retaining a highly experienced, capable and diverse group of non‑employee directors, including through pay levels and compensation practices that are competitive relative to other publicly‑listed companies. In addition, we reimburse our non‑employee directors for travel and other necessary business expenses incurred in the performance of their services for us. For fiscal 2023, our non-employee directors (other than any individual who is (1) an employee of the Company or any parent or subsidiary or (2) serving on the board as a stockholder representative) were compensated under our non‑employee director compensation program, or the Director Compensation Program. Pursuant to the Director Compensation Program, our non‑employee directors will receive cash compensation, paid quarterly in arrears, as follows: • Each non‑employee director will receive an annual cash retainer in the amount of $65,000 per year. • The chairperson of the audit committee will receive additional annual cash compensation in the amount of $30,000 per year for such chairperson’s service on the audit committee. Each non‑chairperson member of the audit committee will receive additional annual cash compensation in the amount of $15,000 per year for such member’s service on the audit committee. • The chairperson of the compensation committee will receive additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the compensation committee. Each non‑chairperson member of the compensation committee will receive additional annual cash compensation in the amount of $10,000 per year for such member’s service on the compensation committee. • The chairperson of the nominating and corporate governance committee will receive additional annual cash compensation in the amount of $12,500 per year for such chairperson’s service on the nominating and corporate governance committee. Each non‑chairperson member of the nominating and corporate governance committee will receive additional annual cash compensation in the amount of $7,500 per year for such member’s service on the nominating and corporate governance committee. Under the Director Compensation Program, each non‑employee director who serves on the board as of any annual meeting (and will continue serving following such annual meeting) will automatically, on the date of such annual meeting, be granted Annual Awards of: (a) an option to purchase shares of our common stock, which option will have an aggregate grant date value on the date of grant of $100,000; and (b) restricted stock units with an aggregate value on the date of grant of $100,000. The Initial Awards will vest on the first anniversary of the date of grant, subject to continued service through each applicable vesting date. The Annual Awards will vest on the earlier of the first anniversary of the date of grant or the date of the next annual stockholders’ meeting to the extent unvested as of such date, subject to continued service through each applicable vesting date. The exercise price per share of director options will be equal to the fair market value of a share of our common stock on the grant date, and all equity awards held by the directors will vest in full upon the consummation of a Change in Control (as defined in the 2020 Incentive Award Plan, or the 2020 Plan). In accordance with the 2020 Plan, the sum of the value of all equity awards and cash that may be granted to a non‑employee director during any calendar year shall not exceed $1,000,000 for such director’s first year of service as a director and $500,000 for each year thereafter. Our board of directors and compensation committee considered all material information available when determining the compensation programs for our non‑employee directors, including in particular data provided by Compensia, who provided data relating to companies having market capitalizations and industries similar to ours. While our board of directors and compensation committee reviewed the statistical compensation data and elements derived from this supplemental industry information when determining the compensation for our non-employee director compensation programs, our board of directors and our compensation committee did not benchmark our non-employee director compensation against any single company or an identifiable select group of companies. The following table summarizes the total compensation earned during the year ended December 31, 2023 by our non‑employee directors.

  4. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Other ($) | Total ($) | | Anup Bagaria | — | — | — | — | — | | Jason Glen Cahilly | 104,438 | 97,629 | 99,773 | — | 301,840 | | George L. Majoros, Jr. | — | — | — | — | — | | Stuart A. Martin | — | — | — | — | — | | Samuel R. Szteinbaum | 97,500 | 97,629 | 99,773 | — | 294,902 | | Randall J. Weisenburger | 99,438 | 97,629 | 99,773 | — | 296,840 | | Diana Bell | 80,000 | 97,629 | 99,773 | — | 277,402 | | Sarah Mears Kim | 79,438 | 97,629 | 99,773 | — | 276,840 |

  5. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) Amounts shown represent the grant date fair value of options and restricted stock units granted during fiscal 2023 as calculated in accordance with ASC Topic 718. See Note 11 of the consolidated financial statements included in our Annual Report on Form 10-K filed on February 27, 2024. The grant date fair value reflected in the tables above are slightly different from the values in the Director Compensation Program as a result of the rounding of shares numbers as part of the grant value calculations. The table below shows the aggregate numbers of option awards outstanding (exercisable and unexercisable) and unvested stock awards held as of December 31, 2023 by each non-employee director who was serving as of December 31, 2023.

  6. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Options Outstanding at Fiscal Year End | Unvested Outstanding Stock Awards at Fiscal Year End | | Anup Bagaria | — | — | | Jason Glen Cahilly | 112,382 | 5,263 | | George L. Majoros, Jr. | — | — | | Stuart A. Martin | — | — | | Samuel R. Szteinbaum | 87,382 | 5,263 | | Randall J. Weisenburger | 112,382 | 5,263 | | Diana Bell | 34,843 | 5,263 | | Sarah Mears Kim | 27,157 | 5,263 |

  7. Compensation Philosophy and Objectives

    | What We Do | | What We Do Not Do | | ✓ | Emphasize performance-based, at-risk compensation.X | Grant uncapped cash incentives or guaranteed equity compensation. | | ✓ | Emphasize the use of equity compensation with multi-year vesting to promote executive retention and to reward long-term value creation.X | Provide excessive perquisites. | | ✓ | Weight the overall pay mix towards incentive compensation for senior executives.X | Provide compensation-related tax gross-ups. | | ✓ | Utilize independent compensation consultant to advise our compensation committee.X | Guarantee executive officers’ annual salary increases, bonuses, or new grants of long-term equity. | | ✓ | Establish incentive compensation programs based on metrics that are aligned with our corporate strategy and designed to grow stockholder value.X | Permit our employees, including our executive officers, and the members of our board of directors to pledge or hedge shares of our common stock. | | ✓ | Utilize a clawback policy that complies with SEC and corresponding Nasdaq listed company requirements. | |

  8. Role of the Compensation Committee, Board of Directors and Executive Officers

    Role of the Compensation Committee, Board of Directors and Executive Officers Our compensation committee initially determines the compensation policy and total direct compensation payable to all of our NEOs, together with input from our Chief Executive Officer, and makes recommendations to our board of directors for its formal approval. The compensation committee and the board of directors interact with management on compensation issues primarily through communications, meetings and discussions with the Chief Executive Officer and the Chief Human Resources Officer, who also attend meetings of the compensation committee and/or board of directors as requested by the compensation committee and board of directors, as the case may be. As part of the fiscal 2023 compensation determination process, the Chief Executive Officer recommended to the compensation committee at the beginning of the year key initiatives and goals for the Company and for each NEO. The compensation committee then presented its own recommendations to the board of directors for formal approval. In addition, the compensation committee reviewed and initially determined total direct compensation for our Chief Executive Officer and then recommended such to our board of directors for formal approval. Our Chief Executive Officer did not participate in any formal decisions by our compensation committee or board of directors regarding his own compensation and he recused himself from formal votes when his compensation was decided. At the end of each year, the board of directors after recommendation from our compensation committee evaluated and formally determined our actual company-wide performance against the operating plan and performance targets that had been approved for the prior fiscal year. The compensation committee also met periodically to discuss compensation-related matters as they arose during the year. In early fiscal 2024, after completion of the fiscal 2023 year, the Chief Executive Officer reviewed with the compensation committee progress towards goals, results compared to targets and other material items relating to overall company performance and each NEO. The Chief Executive Officer and the compensation committee also reviewed competitive market analyses prepared and provided by independent compensation consultant Compensia. The Chief Executive Officer provided the compensation committee with recommended total direct compensation levels for fiscal 2023 and targeted total direct compensation levels for fiscal 2024 for each NEO except for his own. The compensation committee then determined the fiscal 2023 actual and 2024 targeted total direct compensation for each of our NEOs. Our compensation committee recommended for approval by our board of directors (and our board of directors formally approved in early fiscal 2024) our actual executive compensation for each NEO awarded for fiscal 2023 and targeted for fiscal 2024.

  9. Role of Compensation Consultant

    Role of Compensation Consultant As part of the 2023 compensation decisions, the board of directors and the compensation committee considered advice and data provided by Compensia, an independent compensation consulting firm engaged by us in 2023 to provide guidance regarding our executive compensation program and to gain a general understanding of current compensation practices. The data provided by Compensia reported statistics on the total compensation, position and responsibilities of executives employed by similarly-situated companies in our industry. For fiscal 2023, Compensia advised and assisted with the following: • development of a peer group to be used in the evaluation of 2023 executive and director compensation; • market analysis of executive officer base salary and annual cash bonus compensation; • market analysis of long-term incentive compensation of our executive officers; • market analysis of director compensation; • design of competitive and appropriate compensation packages to incentivize executives to maximize company performance; • consultation with our compensation committee chair and other members between compensation committee meetings; and • support on other ad hoc matters throughout the year.

  10. 2023 Peer Group

    2023 Peer Group With the assistance of Compensia, the compensation committee annually reviews the composition of the peer group to account for changes in both our business and the businesses of the companies in the peer group. While referencing peer group compensation levels is helpful in determining market-competitive compensation for our NEOs, the compensation committee and board of directors do not directly tie any pay elements to particular benchmarks within the peer group. Rather, peer data is one material consideration, along with employee knowledge, skills, experience, individual performance and scope of responsibilities, among other factors. In developing the 2023 peer group, the compensation committee considered several qualitative and quantitative elements. The targeted criteria set out below were guidelines, and not all companies selected met each of the selection criteria. • Industry Scope – electronic components, electronic equipment and instruments, communication equipment, alternative carriers, semiconductors, consumer electronic and technology HW, storage and peripherals; Revenue Scale – companies within a revenue range for the last four quarters of $1 billion to $5.3 billion (~0.5x to ~3x our same revenue at the time the peer group was adopted); Market Capitalization – companies within a market cap range of $350 million to $5.2 billion (~0.25x to ~4x our valuation at the time the peer group was adopted); and • Geographic Location – headquartered in the U.S. with a preference for Bay Area and/or west coast companies. Following this analysis, the compensation committee identified the following 19 publicly-traded companies as our peer group to be used in reviewing executive compensation for 2023:

  11. 2023 Peer Group

    | Belden Inc. | Ciena Corporation | EchoStar Corporation | | ePlus inc. | Extreme Networks, Inc. | GoPro, Inc. | | Infinera Corporation | Juniper Networks Inc. | Logitech International S.A. | | Lumentum Holdings Inc. | NETGEAR, Inc. | OSI Systems, Inc. | | Pure Storage, Inc. | SMART Global Holdings, Inc. | Sonos, Inc. | | Super Micro Computer, Inc. | Ubisoft Entertainment SA | Viavi Solutions Inc. | | VIZIO Inc. | | |

  12. 2023 Peer Group

    We have added four new companies which now fell within the targeted criteria set forth above: ePlus, Extreme Networks, Inc., Infinera and OSI Systems. We also removed two companies who were part of our peer group in 2022: Coherent, Inc. (because it was acquired by another company) and Plantronics, Inc. (because it was acquired by another company). Our compensation committee expects to periodically review and update this peer group and to utilize an independent compensation consultant for benchmarking and peer group analysis in determining and developing compensation packages for our NEOs.

  13. Components of Compensation for Fiscal 2023

    Effective November 1, 2022, our compensation committee recommended, and the board of directors formally approved, an adjustment to Mr. Paul’s compensation, or the CEO Adjustment, whereby Mr. Paul would cease being paid any cash salary (reducing his salary to $0) through December 31, 2023, in addition to other adjustments described herein. Annual Cash Bonus. Annual cash bonus payments are intended to reward short‑term company‑wide, business unit and individual performances and achievements. In fiscal 2023, each NEO’s target annual cash bonus comprised a significant portion of their respective total cash compensation opportunity, in line with our intention to pay for performance. As a cornerstone of our compensation policy, we aim to create a direct correlation between the executive’s role and responsibilities and the ability to earn variable pay. Our annual cash bonus plans are designed to motivate and reward our executives for achieving and exceeding corporate, business unit and individual goals, thereby tying the executives’ interests to those of our stockholders. The annual cash bonus program is reviewed and approved annually by our board of directors after being reviewed and approved by our compensation committee, which receives recommendations from our Chief Executive Officer. Each of our NEOs was eligible for performance‑based cash incentives under our annual bonus program in 2023. Target Annual Cash Bonus Amounts. Our board of directors expresses each executive’s target annual cash bonus opportunity as a percentage of base salary actually paid in the applicable fiscal year. The board of directors after recommendation from the compensation committee, and with reference to Compensia market data, set these rates based on each participating executive’s experience in his or her role, level and scope of responsibility held and other relevant factors. In January 2023, the Chief Executive Officer provided the compensation committee with his recommendations regarding the fiscal 2023 target bonus amounts for our NEOs other than himself. These amounts were established by the compensation committee and, in turn, our board of directors after further taking into consideration the Compensia data described above, historical bonus payout levels, the Corporate Performance Factor established by the compensation committee for fiscal 2023 and the compensation committee’s philosophy to emphasize performance‑based pay. For fiscal 2023, our board of directors after recommendations from our compensation committee established target bonus opportunities of 120% of base salary for Mr. Paul, 100% for Ms. La and 75% for Mr. Potter. Performance Goals. When determining the annual cash bonus amounts to be ultimately paid to our NEOs under the annual cash bonus program, the board of directors after recommendation from the compensation committee compares corporate, business unit and individual performances against goals established at the beginning of the year. 75% of the total cash bonus opportunity for each NEO is a function of the Corporate Performance Factors and the remaining 25% is a function of a threshold performance factor, or the Individual Performance Factor, and, then once the Individual Performance Factor has been determined, their individual performance is assessed against such Individual Performance Factor. Accordingly, for fiscal 2023, the annual cash bonus opportunities for our NEOs in respect to the Corporate Performance Factor and the Individual Performance Factor, respectively, were as follows: $765,000 and $255,000 for Mr. Paul, $422,250 and $140,750 for Ms. La, and $295,312 and $98,438 for Mr. Potter. Despite Mr. Paul having a base salary of $0 pursuant to the CEO Adjustment, he would remain eligible for a target bonus of $1,020,000 for 2023. Performance Factors. The Corporate Performance Factors for each year are established by the compensation committee and, in turn, approved by our board of directors, taking into account historical performance, company and industry growth, the Company’s annual operating plan, consultation with management and Compensia, any investor guidance and such other factors as the compensation committee deems appropriate. In fiscal 2023, the approved Corporate Performance Factors were based on two performance goals (weighted equally at 50%): (i) our annual revenue and (ii) our operating income as adjusted for certain non-GAAP factors, or non-GAAP adjusted operating income. Non-GAAP adjusted operating income is intended to be an internal financial measure that may be adjusted for extraordinary and/or non-recurring items, not calculated in accordance with GAAP. For a full reconciliation for non-GAAP adjusted operating income to the most directly comparable financial measure stated in accordance with GAAP, please see “Use and Reconciliation of Non-GAAP Financial Measures” and the accompanying tables in our press release filed as an exhibit to a Current Report on Form 8-K that we filed with the SEC on February 13, 2024. In addition, the compensation committee and board of directors may, in their discretion, make further adjustments to the non-GAAP adjusted operating income certified as ultimately achieved for a given year. In January 2023, the compensation committee set the Corporate Performance Factors for fiscal 2023 at (i) $1,527.9 million for annual revenue and (ii) $110.4 million for non-GAAP adjusted operating income. The compensation committee believed these targets represented an ambitious but achievable performance goal based on the information known at the time. The compensation committee also determined that each Corporate Performance Factor would have a threshold level for annual cash bonus payouts at 90% for annual revenue and 85% for non‑GAAP adjusted operating income of the Corporate Performance Factor being achieved (resulting in a preliminary annual cash bonus payout amount of 25% for annual revenue and 50% for non‑GAAP adjusted operating income), would meet target at 100% of the Corporate Performance Factor being achieved (resulting in a preliminary annual cash bonus payout amount of 100% for each Corporate Performance Factor) and would be at its maximum at 110% for annual revenue and 115% for non‑GAAP adjusted operating income of the Corporate Performance Factor being achieved (resulting in a preliminary annual cash bonus payout amount of 200% for each Corporate Performance Factor). Amounts between threshold, target and maximum levels would be determined using linear interpolation.

  14. Components of Compensation for Fiscal 2023

    | Revenue Targets & Payout Scale | Threshold | Target | Maximum | | Revenue attainment v. 2023 target | 90% | 100% | 110% | | Bonus payout % of target | 25% | 100% | 200% |

  15. Components of Compensation for Fiscal 2023

    | Non-GAAP Adjusted Operating Income (AOI) Targets & Payout Scale | Threshold | Target | Maximum | | AOI attainment v. 2023 target | 85% | 100% | 115% | | Bonus payout % of target | 50% | 100% | 200% |

  16. Components of Compensation for Fiscal 2023

    The actual amounts paid to our NEOs, other than our Chief Executive Officer, in respect of the Individual Performance Factor portion of the annual cash bonus are determined, after holistic assessments of each NEO’s performance for the given year, by our compensation committee and board of directors inclusive of recommendations from our Chief Executive Officer. In fiscal 2023, the approved Individual Performance Factor was based on one financial performance goal: our operating income as adjusted for certain non‑GAAP factors, or non‑GAAP adjusted operating income. In January 2023, the compensation committee set the Individual Performance Factors for fiscal 2023 at $83 million. The compensation committee believed this target represented an ambitious but achievable performance goal based on the information known at the time. In order to be eligible for a bonus under the Individual Performance Factor for 2023, the Individual Performance Factor must have met at least 75% of target (in which case an Individual Performance Factor up to 100% can be attained), and if the Individual Performance Factor equals or exceeds 85% of target, then an Individual Performance Factor up to 200% can be attained. In the case of our Chief Executive Officer, our board of directors, upon recommendation from our compensation committee, determines the actual amount of the portion of the annual cash bonus to be paid in respect of the Individual Performance Factor portion of the annual bonus. In the case of the other NEOs, our Chief Executive Officer determines the actual amount of Individual Performance Factor payout. The portion of the annual cash bonus payable with respect to the Individual Performance Factor for NEOs with performances that did not meet expectations is expected to be zero. Certification of Performance Goals. Following the end of fiscal 2023, the compensation committee reviewed actual annual revenue and non‑GAAP adjusted operating income achieved during fiscal 2023, and made pro forma adjustments to the annual revenue threshold of the Corporate Performance Factor and to the non‑GAAP adjusted operating income thresholds of the Corporate Performance Factor and Individual Performance Factor in respect of certain acquisition activities. The compensation committees determined these adjustments to the original targets were warranted and certified an annual revenue threshold of $1,448.7 million (which is our net adjusted revenue for 2023 as adjusted to exclude revenue from a bolt-on acquisition which was acquired in July 2023) and a non‑GAAP adjusted operating income amount of $87.0 million (which is our net adjusted operating income adjusted to exclude operating losses from a bolt-on acquisition which was acquired in July 2023) for fiscal 2023. The compensation committee then certified 95% and 79% achievement compared to target of these respective new thresholds for 2023. These determinations resulted in a Corporate Performance Factor preliminary bonus payout percentage of 61% in respect of the annual revenue and 0% in respect of the annual non-GAAP adjusted operating income performance goals. In addition, our annual non-GAAP adjusted operating income resulted in an 89% Individual Performance Factor from target, which exceeded the threshold meaning that our NEOs could receive up to 100% of the Individual Performance Factor portion of their annual bonus based on their individual performance. Our board of directors determined (after recommendation from our compensation committee) the payout percentages based on their individual performance under the Individual Performance Factor to be 84% for Mr. Paul, 90% for Ms. La, and 90% for Mr. Potter based on the compensation committee’s determination, in its discretion, that each such NEO had exceeded in 2023. Following its review and determinations, the board of directors awarded (based on recommendation from our compensation committee) cash bonuses to each NEO as set forth in the table below. The NEOs’ 2023 bonuses are set forth under the “Summary Compensation Table” below.

  17. Components of Compensation for Fiscal 2023

    | Name | Bonus Target (salary paid in 2023 x target bonus percentage) ($) | Corporate Performance Bonus (equal to 75% x bonus target x 30.5%) ($) | Individual Performance Bonus (equal to 25% x bonus target x individual achievement level) ($) | Annual Performance Bonus Paid (corporate + individual) ($) | | Andrew J. Paul | 1,020,000 | 233,708 | 214,200 | 447,908 | | Thi L. La | 563,000 | 128,997 | 126,675 | 255,672 | | Michael G. Potter | 393,750 | 90,218 | 88,594 | 178,812 |

  18. Components of Compensation for Fiscal 2023

    Going forward, we expect to continue to use a similar performance‑based incentive framework in deciding annual cash bonuses for our executives, including for our annual 2024 cash bonus plan. Long‑Term Equity Awards. Our board of directors and compensation committee seek to foster an environment of executive ownership that incentivizes long‑term investment and focus by our NEOs through the use of equity‑based awards. Our aim is to promote long‑term, sustainable growth and to align executive performance and behaviors to create a culture conducive to stockholder investment. The compensation committee and our board of directors believe a meaningful portion of compensation should be equity‑based and should recognize scope of responsibilities, reward demonstrated leadership and performance, motivate future superior performance and closely align the interests of our executives with our stockholders. As a key tool to assist in attracting, motivating and retaining a highly experienced, capable and diverse group of employees and non‑employee directors, following our initial public offering, we maintain the 2020 Plan. The 2020 Plan provides for the grant of options, PSUs, RSUs and other stock‑based awards. When determining the size of the grants for our NEOs, our compensation committee’s and board of directors’ philosophy is to provide our NEOs with strong incentives to build long‑term value in the Company in close alignment with our stockholders. We also granted options to each of our NEOs prior to adoption of the 2020 Plan. Options to purchase our common stock that were granted to our NEOs prior to our initial public offering are governed by the 2017 Equity Incentive Program, or the 2017 Program. In February 2023, we granted stock options and RSUs to each of our NEOs. Twenty‑five percent of the stock options vest on February 15, 2024 and 1/48th vest on each monthly anniversary thereafter, subject to the applicable NEO’s continued service through the vesting date. Twenty‑five percent of the RSUs vest on February 15, 2024 and 12.5% vest on each six month anniversary thereafter, subject to the applicable NEO’s continued service through the vesting date. The following table sets forth the number of stock options and RSUs granted to our NEOs in the 2023 fiscal year.

  19. Components of Compensation for Fiscal 2023

    | Name | Stock Options Granted | RSUs Granted | | Andrew J. Paul | 511,364 | 96,712 | | Thi L. La | 213,068 | 40,297 | | Michael G. Potter | 149,148 | 28,208 |

  20. Components of Compensation for Fiscal 2023

    to, its chief executive officer, chief financial officer and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non‑deductible allows us to provide compensation tailored to the needs of our company and our NEOs and is an important part of our responsibilities and benefits our stockholders. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation‑Stock Compensation, or ASC Topic 718, for our stock‑based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share‑based payment awards made to employees and directors, including stock options and restricted stock units, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. Other provisions of the Code can also affect compensation decisions for our NEOs. Section 409A of the Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The board of directors and the compensation committee will take into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and will strive to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A. Section 280G of the Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Code imposes a 20% excise tax on those payments. The board of directors and the compensation committee will take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.

  21. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during the last three fiscal years.

  22. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Andrew J. Paul | 2023 | —(4) | — | 1,763,060 | 4,489,367 | 447,908 | — | 6,700,335 | | Chief Executive Officer | 2022 | 708,333 | — | 3,147,007 | 6,024,176 | — | 11,600 | 9,891,116 | | | 2021 | 918,786 | 161,228 | 2,161,153 | 6,000,600 | 921,400 | 11,600 | 10,174,767 | | Thi L. La | 2023 | 563,000 | — | 734,614 | 1,870,567 | 255,672 | 13,200 | 3,437,053 | | President | 2022 | 563,000 | — | 974,983 | 2,259,069 | — | 11,600 | 3,808,652 | | | 2021 | 608,561 | 88,992 | 675,368 | 1,875,181 | 555,493 | 11,600 | 3,815,195 | | Michael G. Potter | 2023 | 525,000 | — | 514,232 | 1,309,400 | 178,812 | 13,200 | 2,540,644 | | Chief Financial Officer | 2022 | 525,000 | — | 673,493 | 1,506,046 | — | 11,600 | 2,716,139 | | | 2021 | 547,614 | 59,275 | — | — | 338,750 | 11,600 | 957,239 |

  23. 2023 Summary Compensation Table

    (1) Amounts shown represent the grant date fair value of options and RSUs granted during fiscal 2023 as calculated in accordance with ASC Topic 718. See Note 11 of the consolidated financial statements included in the Annual Report on Form 10-K filed on February 27, 2024, for the assumptions used in calculating this amount. (2) Amounts shown represent the annual performance‑based cash bonuses earned by our NEOs based on the achievement of certain performance objectives. These amounts are paid to the NEOs early in the year following the applicable performance period. Please see the descriptions of the annual performance bonuses paid to our NEOs under “Annual Cash Bonus” above. (3) Amounts shown represent matching contributions under our 401(k) plan. (4) Pursuant to the CEO Adjustment approved in November 2022, Mr. Paul did not receive a base salary in 2023.

  24. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table represents our grants of plan‑based awards to our NEOs for the past fiscal year.

  25. Grants of Plan-Based Awards in 2023

    | | Estimated Future Payouts Under Non‑Equity Incentive Plan Award (1) | | | | All other stock awards: Number of shares of stock or units (#)(2) | All other option awards: Number of securities underlying options (#)(3) | Exercise or base price of option awards ($/Sh)(4) | Grant date fair value of stock and option awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Andrew J. Paul | — | 382,500 | 1,020,000 | 2,040,000 | — | — | — | — | | | 2/16/2023 | — | — | — | — | 511,364 | 18.23 | 4,489,367 | | | 2/16/2023 | — | — | — | 96,712 | — | — | 1,763,060 | | Thi L. La | — | 211,125 | 563,000 | 1,126,000 | — | — | — | — | | | 2/16/2023 | — | — | — | — | 213,068 | 18.23 | 1,870,567 | | | 2/16/2023 | — | — | — | 40,297 | — | — | 734,614 | | Michael G. Potter | — | 147,656 | 393,750 | 787,500 | — | — | — | — | | | 2/16/2023 | — | — | — | — | 149,148 | 18.23 | 1,309,400 | | | 2/16/2023 | — | — | — | 28,208 | — | — | 514,232 |

  26. Grants of Plan-Based Awards in 2023

    Amounts in the “Estimated Future Payouts Under Non‑Equity Incentive Plan Awards” column relate to amounts payable under our 2023 cash bonus plan. The threshold column assumes the achievement of the corporate and individual goals only at the threshold level. The threshold bonus amount can be calculated by multiplying the target bonus of each NEO times the threshold percentage of 37.5%. The target column assumes the full target achievement for both corporate and individual goals. The target bonus amount can be calculated by multiplying the base salary of each NEO actually paid in 2023 times target bonus percentage established by the board of directors times the target percentage of 100%. For Mr. Paul, even though his base salary actually paid in 2023 was $0, he still remained eligible for a target bonus as if he had received his original salary in full. The maximum column assumes the maximum achievement for both corporate and individual goals. The maximum bonus amount can be calculated by multiplying the target bonus of each NEO times the maximum percentage of 200%. (2) Consists of time-based RSUs issued pursuant to our 2020 Plan. Generally, the time-based RSUs awarded to our executives vest over four years with a one year cliff and then every six months thereafter from the vesting commencement date, subject to the continued employment of the NEO. (3) Consists of time-based stock options issued pursuant to our 2020 Plan. Generally, the time-based stock options awarded to our executives vest over four years with a one year cliff and monthly thereafter from the vesting commencement date, subject to the continued employment of the NEO. (4) The amounts shown in this column represent the fair market value of one share of our common stock on the date of grant. For option grants to the NEOs in 2023, our compensation committee determined that the fair market value of our common stock on the date of grant was equal to the last sale, or closing, price of our common stock on the Nasdaq Global Select Market on the date of grant. (5) The amounts shown in this column represent the grant date fair value of stock option or RSU awards granted to our NEOs in 2023, calculated in accordance with SEC rules, but excluding the effect of any estimated forfeitures.

  27. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2023.

  28. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | Name | Vesting Commencement Date (1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | | Andrew J. Paul | 8/28/2017 | 500,000 | — | 2.20 | 11/12/2027 | — | — | | | 8/28/2017 | 500,000 | — | 5.52 | 11/12/2027 | — | — | | | 1/1/2021 (3) | 244,823 | 90,935 | 43.05 | 2/11/2031 | — | — | | | 1/1/2021 (4) | — | — | — | — | 18,825 | 265,433 | | | 1/2/2022 (3) | 330,080 | 358,783 | 19.72 | 2/1/2032 | — | — | | | 1/2/2022 (4) | — | — | — | — | 60,550 | 853,755 | | | 2/15/2023 (3) | — | 511,364 | 18.23 | 2/15/2033 | — | — | | | 2/15/2023 (4) | — | — | — | — | 96,712 | 1,363,639 | | Thi L. La | 8/28/2017 | 262,500 | — | 2.20 | 11/12/2027 | — | — | | | 8/28/2017 | 462,500 | — | 5.52 | 11/12/2027 | — | — | | | 1/1/2021 (3) | 76,507 | 28,417 | 43.05 | 2/11/2031 | — | — | | | 1/1/2021 (4) | — | — | — | — | 5,883 | 82,950 | | | 1/2/2022 (3) | 123,780 | 134,544 | 19.72 | 2/1/2032 | — | — | | | 1/2/2022 (4) | — | — | — | — | 22,707 | 320,169 | | | 2/15/2023 (3) | — | 213,068 | 18.23 | 2/15/2033 | — | — | | | 2/15/2023 (4) | — | — | — | — | 40,297 | 568,188 | | Michael G. Potter | 11/1/2019 | 400,000 | 120,000 | 7.78 | 11/5/2029 | — | — | | | 1/2/2022 (3) | 82,520 | 89,696 | 19.72 | 2/1/2032 | — | — | | | 1/2/2022 (4) | — | — | — | — | 15,137 | 213,432 | | | 2/15/2023 (3) | — | 149,148 | 18.23 | 2/15/2033 | — | — | | | 2/15/2023 (4) | — | — | — | — | 28,208 | 397,733 |

  29. Outstanding Equity Awards at Fiscal Year End

    Unless otherwise noted, each option vests and becomes exercisable in substantially equal installments on each of the first five anniversaries of the vesting commencement date subject to the NEO continuing to provide services to us through the applicable vesting date. Amount shown is based on market value per share of our common stock of $14.10, which represents the closing price of our common stock on the NASDAQ Global Select Market on December 29, 2023 (which was the last trading day in 2023). (3) The option vests and becomes exercisable as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date and as to 1/48th of the shares subject to the option on each monthly anniversary thereafter, subject to the applicable NEO continuing to provide services to us through the applicable vesting date. (4) The RSUs vest as to 25% of the RSUs on the first anniversary of the vesting commencement date and as to 12.5% of the RSUs on each six-month anniversary thereafter, subject to the applicable NEO continuing to provide services to us through the applicable vesting date.

  30. Option Exercises and Shares Vested in 2023

    Option Exercises and Shares Vested in 2023 The following table summarizes the number of shares acquired upon exercise of options or vesting and settlement of RSUs and the value realized on exercise or settlement for each of our NEOs during the year ended December 31, 2023.

  31. Option Exercises and Shares Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Securities Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Securities Acquired on Vesting | Value Realized on Vesting ($)(2) | | Andrew J. Paul | — | — | 115,793 | 1,809,740 | | Thi L. La | — | — | 34,045 | 528,291 | | Michael G. Potter | 50,000 | 528,464 | 21,583 | 335,196 |

  32. Option Exercises and Shares Vested in 2023

    (1) The value shown is based on the stock options exercised multiplied by the difference between the price at which they were valued on the date of exercise and the stock option exercise price. (2) The value shown is based on the number of vested shares issued upon settlement of the RSUs multiplied by the closing price of the common stock on the vesting date.

  33. Pension Benefits

    Pension Benefits None of our NEOs participates in or has account balances in qualified or non‑qualified defined benefit plans sponsored by us.

  34. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in or have account balances in non‑qualified defined contribution plans or other deferred compensation plans maintained by us.

  35. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The information below describes and quantifies certain compensation and benefits that would have become payable to each of our NEOs if our NEO’s employment had terminated on December 31, 2023 as a result of each of the termination scenarios described below, taking into account the NEO’s compensation as of that date. The information below does not generally reflect compensation and benefits available to all salaried employees upon termination of employment with us under similar circumstances. We are not obligated to provide any additional compensation in connection with a change in control. The respective severance agreement for each of our NEOs includes a modified cutback provision, such that if any severance payments or benefits would constitute a “parachute payment” and would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate benefits will either be delivered in full or delivered in a lesser amount that would result in no portion of the aggregate benefits being subject to the excise tax, whichever results in the receipt by the NEO of the greatest amount of aggregate benefits on an after‑tax basis. For purposes of the table set forth below, it has been assumed that the payments and benefits will not be reduced pursuant to the preceding sentence and, accordingly, include the full value of such payments and benefits.

  36. Potential Payments upon Termination or Change in Control

    | Name | Termination Scenario | Severance ($)(1) | Severance Bonus ($)(2) | Value of Unvested Option Awards ($)(3) | Value of Unvested Stock Awards ($)(4) | Value of Continued Health Care Coverage Premiums ($)(5) | Total ($) | | Andrew J. Paul | Termination without Cause or for Good Reason | — | — | — | — | — | — | | | Termination without Cause or for Good Reason Following a Change in Control | 1,700,000 | 2,040,000 | — | 2,482,827 | 33,527 | 6,256,354 | | | Change in Control | — | — | — | — | — | — | | Thi L. La | Termination without Cause or for Good Reason | — | — | — | — | — | — | | | Termination without Cause or for Good Reason Following a Change in Control | 563,000 | 563,000 | — | 971,307 | 20,335 | 2,117,642 | | | Change in Control | — | — | — | — | — | — | | Michael G. Potter | Termination without Cause or for Good Reason | 525,000 | — | — | — | 33,497 | 558,497 | | | Termination without Cause or for Good Reason Following a Change in Control | 525,000 | 393,750 | 758,400 | 611,165 | 33,497 | 2,321,812 | | | Change in Control | — | — | 758,400 | — | — | 758,400 |

  37. Potential Payments upon Termination or Change in Control

    Represents a cash payment of 24 months of base salary in the event of termination without cause or for good reason within 18 months following a change in control for Mr. Paul and 12 months of base salary in the event of termination without cause or for good reason for Mr. Potter in the event of termination without cause or for good reason within 12 months following a change in control for Ms. La. Represents a cash payment of 24 months of Mr. Paul’s target bonus amount in the event of termination without cause or for good reason within 18 months following a change in control and 12 months of Ms. La’s and Mr. Potter’s target bonus amount in the event of termination without cause or for good reason within 12 months following a change in control. (3) Represents the aggregate value of the executive’s unvested option awards that would have vested on an accelerated basis, based on the spread between the fair market value of our ordinary shares ($14.10 as of December 29, 2023, which was the last trading day in 2023) and the options’ exercise prices (and does not include any unvested options that are underwater, whereby the exercise price is more than the fair market value as of December 29, 2023). Under the 2017 Program and relevant option agreements, in the event of a change in control, all options will become fully vested and exercisable if the holder has provided more than one year of service to the Company. If each NEO is terminated without cause by us or resigns with good reason within 18 months for Mr. Paul and 12 months for Ms. La and Mr. Potter following a change in control, then all options will become fully vested and exercisable. (4) Represents the aggregate value of the executive’s unvested RSUs that would have vested on an accelerated basis, based on the fair market value of our ordinary shares ($14.10 as of December 29, 2023, which was the last trading day in 2023). If each NEO is terminated without cause by us or resigns with good reason within 18 months for Mr. Paul and 12 months for Ms. La and Mr. Potter following a change in control, then all RSUs will become fully vested and exercisable. (5) Represents continued coverage under COBRA for 24 months based on the incremental cost of our contribution as of December 31, 2023 to provide this coverage in the event of termination without cause or for good reason within 18 months following a change in control for Mr. Paul. Represents continued coverage under COBRA for 12 months based on the incremental cost of our contribution as of December 31, 2023 to provide this coverage in the event of termination without cause or for good reason for Mr. Potter and in the event of termination without cause or for good reason within 12 months following a change in control for Ms. La.

  38. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Andrew Paul: For 2023: • The median of the annual total compensation of our employees was $45,555; • The annual total compensation of our Chief Executive Officer was $6,700,335; and • The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our employees was 147 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. We identified the employee with compensation at the median of the annual total compensation of all our employees using the following methodology: For 2023, we calculated the CEO pay ratio using the same employee census data used to calculate the median employee in 2022 and 2021, as we believe there has been no change in our employee population or compensation arrangements during 2023 that would result in a significant change to our median employee calculation methodology. In determining our median employee in 2023, we considered the individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2021, whether employed on a full-time, part-time, seasonal or temporary basis. We did not include any contractors or other non-employee workers in our employee population. Thus, our employee population used to determine our median employee, after taking into consideration the adjustments described above, consisted of approximately 2,095 individuals. To identify our median employee, we chose to use the base salary rate and target variable cash compensation for active employees as effective on December 31, 2021. For simplicity, we calculated annual base pay using a reasonable estimate of the hours worked during 2021 for hourly employees and base salary rate for our remaining employees. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign spot exchange rates as of March 13, 2022. We did not make any cost-of-living adjustments. Once we determined our median employee, we then calculated the 2023 total compensation for this individual using the same methodology we use to calculate the amount reported for our Chief Executive Officer in the “Total” column of the 2023 Summary Compensation Table as set forth in this proxy statement. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.

  39. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information regarding the total compensation, for services rendered in all capacities, that was paid to, awarded to or earned by our CEO (and on average to our non-CEO NEOs, or our Other NEOs), as compared to compensation actually paid, or CAP, to our CEO (and on average to our Other NEOs) and certain Company and peer performance measures during the years ended December 31, 2023, 2022, 2021 and 2020, as calculated in accordance with Item 402(v) of Regulation S-K, or the Pay Versus Performance Table.

  40. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(1) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(1) | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($)(2) | Net Income (Loss) ($ millions) | Revenue ($ millions)(3) | | 2023 | 6,700,335 | 4,928,716 | 2,988,849 | 2,180,373 | 99 | 161 | (3) | 1,460 | | 2022 | 9,891,116 | 4,476,337 | 2,393,278 | 305,071 | 95 | 102 | (54) | 1,375 | | 2021 | 10,174,767 | (233,657) | 1,747,828 | (2,680,709) | 147 | 142 | 101 | 1,904 | | 2020 | 2,796,433 | 15,128,813 | 1,228,592 | 10,526,153 | 254 | 106 | 103 | 1,702 |

  41. Pay Versus Performance Table

    (1) Amounts represent compensation actually paid to our CEO (which was Andy Paul each year) and the average compensation actually paid to our Other NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes Ms. La and Mr. Potter for 2023, Ms. La and Messrs. Potter and Lakritz for 2022 and Ms. La and Messrs. Potter, Lakritz and Chevalier for 2021 and 2020. CAP to our CEO and other NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  42. Pay Versus Performance Table

    | CEO CAP | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 6,700,335 | 9,891,116 | 10,174,767 | 2,796,433 | | Adjustments: | | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | (6,252,427) | (9,171,183) | (8,161,753) | — | | Increase for year-end fair value of outstanding and unvested equity awards granted in the year | 3,976,933 | 5,378,715 | 2,489,316 | — | | Increase for fair value as of vesting date of equity awards granted and vested in the year | — | 177,819 | — | — | | Increase (deduction) for year over year change in fair value of outstanding and unvested equity awards granted in prior years | (165,998) | (731,991) | (3,008,808) | 11,112,377 | | Increase (deduction) for year over year change in fair value of equity awards granted in prior years that vested in the year | 669,873 | (1,068,138) | (1,727,178) | 1,220,003 | | Deduction for fair value at end of prior year for equity awards forfeited in the year | — | — | — | — | | Increase for incremental fair value of equity awards modified in the year | — | — | — | — | | CAP | 4,928,716 | 4,476,337 | (233,657) | 15,128,813 |

  43. Pay Versus Performance Table

    | CAP for Average Other NEOs | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 2,988,849 | 2,393,278 | 1,747,828 | 1,228,592 | | Adjustments: | | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | (2,214,407) | (1,902,495) | (899,327) | — | | Increase for year-end fair value of outstanding and unvested equity awards granted in the year | 1,408,501 | 1,062,577 | 283,677 | — | | Increase for fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | | Increase (deduction) for year over year change in fair value of outstanding and unvested equity awards granted in prior years | (58,322) | (599,524) | (2,686,297) | 8,199,858 | | Increase (deduction) for year over year change in fair value of equity awards granted in prior years that vested in the year | 55,752 | (631,862) | (1,126,590) | 1,097,703 | | Deduction for fair value at end of prior year for equity awards forfeited in the year | — | (24,648) | — | — | | Increase for incremental fair value of equity awards modified in the year | — | 7,744 | — | — | | CAP | 2,180,373 | 305,071 | (2,680,709) | 10,526,153 |

  44. Pay Versus Performance Table

    For all periods presented in the tables above, there were no adjustments applicable to (i) dividends or other earnings paid during the applicable fiscal year prior to the vesting date, (ii) deduction for change in the actuarial present values for the applicable fiscal year or (iii) increase for service cost and prior service cost for pension plans. For the relevant fiscal year, represents the cumulative TSR, or the Peer Group TSR, of the S&P 500 IT Technology Index, or the Peer Group, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested on September 23, 2020, through the end of the listed year in the Company and in the Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. (2) We determined that Revenue, which is a GAAP measure, to be the most important financial measure used to link Company performance to CAP to our CEO and Other NEOs in 2023 and 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  45. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  46. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023: • Revenue (1); and • Non-GAAP adjusted Operating Income (2). (1) For an explanation of our management’s use of this measure, see “Compensation Discussion and Analysis—Determination of Compensation” of this Proxy Statement. Revenue is used as a Company Performance Factor under our annual performance bonus program. (2) For an explanation of our management’s use of this measure, see “Compensation Discussion and Analysis—Determination of Compensation” of this Proxy Statement. Non-GAAP adjusted operating income is used as a Company Performance Factor under our annual performance bonus program. For a full reconciliation for non-GAAP adjusted operating income to the most directly comparable financial measure stated in accordance with GAAP, please see “Use and Reconciliation of Non-GAAP Financial Measures” and the accompanying tables in our press release filed as an exhibit to a Current Report on Form 8-K that we filed with the SEC on February 13, 2024. Please note that we have only listed two financial performance metrics, as there are no other financial performance metrics that were linked to CAP for our NEOs in 2023. The Company’s most important financial performance measure for linking CAP to Company performance is Revenue, as it is one of only two Company Performance Factors under our annual performance bonus program (the other being Non-GAAP adjusted operating income) and it is used for purposes of selecting companies comprising our compensation peer groups which influence compensation decisions. This financial performance measure is required in the Pay Versus Performance Table above.