DEF 14A of LifeStance Health Group, Inc., Apr 23, 2024

DEF 14A of LifeStance Health Group, Inc.

Filed Apr 23, 2024 · FY20230000950170-24-046929

Open on EDGAR

  1. What vote is required to approve the election of directors (Proposal 1)?

    What vote is required to approve the election of directors (Proposal 1)? Director nominees are elected by plurality vote. Therefore, if you do not vote “for” a nominee, or you “withhold” authority to vote for a nominee, your vote will not count either “for” or “against” the nominee. Broker non-votes will have no effect on the outcome of Proposal 1. What vote is required to ratify the selection of PwC as the Company’s independent registered public accounting firm for the year ended December 31, 2024 (Proposal 2)? Proposal 2 will be approved if a majority of the votes cast affirmatively or negatively on the matter is cast “for” the proposal. You may vote “for” or “against,” or abstain from voting on Proposal 2. Abstentions and broker non-votes will have no effect on the outcome of Proposal 2.

  2. Election of Directors

    Election of Directors Our business operates under the direction of our Board of Directors, which currently consists of nine directors. In accordance with our Amended and Restated Certificate of Incorporation, our Board of Directors consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in 2025, 2026, and 2024, respectively. Mr. Burdick, Mr. Rhodes and Mr. Miller are the Class III directors whose terms expire at the Annual Meeting. Our Board of Directors has nominated, and stockholders are being asked to reelect, Mr. Burdick, Mr. Rhodes and Mr. Miller for three-year terms expiring at our 2027 annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our 2027 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal. Each of the three nominees currently serves as a director of the Company. Mr. Rhodes and Mr. Miller were elected by stockholders in 2021. The Board of Directors is not aware of any nominee who will be unable or unwilling to serve as a director if elected at the Annual Meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material, is shown later in this Proxy Statement. The Board of Directors recommends a vote FOR the election of each of the nominees as director.

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table sets forth the name, age, and position, as of April 12, 2024, of individuals who currently serve as directors on our Board of Directors.

  4. BOARD OF DIRECTORS

    | Name | Age | Position | | Kenneth Burdick | 65 | Chairman of the Board of Directors and Chief Executive Officer | | Robert Bessler | 52 | Director | | Darren Black | 52 | Director | | Jeffrey Crisan | 50 | Director | | Teresa DeLuca | 58 | Director | | William Miller | 57 | Director | | Jeffrey Rhodes | 49 | Director | | Eric Shuey | 56 | Director | | Katherine Wood | 39 | Director | | Seema Verma | 53 | Director |

  5. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  6. Overview of our Executive Compensation Program

    Overview of our Executive Compensation Program Our executive compensation program is designed to help us attract, retain and incentivize talented executives and to closely align pay with performance. To further these goals, we tie a significant portion of our executives’ compensation to the attainment of key performance goals that we believe will help us attain short- and long-term business objectives and create shareholder value. We use equity-based compensation to further align the interests of our executives with those of our shareholders. Finally, we provide market-competitive base salaries, benefits and severance protections to provide a fixed element of compensation designed to promote stability and ensure that our executives can perform their responsibilities without and so as not to encourage unnecessary risk-taking. Described below are some of the practices that we consider good governance features of our executive compensation program. • No agreements providing change in control excise or other tax gross-up provisions for any executives; • Use of independent compensation consultant; • Policies prohibiting the hedging and pledging of our stock; • Implemented compensation recoupment policy; • Limited perquisites provided to our named executive officers; and • No supplemental executive retirement plans. We believe that the features of our executive compensation program benefit the Company as a whole and serve to increase the alignment of incentives between our executive officers and our shareholders.

  7. Independent Compensation Consultant

    Independent Compensation Consultant In 2023, the compensation committee engaged Pay Governance, an independent compensation consulting firm, to assist it in evaluating the Company’s executive and director compensation practices, including program design, identification of an appropriate peer group for compensation comparison purposes and providing pay benchmarking data. Prior to engaging Pay Governance, the compensation committee assessed the independence of Pay Governance and, on the basis of that assessment and taking into consideration the independence factors that are required to be considered under applicable Nasdaq rules, satisfied itself that no relationships exist that would create a conflict of interest or that would impact Pay Governance’s independence.

  8. Use of Peer Group and Market Data

    Use of Peer Group and Market Data The compensation committee uses peer group data as a reference point to gauge the reasonableness of its executive compensation decisions and the general competitiveness of our executive compensation program in the market. The compensation committee selects companies in the health care or technology industry with which it believes we compete for talent. Other factors considered in developing the peer group included, but were not limited to, revenue size, market capitalization, headcount, and unique characteristics of our business model. A list of our peer group companies that the compensation committee used in connection with 2023 executive compensation decisions is below.

  9. Use of Peer Group and Market Data

    | 1Life Healthcare, Inc. | American Well Corporation | | Certara, Inc. | Change Healthcare Inc. | | Clover Health Investments, Corp. | Dropbox, Inc. | | Elastic N.V. | GoodRx Holdings, Inc. | | HealthEquity, Inc. | iRhythm Technologies, Inc. | | Oak Street Health, Inc. | Palantir Technologies Inc. | | Phreesia, Inc. | Signify Health, Inc. | | Teladoc Health, Inc. | Veeva Systems Inc. |

  10. Use of Peer Group and Market Data

    In addition to peer group data, the compensation committee also reviews broader market and healthcare data from Radford's Global Compensation Database to form a holistic view of the market. While our compensation committee does not have any formal policy, our compensation committee generally targets the 50th percentile of the market when setting executives’ base pay and target short-term incentive compensation and generally targets the 75th percentile of the market when setting executives’ long-term incentive compensation (at target).

  11. Elements of Compensation

    | Element | Summary Description | | Base Salary | • Annual fixed cash compensation | | Annual Bonus Awards | • Annual cash bonus plan, with the following metrics for 2023: o Revenue o Adjusted EBITDA o Net Clinician Growth o Patient Satisfaction | | Long-term Equity Incentive Awards | • Time- and performance-based restricted stock unit (“RSU”) awards in 2023 |

  12. Base Salary

    Base Salary Each of our named executive officers is paid a base salary. The compensation committee believes this element of compensation is important because it provides a fixed element of compensation that reflects the individual named executive officer's skills, experience and role, as valued in the marketplace and within the Company. Base salaries are subject to annual review by the compensation committee and are adjusted from time to time based on these considerations, as well as peer group and other market data, as described above. In 2023, Mr. Burdick’s base salary was reduced from $750,000 per year to $600,000 per year, a 20% decrease, and his target annual bonus was increased from 100% to 150% of his annual base salary, effectively maintaining Mr. Burdick’s overall cash compensation if target performance is achieved under our annual bonus plan, but increasing the portion of Mr. Burdick’s compensation that is at-risk and subject to our achievement of performance goals, and providing more upside to Mr. Burdick in the event of performance in excess of target achievement levels, by virtue of his maximum bonus potential increasing from 200% of his annual base salary to 250%. The compensation committee believes this change further aligns Mr. Burdick’s interest with those of our shareholders by tying a larger portion of his compensation directly to our performance. In 2023, the compensation committee also approved a 6% increase to Mr. Qureshi’s base salary, a 10% increase to Mr. Pantaleoni’s base salary, and an 11 % increase to Mr. Pardo’s base salary, in each case based on the factors described above and to bring such salaries more in line with the market. Mr. Bourdon did not receive a base salary increase in 2023, in part because his compensation was set in relatively close proximity to our annual compensation review cycle in connection with his November 2022 hire. The following table sets forth the annual base salaries for each of our named executive officers as of the end of 2023:

  13. Annual Bonus Plan

    Annual Bonus Plan The compensation committee believes that a significant portion of our named executive officers' cash compensation should be tied to our performance. Each of our named executive officers is eligible to earn a cash bonus under our annual bonus program based on the achievement of key corporate financial and strategic goals. We believe this element of compensation is important because it directly ties the compensation paid to our named executive officers with the achievement of key performance goals that are important to the Company and its stakeholders. The compensation committee established the corporate performance metrics for our 2023 cash bonus program, following input from our Chief Executive Officer and its independent compensation consultant, as Adjusted EBITDA*, revenue, net clinician growth and patient satisfaction. When setting goals for each of these metrics, the compensation committee strived to set challenging, yet achievable, performance goals that would promote the achievement of short-term business objectives and were aligned with our annual business plan, while also supporting our longer-term business objectives. The compensation committee chose these performance goals because it believes Adjusted EBITDA*, revenue, net clinician growth and patient satisfaction are the primary indicators of our success in delivering our mission of expanding access to high quality mental healthcare through a high performing business model. * Adjusted EBITDA is a non-GAAP financial measure. For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net loss, see the section titled "Key Metrics and Non-GAAP Financial Measures" included in our Annual Report on Form 10-K for fiscal year 2023. Following the end of the fiscal year, the compensation committee determines the achievement of the performance goals and the payments to be made under the annual bonus program. The table below shows the bonus payment levels based on the level of achievement of the corporate performance goals under our 2023 cash bonus program, with payments for performance between such payment levels determined based on linear interpolation.

  14. Annual Bonus Plan

    | 2023 Annual Bonus Plan Performance Targets | | | | | | | Weighting (%) | Threshold Performance (50%) | Target Performance (100%) | Maximum Performance (200%) | | Adjusted EBITDA (1) | 50% | $42M | $53M | $73M | | Revenue | 20% | $900M | $980M | $1,140M | | Net Clinician Growth (2) | 15% | 690 | 1,090 | 1,590 | | Patient Satisfaction (3) | 15% | 59 | 75 | 95 | | Payout % | | 50% | 100% | 200% |

  15. Annual Bonus Plan

    (1) Adjusted EBITDA is a non-GAAP financial measure. For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net loss, see the section titled "Key Metrics and Non-GAAP Financial Measures" included in our Annual Report on Form 10-K for fiscal year 2023. (2) Net clinician growth is measured based on the number of new clinicians added to the Company during 2023. (3) Patient satisfaction is measured based on patient Net Promoter Scores. The target amount of each named executive officer's annual cash bonus is set by the compensation committee as a percentage of his base salary. The target amount for each of Mr. Burdick, Mr. Bourdon, Mr. Qureshi, Mr. Pantaleoni, and Mr. Pardo was initially established in connection with their hire based on internal pay equity considerations and each named executive officer's skill set, experience, role and responsibilities. Target annual bonuses are subject to annual review by our Board of Directors or the compensation committee and are adjusted from time to time based on these considerations, as well as peer group and other market data, as described above. In 2023, the compensation committee increased Mr. Burdick's target annual bonus percentage from 100% to 150% of his base salary as described above, and did not adjust the target bonus percentages for any of the other named executive officers. The target annual bonus percentage for each of our named executive officers for 2023 is listed in the table below:

  16. Annual Bonus Plan

    | Named Executive Officer | Target Bonus Opportunity (as a percentage of base salary) | | Kenneth Burdick | 150% | | David Bourdon | 75% | | Danish Qureshi | 75% | | Pablo Pantaleoni | 50% | | Ryan Pardo | 50% |

  17. Annual Bonus Plan

    The actual amount earned by each named executive officer under our 2023 annual cash bonus program was determined by the compensation committee in early 2024 based on the level of achievement of the performance goals under this program. Based on 2023 Company performance, Mr. Burdick earned a bonus of $945,000 for fiscal year 2023. However, the Board of Directors, at the request of Mr. Burdick, elected to reduce this amount to $770,000 in order to support employee recognition and inclusion activities. Otherwise, neither the compensation committee nor the Board of Directors exercised any discretion to adjust, positively or negatively, the amount of any named executive officer’s annual bonus determined in accordance with the foregoing formula. Actual achievement of the 2023 performance goals was as follows:

  18. Annual Bonus Plan

    | Performance Goal | 2023 Performance Year | Level of Achievement (as a % of Target) | | Adjusted EBITDA | $59M | 105% | | Revenue | $1,056M | 108% | | Net Clinician Growth | 1,014 | 93% | | Patient Satisfaction | 82 | 109% |

  19. Annual Bonus Plan

    Based on the Company's achievement of the performance goals set forth above, and the adjustment for Mr. Burdick as described above, payment under the annual bonus program for each of our named executive officers for 2023 was as follows:

  20. Annual Bonus Plan

    | Named Executive Officer | Target Bonus Opportunity ($) | 2023 Bonus Payment ($) | | Kenneth Burdick | 900,000 | 770,000 | | David Bourdon | 375,000 | 393,750 | | Danish Qureshi | 262,500 | 275,625 | | Pablo Pantaleoni | 212,500 | 223,125 | | Ryan Pardo | 166,500 | 174,825 |

  21. Long-term Equity Incentive Awards

    Long-term Equity Incentive Awards Our Board of Directors and the compensation committee believe that in order to appropriately incentivize our executives to create shareholder value, a significant portion of our named executive officers' compensation should be in the form of equity-based compensation. Our long-term incentive program is designed to promote stock ownership by our senior management, tie compensation realized to stock price performance and encourage retention of key executives. Our long-term incentive program is a key tool in aligning executive pay with value creation on behalf of shareholders. 2023 Grants of Time- and Performance-Based RSU Awards Our 2023 long-term equity incentive program was comprised of two components: time-based RSUs and performance-based RSUs. In 2023, our Board of Directors granted to each of our named executive officers time-based RSUs and performance-based RSUs. For each of Messrs. Burdick, Bourdon, and Qureshi, approximately 70% of the total value of 2023 equity awards was allocated to performance-based RSUs (at target level of performance) and approximately 30% was allocated to time-based RSUs (excluding, for Mr. Burdick, the one-time additional award of RSUs described below). For all of our other named executive officers, approximately 50% of the total value of 2023 equity awards was allocated to each of performance-based RSUs (at target level performance) and time-based RSUs. In addition to the 2023 annual equity awards granted to all of our named executive officers, on March 6, 2023, Mr. Burdick was granted a one-time additional award of 1,816,239 time-based RSUs that vest over a five-year period with 50% of the RSUs vesting on the third anniversary of the grant date and 25% of the RSUs vesting on each of the fourth and fifth anniversaries of the grant date, in each case, generally subject to continued service through the vesting date. The compensation committee determined to grant Mr. Burdick this one-time award because based on its review of the value of his outstanding equity, which had declined primarily, in the compensation committee's view, as a result of performance that occurred before his commencement of employment. In March 2023, each of our named executive officers was granted time-based and performance-based RSUs, as follows:

  22. Long-term Equity Incentive Awards

    | | Time-Based RSUs | Performance-Based RSUs | | Kenneth Burdick | 1,816,239(1) | — | | | 544,871 | 1,271,368 | | David Bourdon | 160,256 | 373,932 | | Danish Qureshi | 320,512 | 747,864 | | Pablo Pantaleoni | 197,649 | 197,650 | | Ryan Pardo | 192,307 | 192,308 |

  23. Long-term Equity Incentive Awards

    Represents the one-time time-based RSU award granted to Mr. Burdick in 2023, as described above. The time-based RSUs (other than Mr. Burdick's one-time award described above) vest as to 25% of the RSUs on each of the first four anniversaries of March 6, 2023, generally subject to continued service through the vesting date. The performance-based RSUs granted in 2023 are earned based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA targets (up to 50%) for each of 2023, 2024, and 2025 (1/3 each year) and vest on the date the achievement of such targets is determined by our Board of Directors or compensation committee, in each case, generally subject to continued service through such vesting date. The number of performance-based RSUs that vest with respect to each one-year performance period is determined based on the level at which the applicable target is achieved and can range from 0% to 100% of the RSUs subject to each portion of the award, with no interpolation for performance between threshold and target levels. The revenue and Adjusted EBITDA targets were not established for the 2024 and 2025 performance periods prior to December 31, 2023 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2023 from an accounting perspective and are therefore not included in the Summary Compensation Table, the Grants of Plan-Based Awards Table or the Outstanding Equity Awards at Fiscal Year-end Table. To the extent earned based on performance, the 2023 portion of the performance-based RSUs granted in 2023 vested in the first quarter of 2024 upon the compensation committee’s determination of such performance. The following table sets forth (1) the revenue and Adjusted EBITDA goals for the 2023 performance period for performance-based RSUs granted in 2023, (2) our actual revenue and Adjusted EBITDA for the performance period ending December 31, 2023, and (3) the percentage of performance-based RSUs granted in 2023 eligible to vest based on 2023 performance that were earned based on such performance:

  24. Long-term Equity Incentive Awards

    | Year of Grant | Performance Period Year | Performance Metric | Threshold (50% of target RSUs earned) ($) | Target (100% of target RSUs earned) ($) | Actual Performance ($) | % of target RSUs earned | | 2023 | 2023 | Revenue (50%) | 980M | 1,000M | 1,056M | 100% | | 2023 | 2023 | Adjusted EBITDA* (50%) | 50M | 56M | 59M | 100% |

  25. Long-term Equity Incentive Awards

    * Adjusted EBITDA is a non-GAAP financial measure. For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net loss, see the section titled "Key Metrics and Non-GAAP Financial Measures" included in our Annual Report on Form 10-K for fiscal year 2023. 2022 Grants of Performance-Based RSU Awards Each of Mr. Qureshi, Mr. Pantaleoni, and Mr. Pardo also held performance-based RSUs granted in 2022 that were eligible to vest based on revenue and Adjusted EBITDA during the 2023 performance period. The 2023 performance period revenue and Adjusted EBITDA targets were established during 2023 and, as a result, the shares subject to the 2023 portion of the performance-based RSU awards granted in 2022 were considered to be granted during 2023 from an accounting perspective and are therefore included in the Summary Compensation Table and the Grants of Plan-Based Awards Table for 2023. The performance metrics for the 2023 performance period were revenue (50%) and Adjusted EBITDA (50%). To the extent earned based on performance, the 2023 portion of the performance-based RSUs granted in 2022 vested in the first quarter of 2024 upon the compensation committee’s determination of such performance. The table below sets forth (1) revenue goals and Adjusted EBITDA goals for the 2023 performance period for performance-based RSUs granted in 2022, (2) our actual revenue and Adjusted EBITDA for the performance period ending December 31, 2023, and (3) the percentage of performance-based RSUs granted in 2022 eligible to vest based on 2023 performance that were earned based on such performance:

  26. Long-term Equity Incentive Awards

    | Year of Grant | Performance Period Year | Performance Metric | Threshold (50% of target RSUs earned) ($) | Target (100% of target RSUs earned) ($) | Actual Performance ($) | % of target RSUs earned | | 2022 | 2023 | Revenue (50%) | 980M | 1,000M | 1,056M | 100% | | 2022 | 2023 | Adjusted EBITDA* (50%) | 50M | 56M | 59M | 100% |

  27. Long-term Equity Incentive Awards

    * Adjusted EBITDA is a non-GAAP financial measure. For a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net loss, see the section titled "Key Metrics and Non-GAAP Financial Measures" included in our Annual Report on Form 10-K for fiscal year 2023. 2023 Performance Results for Performance-Based Restricted Stock Each of Mr. Qureshi, Mr. Pantaleoni, and Mr. Pardo also holds shares of restricted stock received in connection with our initial public offering in respect of their pre-initial public offering equity. Certain of these shares of restricted stock are eligible to vest based on our average trading stock price on specified measurement dates (or alternatively based on TPG's return on investment), generally subject to the named executive officer’s continued service with us through the applicable vesting date. On June 30, 2023, one-third of the original number of performance-based shares of restricted stock held by each of Mr. Qureshi, Mr. Pantaleoni, and Mr. Pardo vested based on our average trading stock price.

  28. Agreements with our Named Executive Officers

    Agreements with our Named Executive Officers We have entered into employment agreements or offer letters with each of our named executive officers other than Mr. Pardo that govern the terms and conditions of their employment relationship with us, including the compensation and benefits to which each executive is entitled. A summary of the material terms of these agreements is provided below under “Agreements with our Named Executive Officers.” In 2022, our Board of Directors approved our Severance and Change in Control Policy (as amended from time to time, the “Change in Control Policy”). Each of our named executive officers participates in the Change in Control Policy. The Change in Control Policy provides severance protection to plan participants in the event their employment is terminated under certain circumstances in connection with a change in control. See “Potential Payments Upon Termination or Change in Control” below for a more detailed discussion of these potential payments to our named executive officers.

  29. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2023 and December 31, 2022, as applicable. No named executive officer’s compensation is reported in the following table for the fiscal year ended December 31, 2021 because no named executive officer was a named executive officer for such year.

  30. Summary Compensation Table

    | Name and principal position | Year | Salary(1) ($) | Stock awards(2) ($) | Option awards(3) ($) | Nonequity incentive plan compensation(4) ($) | All other compensation(5) ($) | Total ($) | | Kenneth Burdick(6) Chief Executive Officer | 2023 | 623,077 | 13,423,219 | — | 770,000 | 13,200 | 14,829,496 | | | 2022 | 196,538 | — | 40,753,003 | — | 3,554 | 40,953,095 | | David Bourdon(7) Chief Financial Officer and Treasurer | 2023 | 500,000 | 1,448,004 | — | 393,750 | 13,200 | 2,354,954 | | | 2022 | 51,923 | 1,000,001 | 3,938,542 | — | 2,077 | 4,992,543 | | Danish Qureshi(8) President and Chief Operating Officer | 2023 | 345,385 | 3,104,452 | — | 275,625 | 13,200 | 3,738,662 | | | 2022 | 330,000 | 1,390,605 | 12,225,902 | — | 12,200 | 13,958,707 | | Pablo Pantaleoni(9) Chief Digital Officer | 2023 | 415,769 | 1,477,040 | — | 223,125 | 13,200 | 2,129,134 | | Ryan Pardo(10) Chief Legal Officer and Secretary | 2023 | 325,385 | 1,436,891 | — | 174,825 | 8,737 | 1,945,838 |

  31. Summary Compensation Table

    (1) The amounts reported in this column include contributions made by the named executive officer to our 401(k) plan. (2) The amounts reported in this column for 2023 include the aggregate grant date fair value of (i) time-based RSUs and time- and performance-based RSUs granted to our named executive officers during 2023, and (ii) performance-based RSUs granted to Mr. Qureshi, Mr. Pantaleoni and Mr. Pardo in 2022 which were eligible to vest based on performance in 2023 and for which the performance targets were established during 2023 and, as a result, such awards were considered granted in 2023 under FASB ASC Topic 718. For 2023, the grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718 and, with respect to RSUs subject to performance-based vesting conditions, was determined assuming that the performance-based vesting conditions were achieved in full (but not including any amounts attributable to performance-based RSUs eligible to vest based on performance in 2024 or 2025, as the performance targets for such awards were not established during 2023 and, as a result, such awards were not considered to be granted under FASB ASC Topic 718). The amounts reported in this column for 2022 include the aggregate grant date fair value of RSU awards granted to Mr. Qureshi and of shares of our common stock granted to Mr. Bourdon during 2022. For 2022, the grant date fair value was calculated by multiplying the number of RSUs or shares of common stock subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718 and, with respect to RSUs subject to performance-based vesting conditions, was determined assuming that the performance-based vesting conditions were achieved in full (but not including any amounts attributable to performance-based RSUs eligible to vest based on performance in 2023 or 2024, as the performance targets for such awards were not established during 2022 and, as a result, such awards were not considered to be granted under FASB ASC Topic 718). The assumptions used in calculating the grant date fair value of the stock awards reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2023. (3) The amounts reported in this column for 2022 reflect the grant date fair value of the options granted to Messrs. Burdick, Bourdon and Qureshi in 2022, as computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures and, with respect to options subject to performance (market)-based vesting conditions, was determined using a Monte Carlo simulation. The assumptions used in calculating the grant date fair value of the options reported in this column are set forth in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2022. (4) Amounts reported in this column represent annual bonuses earned by our named executive officers under our annual bonus program with respect to the relevant fiscal year, which bonuses are based on the attainment of corporate performance goals. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual Bonus Plan” above. (5) The amounts reported in this column for 2023 reflect matching contributions made under our 401(k) plan on behalf of each of our named executive officers. The amounts reported in this column for 2022 reflect matching contributions made under our 401(k) plan on behalf of each of Messrs. Burdick, Bourdon and Qureshi. (6) Mr. Burdick was appointed as our Chief Executive Officer effective September 7, 2022. (7) Mr. Bourdon was appointed as our Chief Financial Officer and Treasurer effective November 10, 2022. (8) Mr. Qureshi served as our Chief Growth Officer until he was appointed Chief Operating Officer effective July 1, 2022. Mr. Qureshi was appointed President, in addition to his position as Chief Operating Officer, effective September 7, 2022. No amounts are reported for Mr. Qureshi for 2021 because he was not a named executive officer for such year. (9) Mr. Pantaleoni was appointed as our Chief Digital Officer effective October 19, 2020. No amounts are reported for Mr. Pantaleoni for 2021 or 2022 because he was not a named executive officer for such years. Mr. Pardo was appointed as our Chief Legal Officer effective January 1, 2021. No amounts are reported for Mr. Pardo for 2021 or 2022 because he was not a named executive officer for such years.

  32. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information regarding plan-based awards made to each of our named executive officers during fiscal year 2023.

  33. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Kenneth Burdick | — | 450,000 | 900,000 | 1,800,000 | — | — | — | — | — | | | 3/6/2023(4) | — | — | — | — | — | — | 1,816,239 | 8,499,999 | | | 3/6/2023(4) | — | — | — | — | — | — | 544,871 | 2,549,996 | | | 3/8/2023(5) | — | — | — | 211,895 | 423,790 | — | — | 2,373,224 | | David Bourdon | — | 187,500 | 375,000 | 750,000 | — | — | — | — | — | | | 3/6/2023(4) | — | — | — | — | — | — | 160,256 | 749,998 | | | 3/8/2023(5) | — | — | — | 62,322 | 124,644 | — | — | 698,006 | | Danish Qureshi | — | 131,250 | 262,500 | 525,000 | — | — | — | — | — | | | 3/6/2023(4) | — | — | — | — | — | — | 320,512 | 1,499,996 | | | 3/8/2023(5) | — | — | — | 124,644 | 249,288 | — | — | 1,396,013 | | | 3/8/2023(6) | — | — | — | 18,611 | 37,222 | — | — | 208,443 | | Pablo Pantaleoni | — | 106,250 | 212,500 | 425,000 | — | — | — | — | — | | | 3/6/2023(4) | — | — | — | — | — | — | 197,649 | 924,997 | | | 3/8/2023(5) | — | — | — | 32,942 | 65,884 | — | — | 368,950 | | | 3/8/2023(6) | — | — | — | 16,348 | 32,695 | — | — | 183,092 | | Ryan Pardo | — | 83,250 | 166,500 | 333,000 | — | — | — | — | — | | | 3/6/2023(4) | — | — | — | — | — | — | 192,307 | 899,997 | | | 3/8/2023(5) | — | — | — | 32,052 | 64,104 | — | — | 358,982 | | | 3/8/2023(6) | — | — | — | 15,885 | 31,770 | — | — | 177,912 |

  34. Grants of Plan-Based Awards Table

    (1) Represents annual cash bonus opportunities granted under our annual bonus program for 2023. As described under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual Bonus Plan” above, each named executive officer was eligible to receive a target annual bonus equal to a percentage of his annual base salary. The actual amount paid to our named executive officers under the 2023 annual bonus program is included in the Summary Compensation Table above, in the column labeled “Non-Equity Incentive Plan Compensation.” (2) Represents threshold and target potential future payouts performance-based RSUs granted to our named executive officers. No maximum is reported in this table because the performance-based RSUs do not provide for potential payouts above target. (3) Reflects the grant date fair value of time-based and performance-based RSU awards granted in 2023, determined in accordance with ASC Topic 718, and, with respect to performance-based RSUs, determined as described in footnote (2) to the Summary Compensation Table. (4) Represents a time-based RSU award granted in 2023. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term equity incentive awards” above. (5) Represents a performance-based RSU award granted in 2023. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2023 performance targets applicable to the award. As described in more detail under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above, the performance-based RSU awards granted in 2023 are earned based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA targets (up to 50%) for each of 2023, 2024, and 2025 (1/3 each year) and vest on the date the achievement of such targets is determined by our compensation committee, in each case, generally subject to continued service through such vesting date. The revenue and Adjusted EBITDA targets were not established for the 2024 and 2025 performance periods prior to December 31, 2023 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2023 from an accounting perspective and are therefore not included in this table. (6) Represents a performance-based RSU award granted in 2022 which was eligible to vest based on performance in 2023 and for which the performance targets were established during 2023 and, as a result, such award was considered granted in 2023 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2023 performance targets applicable to the award. As described in more detail under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above, the performance-based RSU awards granted in 2022 are eligible to vest based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA targets (up to 50%) for each of 2023 and 2024 (1/3 each year) and vest on the date the achievement of such targets is determined by our compensation committee, in each case, generally subject to continued service through such vesting date. The revenue and Adjusted EBITDA targets were not established for the 2024 performance period prior to December 31, 2023 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2023 from an accounting perspective and are therefore not included in this table. Agreements with Our Named Executive Officers Each of our named executive officers other than Mr. Pardo is party to an employment agreement or offer letter with us that sets forth the terms and conditions of his employment. The material terms of the agreements are described below. The terms “cause” and “good reason” referred to below are defined in the respective named executive officer’s agreement. Mr. Burdick. In connection with his appointment as Chief Executive Officer, effective September 7, 2022, we entered into an employment agreement with Mr. Burdick that provides for an entitlement to an annual base salary and an annual bonus opportunity (each of which has subsequently been adjusted as described above) with the actual amount of such bonus based upon achievement of performance objectives determined by our Board of Directors or the compensation committee. Under the agreement, Mr. Burdick is entitled to reimbursement for business expenses (including annual access to a maximum of fifty (50) flight hours of private aircraft service for business travel) in accordance with the Company’s reimbursement policies. Mr. Bourdon. In connection with his appointment as Chief Financial Officer and Treasurer of the Company, effective November 10, 2022, we entered into an employment agreement with Mr. Bourdon that provides for an entitlement to an annual base salary of $500,000 and, beginning for calendar year 2023, an annual bonus opportunity with a target equal to 75% of his base salary and with the actual amount of such bonus based upon achievement of performance objectives determined by our Board of Directors or the compensation committee. In connection with his commencement of employment, pursuant to his employment agreement, the Company issued Mr. Bourdon a one-time signing bonus in the amount of $1,000,000, payable in shares of the Company’s common stock based on the closing price of the Company’s common stock on November 10, 2022 and which is subject to repayment by Mr. Bourdon if his employment terminates prior to November 10, 2026 for any reason other than as a result of a termination of employment by the Company without cause or a resignation by Mr. Bourdon for good reason. Mr. Qureshi. On May 14, 2020, we entered into an amended and restated employment agreement with Mr. Qureshi that provides for his entitlement to an annual base salary and incentive bonus opportunity, each of which has subsequently been increased. In connection with his promotion to President, in addition to his role as Chief Operating Officer, on September 7, 2022, we entered into a letter agreement with Mr. Qureshi that provides for a target annual bonus equal to 75% of his annual base salary commencing for 2022. Mr. Pantaleoni. On September 8, 2020, we entered into an offer letter agreement with Mr. Pantaleoni that provides for his entitlement to an annual base salary and incentive bonus opportunity, each of which has subsequently been increased. Each of our named executive officers is bound by certain restrictive covenant obligations, including covenants relating to confidentiality and assignment of inventions, as well as covenants not to compete or solicit certain of our service providers, customers, and suppliers during his employment and for eighteen (18) months after termination of employment (or three (3) years after termination of employment in the case of Mr. Pantaleoni’s non-solicitation obligations). In addition, in connection with his sale of equity interests in the TPG Acquisition (as defined below), each of Mr. Qureshi and Mr. Pardo agreed not to disparage, compete, or solicit certain of our service providers for a period of four years, and not to disclose confidential information for a period of five years, in each case, after May 14, 2020. Each of our named executive officers is entitled to severance and other benefits upon a termination of his employment in certain circumstances pursuant to his employment agreement and/or our Change in Control Policy, as applicable. These severance protections are described in more detail below under “Potential Payments Upon Termination or Change in Control.”

  35. Outstanding Equity Awards at Fiscal Year-end Table

    Outstanding Equity Awards at Fiscal Year-end Table The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2023:

  36. Outstanding Equity Awards at Fiscal Year-end Table

    | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Vesting Start Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Kenneth Burdick | 9/7/2022 | 9/7/2022 | 783,712 | 2,351,134(2) | 6,269,693(3) | 7.61 | 9/7/2032 | — | — | — | — | | | 3/6/2023 | — | — | — | — | — | — | 1,816,239(4) | 14,221,151 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 544,871(5) | 4,266,340 | — | — | | | 3/8/2023 | — | — | — | — | — | — | 423,790(6) | 3,318,276 | — | — | | David Bourdon | 11/10/2022 | 11/10/2022 | 104,167 | 312,499(2) | 833,334(3) | 5.53 | 11/10/2032 | — | — | — | — | | | 3/6/2023 | — | — | — | — | — | — | 160,256(5) | 1,254,804 | — | — | | | 3/8/2023 | — | — | — | — | — | — | 124,644(6) | 975,963 | — | — | | Danish Qureshi | 5/14/2020 | — | — | — | — | — | — | — | — | 753,608(7) | 5,900,751 | | | 6/9/2021 | — | — | — | — | — | — | 183,660(8) | 1,438,058 | — | — | | | 4/21/2022 | 4/1/2022 | — | — | — | — | — | 83,748(9) | 655,747 | — | — | | | 9/7/2022 | 9/7/2022 | 235,114 | 705,340(2) | 1,880,908(3) | 7.61 | 9/7/2032 | — | — | — | — | | | 3/6/2023 | — | — | — | — | — | — | 320,512(5) | 2,509,609 | — | — | | | 3/8/2023 | — | — | — | — | — | — | 249,288(6) | 1,951,925 | — | — | | | 3/8/2023 | — | — | — | — | — | — | 37,222(10) | 291,448 | — | — | | Pablo Pantaleoni | 11/10/2020 | — | — | — | — | — | — | — | — | 167,468(7) | 1,311,274 | | | 4/21/2022 | 4/1/2022 | — | — | — | — | — | 73,563(9) | 575,998 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 197,649(5) | 1,547,592 | — | — | | | 3/8/2023 | — | — | — | — | — | — | 65,884(6) | 515,872 | — | — | | | 3/8/2023 | — | — | — | — | — | — | 32,695(10) | 256,002 | — | — | | Ryan Pardo | 5/14/2020 | — | — | — | — | — | — | — | — | 334,936(7) | 2,622,549 | | | 6/9/2021 | — | — | — | — | — | — | 153,914(8) | 1,205,147 | — | — | | | 4/21/2022 | 4/1/2022 | — | — | — | — | — | 71,483(9) | 559,712 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 192,307(5) | 1,505,764 | — | — | | | 3/8/2023 | — | — | — | — | — | — | 64,104(6) | 501,934 | — | — | | | 3/8/2023 | — | — | — | — | — | — | 31,770(10) | 248,759 | — | — |

  37. Outstanding Equity Awards at Fiscal Year-end Table

    (1) Based on the closing price of a share of our common stock on December 29, 2023, the last trading day in 2023 ($7.83). (2) Represents options to purchase shares of our common stock that vested as to one-fourth (1/4) of the underlying shares on the first anniversary of the vesting start date listed above and will vest as to one-fourth (1/4) of the underlying shares on each of the second, third, and fourth anniversaries of the vesting start date listed above, generally subject to the named executive officer’s continued service through each such vesting date. If the named executive officer’s employment is terminated by us without cause or by him for good reason, in either case, within six months prior to or within twelve (12) months following a change in control, the underlying shares will vest in full upon the later of the change in control or such termination of employment. (3) Represents options to purchase shares of our common stock that are subject to time- and performance-based vesting, with 25% of the shares subject to such options eligible to vest beginning on each of the first four anniversaries of the vesting start date listed above to the extent specified average trading stock price hurdles are achieved, generally subject to the named executive officer’s continued service. Upon a change in control, the options will vest based on actual performance through such change in control. If the named executive officer’s employment is terminated by us without cause or by him for good reason, the options will vest based on actual performance through such termination of employment. If the named executive officer’s employment is terminated by us without cause or by him for good reason, in either case, within six months prior to a change in control, the options will remain outstanding and eligible to vest in connection with such change in control. (4) Represents time-based RSUs that vest over a five-year period with 50% of the RSUs vesting on the third anniversary of the grant date and 25% of the RSUs vesting on each of the fourth and fifth anniversaries of the grant date, in each case, generally subject to Mr. Burdick’s continued service through the vesting date. (5) Represents time-based RSUs that vest as to one-fourth (1/4) of the RSUs on each of the first four anniversaries of the grant date, generally subject to the named executive officer’s continued service through the applicable vesting date. (6) Represents performance-based RSUs that have a one-year performance period ending on December 31, 2023 that were eligible to vest in 2024 upon the compensation committee’s determination of the achievement of pre-established performance metrics, generally subject to the named executive officer’s continued service through the vesting date. These RSUs vested at target performance (100%) in 2024 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award. The number of RSUs reported in the table are based on target performance (100%). Does not include any performance-based RSUs granted in 2023 that are eligible to be earned based on performance during 2024 or 2025, as such RSUs were not considered to have been granted from an accounting perspective prior to December 31, 2023. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above. (7) Represents shares of restricted stock received in exchange for Class B Units held by the named executive officer in connection with our initial public offering that are subject to performance-based vesting conditions and are eligible to vest depending on TPG’s achievement of specified return on investment thresholds, which may be satisfied based on our average trading stock price on specified measurement dates, generally subject to the named executive officer’s continued service with us through the applicable vesting date. For Mr. Qureshi and Mr. Pardo only, if the named executive officer’s employment is terminated by us without cause or by him for good reason, the shares of restricted stock remain outstanding and eligible to vest for six months following such termination of employment. (8) Represents RSUs that vest on June 9, 2024, generally subject to the named executive officer’s continued service through the applicable vesting date. (9) Represents RSUs that vested as to one-fourth (1/4) of the RSUs on the first anniversary of the vesting start date listed above and will vest as to one-fourth (1/4) of the RSUs on each of the second, third, and fourth anniversaries of the vesting start date listed above, generally subject to the named executive officer’s continued service through the applicable vesting date. Represents performance-based RSUs granted in 2022 which had a one-year performance period ending on December 31, 2023 and were eligible to vest in 2024 upon the compensation committee’s determination of the achievement of pre-established performance metrics, generally subject to the named executive officer’s continued service through such vesting date. The performance targets were established during 2023 and, as a result, such awards were considered granted in 2023 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2023 performance targets applicable to the award. The number of RSUs reported in the table are based on target performance (100%). These RSUs vested at target performance (100%) in 2024 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award. Does not include any performance-based RSUs granted in 2022 that are eligible to vest based on performance during 2024, as such RSUs were not considered to have been granted from an accounting perspective prior to December 31, 2023. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above.

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information for each of our named executive officers regarding stock awards vested during the fiscal year ended December 31, 2023. None of our named executive officers exercised options during 2023.

  39. Option Exercises and Stock Vested

    | | Stock awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Kenneth Burdick | — | — | | David Bourdon | — | — | | Danish Qureshi | 1,467,273 | 13,070,584 | | Pablo Pantaleoni | 303,563 | 2,338,403 | | Ryan Pardo | 735,829 | 6,525,775 |

  40. Option Exercises and Stock Vested

    (1) For stock awards, the value realized is based on the closing price of our common stock on the settlement date.

  41. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation None of our named executive officers participated in or received benefits from a pension plan or from a nonqualified deferred compensation plan during fiscal year 2023 or prior years.

  42. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Mr. Burdick. Under his employment agreement, if Mr. Burdick’s employment is terminated by the Company without cause or if Mr. Burdick resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of eighteen (18) months following termination, (ii) an amount equal to his annual bonus for the year of termination, based on actual performance and pro-rated to reflect the portion of the calendar year during which he was employed (“Pro-Rata Bonus”), (iii) payment of his full COBRA premiums for eighteen (18) months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iv) if Mr. Burdick elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for eighteen (18) months following his termination, subject to his eligibility for such continued participation. If his employment is terminated due to his death or disability, he will receive a Pro-Rata Bonus and, upon a termination due to his disability, six months of base salary continuation (reduced by any wage continuation payments received under any of our health and disability insurance plans). Mr. Burdick is also eligible to receive severance payments and benefits under the Change in Control Policy, as described below, upon a termination of his employment in certain circumstances within the specified change in control period (without duplication with respect to any severance benefits he is entitled to under his employment agreement), which payments and benefits shall be no less favorable than those in effect under the policy on the effective date of his employment agreement. Mr. Bourdon. Under his employment agreement, if Mr. Bourdon’s employment is terminated by the Company without cause or if Mr. Bourdon resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of twelve (12) months following termination, (ii) payment of his full COBRA premiums for twelve (12) months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iii) if Mr. Bourdon elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for twelve (12) months following his termination, subject to his eligibility for such continued participation. Mr. Bourdon is also eligible to receive severance payments and benefits under the Change in Control Policy, as described below, upon a termination of his employment in certain circumstances within the specified change in control period (without duplication with respect to any severance benefits he is entitled to under his employment agreement), which payments and benefits shall be no less favorable than those in effect under the policy on the effective date of his employment agreement. Mr. Qureshi. Under his amended and restated employment agreement, if Mr. Qureshi’s employment is terminated by the Company without cause or if Mr. Qureshi resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of six months following termination, (ii) payment of his full COBRA premiums for six months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iii) if Mr. Qureshi elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for six months following his termination, subject to his eligibility for such continued participation. If his employment is terminated due to his disability, he will receive six months of base salary continuation (reduced by any wage continuation payments received under any of our health and disability insurance plans). Mr. Qureshi is also eligible to receive benefits under the Change in Control Policy, as described below, but without duplication of any severance benefits payable under his employment agreement. Change in Control Policy. On August 9, 2022, our Board of Directors approved the Change in Control Policy pursuant to which certain of our employees are eligible to participate, including each of our named executive officers. The terms “cause,” “good reason,” and “change in control” referred to below are defined in the Change in Control Policy. Under the Change in Control Policy, if a participant’s employment is terminated by the Company without cause or by the participant for good reason, in either case other than during the period beginning six months before a change in control and ending twelve (12) months after the change in control, he or she will be eligible to receive: (i) continued payment of the participant’s base salary for a period of twelve (12) months following termination, (ii) monthly payments equal to the participant’s premium costs for continued coverage under our health, dental and other insurance plans for a period of twelve (12) months following termination, and (iii) for our Chief Executive Officer only, a pro-rata portion of the Chief Executive Officer’s annual cash bonus for the year of termination based on actual performance. Under the Change in Control Policy, if a participant’s employment is terminated by the Company without cause or by the participant for good reason, in either case during the period beginning six months before a change in control and ending twelve (12) months after the change in control, the participant will be eligible to receive: (i) a lump sum payment equal to twelve (12) months of the participant’s base salary (or twenty-four (24) months for our Chief Executive Officer), (ii) a lump sum payment equal to the participant’s target annual bonus for the year of termination, (iii) twelve (12) monthly payments (or twenty-four (24) for our Chief Executive Officer) equal to the participant’s premium costs for continued coverage under our health, dental and other insurance plans, and (iv) except to the extent that an award agreement or employment agreement entered into before the effective date of the Change in Control Policy provides for more favorable vesting terms or the terms of an award agreement entered after the effective date of the Change in Control Policy provides otherwise, (x) full acceleration of the vesting of all of the participant’s unvested and outstanding time-based equity awards and performance-based equity awards originally granted on or after June 9, 2021 (it being understood that such performance-based awards shall be deemed earned at the change in control assuming target performance and shall thereafter be converted into time-based equity awards) and (y) vesting of the participant’s unvested and outstanding performance-based equity awards originally granted prior to June 9, 2021 based on actual performance through the change in control. Severance Subject to Release of Claims and Compliance with Restrictive Covenants. Our obligation to provide severance payments and other benefits to any named executive officer under an employment agreement (other than in connection with a termination due to death) or under the Change in Control Policy is conditioned on the executive signing a release of claims in our favor and continued compliance with any restrictive covenant obligations owed to us.

  43. Potential Payments Upon Termination or Change in Control

    Section 280G of the Code. The Change in Control Policy provides for a Section 280G “better of provision” such that payments or benefits that each participant receives in connection with a change in control will be reduced to the extent necessary to avoid the imposition of any excise tax under Sections 280G and 4999 of the Code if such reduction would result in a greater after tax payment amount for such participant than if he or she had been paid the full amount of such payments or benefits, with such amount subject to the excise tax.

  44. Estimated Severance Payments

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | | | | | | | Kenneth Burdick | David Bourdon | Danish Qureshi | Pablo Pantaleoni | Ryan Pardo | | Involuntary Termination Not in Connection with a Change in Control (1) | | | | | | | Salary Continuation | $900,000 | $500,000 | $350,000 | $425,000 | $333,000 | | Pro-Rata Bonus | $770,000 | $— | $— | $— | $— | | Continued Health Care Benefits | $58,105 | $29,053 | $29,053 | $28,416 | $— | | Total | $1,728,105 | $529,053 | $379,053 | $453,416 | $333,000 | | Involuntary Termination in Connection with a Change in Control (2) | | | | | | | Salary Severance | $1,200,000 | $500,000 | $350,000 | $425,000 | $333,000 | | Target Annual Bonus | $900,000 | $375,000 | $262,500 | $212,500 | $166,500 | | Accelerated LTIP (3) | $28,959,552 | $4,901,440 | $11,197,252 | $4,183,185 | $5,273,912 | | Continued Health Care Benefits | $116,211 | $29,053 | $29,053 | $28,416 | $— | | Total | $31,175,763 | $5,805,493 | $11,838,805 | $4,849,101 | $5,773,412 | | Death (4) | | | | | | | Pro-Rata Bonus | $770,000 | $— | $— | $— | $— | | Total | $770,000 | $— | $— | $— | $— | | Disability (5) | | | | | | | Salary Continuation | $300,000 | $— | $175,000 | $— | $— | | Pro-Rata Bonus | $770,000 | $— | $— | $— | $— | | Total | $1,070,000 | $— | $175,000 | $— | $— |

  45. Director Compensation

    Director Compensation The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors for their services to us during fiscal year 2023. Mr. Burdick’s compensation for 2023 is included with that of our other named executive officers above.

  46. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Robert Bessler | 25,000 | 199,993 | 224,993 | | Darren Black(3) | — | — | — | | Jeffrey Crisan(3) | — | — | — | | William Miller | 25,000 | 199,993 | 224,993 | | Jeffrey Rhodes(3) | — | — | — | | Eric Shuey | 35,000 | 199,993 | 234,993 | | Katherine Wood(3) | — | — | — | | Seema Verma | 25,000 | 199,993 | 224,993 |

  47. Director Compensation

    (1) Amounts reported in this column reflect cash fees earned in fiscal year 2023. (2) Amounts reported in this column represent the grant date fair value of RSU awards granted during 2023. The grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. The assumptions used in calculating the grant date fair value of RSUs reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2023. As of December 31, 2023, our non-employee directors held the following shares of unvested restricted stock and unvested RSUs:

  48. Director Compensation

    | Non-employee Director | Number of Unvested Shares of Restricted Stock | Number of Unvested RSUs | | Robert Bessler | 23,363 | 21,905 | | Darren Black | — | — | | Jeffrey Crisan | — | — | | William Miller | 28,060 | 34,004 | | Jeffrey Rhodes | — | — | | Eric Shuey | 23,363 | 21,905 | | Katherine Wood | — | — | | Seema Verma | — | 37,817 |

  49. Director Compensation

    (3) Directors who are affiliated with our shareholders do not receive compensation for their services on our Board of Directors.

  50. Independent Director Compensation Policy

    Independent Director Compensation Policy In May 2023, our Board of Directors adopted a non-employee director compensation policy pursuant to which our independent non-employee directors are compensated as follows, beginning for the third quarter of 2023: • each independent non-employee director receives an annual cash fee of $50,000; and • each independent non-employee director receives an annual grant of RSUs with a grant date fair market value of approximately $200,000 (pro-rated for a director's first year of service on the Board of Directors). Mr. Shuey also receives an additional $20,000 annual cash retainer for his service as chairman of our Audit Committee. The annual RSU awards granted to our non-employee directors vest in full on the first anniversary of the grant date, or the date of our next annual meeting of shareholders, if sooner, in each case, subject to the director’s continued service on our Board of Directors. The RSUs fully vest on a change in control of the Company. Pursuant to the terms of the 2021 Plan, the aggregate value of all compensation granted or paid to any director with respect to any calendar year, including awards granted under the 2021 Plan and cash fees or other compensation paid by us to such director outside of the 2021 Plan for services as a director during such calendar year, is subject to a limit of $750,000 in the aggregate ($1,000,000 in the aggregate with respect to a director’s first year of service on our Board of Directors). In accordance with our non-employee director compensation policy, on July 1, 2023, each of Messrs. Bessler, Miller, and Shuey and Ms. Verma was granted 21,905 RSUs, which vest in full on the earlier of June 1, 2024 or the date of our next annual meeting of shareholders, subject to the director’s continued service on our Board of Directors. The RSUs also fully vest on a change in control of the Company.

  51. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, see “Executive Compensation” above.

  52. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for Current PEO(1) | Summary Compensation Table Total for Former PEO(1) | Compensation Actually Paid to Current PEO(2) | Compensation Actually Paid to Former PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return (S&P Health Care Index)(6) | Peer Group Total Shareholder Return (Russell 2500 Health Care Index)(6) | Net Loss(7) (in thousands) | Company Selected Measure: Adjusted EBITDA(8) (in thousands) | | 2023 | 14,829,496 | N/A | 39,438,062 | N/A | 2,542,147 | 3,598,675 | 36 | 114 | 68 | (186,262) | 59,042 | | 2022 | 40,953,095 | 9,808,706 | 27,350,996 | (25,950,275) | 9,475,625 | (141,744) | 23 | 111 | 65 | (215,564) | 52,670 | | 2021 | N/A | 147,001,804 | N/A | 118,763,423 | 38,859,218 | 23,022,181 | 43 | 114 | 91 | (307,197) | 49,154 |

  53. Pay Versus Performance

    (1) The amounts reported in these columns represent the amounts of total compensation reported in the “Total” column of the Summary Compensation Table in each applicable year for Mr. Burdick, who has served as our Chief Executive Officer since September 7, 2022, and/or Michael K. Lester, who served as our President and Chief Executive Officer during 2021 and 2022 until he retired from such position effective September 7, 2022. (2) The amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Burdick and/or Mr. Lester, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Burdick or Mr. Lester during the applicable year and were not considered by the compensation committee at the time it made decisions with respect to Mr. Burdick’s or Mr. Lester’s compensation. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Burdick’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:

  54. Pay Versus Performance

    | | Year | | | | Calculation of "Compensation Actually Paid" to Kenneth Burdick | 2023 | 2022 | 2021 | | Reported Summary Compensation Table ("SCT") Total for Mr. Burdick | 14,829,496 | 40,953,095 | N/A | | Amounts reported in the "Stock Awards" and "Option Awards" columns of the SCT | (13,423,219) | (40,753,003) | N/A | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | 21,805,767 | 27,150,904 | N/A | | Change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | 148,959 | — | N/A | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | — | — | N/A | | Change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | 16,077,059 | — | N/A | | Fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | — | — | N/A | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | — | — | N/A | | Compensation Actually Paid to Mr. Burdick | 39,438,062 | 27,350,996 | N/A |

  55. Pay Versus Performance

    In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lester’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:

  56. Pay Versus Performance

    | | Year | | | | Calculation of "Compensation Actually Paid" to Michael K. Lester | 2023 | 2022 | 2021 | | Reported Summary Compensation Table ("SCT") Total for Mr. Lester | N/A | 9,808,706 | 147,001,804 | | Amounts reported in the "Stock Awards" column of the SCT | N/A | (9,242,960) | (146,263,703) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | N/A | 5,101,943 | 15,736,212 | | Change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | N/A | (8,298,049) | 32,893,266 | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | N/A | — | — | | Change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | N/A | (23,319,915) | 69,395,844 | | Fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | N/A | — | — | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | N/A | — | — | | Compensation Actually Paid to Mr. Lester | N/A | (25,950,275) | 118,763,423 |

  57. Pay Versus Performance

    The valuation assumptions used to calculate the fair values of options, RSUs, and restricted stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the compensation committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. (3) The amounts reported in this column represent the average amounts of total compensation reported for our non-PEO Named Executive Officers as a group in the “Total” column of the Summary Compensation Table for each corresponding year. The non-PEO Named Executive Officers included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, David Bourdon, Danish Qureshi, Pablo Pantaleoni, and Ryan Pardo; (ii) for 2022, Danish Qureshi and David Bourdon; and (iii) for 2021, J. Michael Bruff and Gwen H. Booth. (4) The amounts reported in this column represent the average amount of “compensation actually paid” to our non-PEO Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO Named Executive Officers as a group during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of our non-PEO Named Executive Officers. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for our non-PEO Named Executive Officers as a group for each year to determine the compensation actually paid:

  58. Pay Versus Performance

    | | Year | | | | Calculation of "Compensation Actually Paid" to Non-PEO NEOs | 2023 | 2022 | 2021 | | Average Summary Compensation Table ("SCT") Total for non-PEO NEOs | 2,542,147 | 9,475,625 | 38,859,218 | | Average amounts reported in the "Stock Awards" and "Option Awards" columns of the SCT | (1,866,597) | (9,277,525) | (36,661,697) | | Average fair value (as of year end) of equity awards granted during the year that remain unvested at year end | 1,050,879 | 3,201,808 | 3,872,889 | | Average change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | 729,129 | (903,301) | 3,654,809 | | Average fair value (as of the vesting date) of equity awards that were granted and vested during the year | — | 1,000,001 | 1,730,994 | | Average change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | 1,310,562 | (3,638,352) | 11,565,968 | | Average fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | (167,445) | — | — | | Average value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | — | — | — | | Average Compensation Actually Paid to non-PEO NEOs | 3,598,675 | (141,744) | 23,022,181 |

  59. Pay Versus Performance

    The valuation assumptions used to calculate the fair values of options, RSUs, and restricted stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. The amounts reported in this column represent the cumulative total return on $100 invested in the Company’s common stock as of June 10, 2021 (the date on which our common stock began trading on Nasdaq) through the last trading day for the applicable fiscal year in the table. The Company has not paid any dividends since its IPO. The amounts reported in these columns represent the weighted cumulative total return on $100 invested as of June 10, 2021 (the date on which our common stock began trading on Nasdaq) through the last trading day for the applicable fiscal year in the table, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Historically, including for 2022 and 2021, we have presented the return of the S&P Health Care Index for purposes of Item 201(e) of Regulation S-K. However, upon a review of our market capitalization and those in the S&P Health Care Index, we determined that the Russell 2500 Health Care Index is a more appropriate benchmark to use because it is more representative of companies with market capitalizations comparable to ours. As such, we plan to replace the S&P Health Care Index with the Russell 2500 Health Care Index for this purpose for 2023 and going forward, but we are presenting the return of both the Russell 2500 Health Care Index and the S&P Health Care Index in the chart to aid in comparison for this transition year. The return of these indexes is calculated assuming reinvestment of dividends during the period presented. (7) The amounts reported in this column represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. (8) The amounts reported in this column represent Adjusted EBITDA, our Company-Selected Measure, which we believe is the most important financial measure used to link compensation actually paid to our named executive officers to Company performance for 2023. Adjusted EBITDA is defined in the “Compensation Discussion and Analysis” section of this Proxy Statement.

  60. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table Relationship between Compensation Actually Paid and Company TSR The graph below sets forth the relationship between “compensation actually paid” to our current PEO, “compensation actually paid” to our former PEO, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2023. Relationship between Compensation Actually Paid and Net Income (Loss) The graph below sets forth the relationship between “compensation actually paid” to our current PEO, “compensation actually paid” to our former PEO, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s Net Income (Loss). Relationship between Compensation Actually Paid and Adjusted EBITDA The graph below sets forth the relationship between “compensation actually paid” to our current PEO, “compensation actually paid” to our former PEO, and the average “compensation actually paid” to our Non-PEO NEOs, and our Company-Selected Measure, Adjusted EBITDA. Comparison of Company TSR and Peer Group TSR The graph below compares the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2023 to the cumulative TSR of our peer groups over the same period. Historically, including for 2022 and 2021, we have presented the return of the S&P Health Care Index for purposes of Item 201(e) of Regulation S-K. However, upon a review of our market capitalization and those in the S&P Health Care Index, we determined that the Russell 2500 Health Care Index is a more appropriate benchmark to use because it is more representative of companies with market capitalizations comparable to ours. As such, we plan to replace the S&P Health Care Index with the Russell 2500 Health Care Index for this purpose for 2023 and going forward, but we are presenting the return of both the Russell 2500 Health Care Index and the S&P Health Care Index in the graph below to aid in comparison for this transition year. Performance Measures As described in greater detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company for the most recently completed fiscal year to link executive compensation actually paid to the Company’s named executive officers to the Company’s performance are as follows: • Adjusted EBITDA • Revenue No other financial performance measures were used by the Company in its executive compensation program for the most recently completed fiscal year.