DEF 14A of Zeta Global Holdings Corp., Apr 26, 2024

DEF 14A of Zeta Global Holdings Corp.

Filed Apr 26, 2024 · FY20230000950170-24-049249

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors At the Annual Meeting, three (3) Class III directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. Our current Class III Directors are David Steinberg and John Sculley. The Board has nominated each of our Class III incumbent directors, David Steinberg and John Sculley, to serve as Class III directors until the 2027 Annual Meeting. The Board has also nominated a new director, Imran Khan, to serve as a Class III director until the 2027 Annual Meeting. We currently have seven (7) directors on our Board, which will increase to eight (8) directors if all three (3) director nominees are elected as Class III directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three (3) nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. The current class structure is as follows: Class I, whose term will expire at the 2025 Annual Meeting of Stockholders; Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose current term will expire at the Annual Meeting, and, if elected at the Annual Meeting, whose subsequent term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are William Royan and Jené Elzie; the current Class II Directors are William Landman, Robert Niehaus and Jeanine Silberblatt; and the current Class III Directors are David Steinberg and John Sculley. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that, subject to the rights of holders of any series of preferred stock, the authorized number of directors may be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Prior to the date as of which the holders of Class B Stock no longer hold at least a majority of the voting power of the outstanding shares of Common Stock (the “Sunset Date”), and subject to the rights of the holders of any series of preferred stock then outstanding in respect of preferred stock directors, any director or the entire Board may only be removed with or without cause by the affirmative vote of the holders of a majority in voting power of our Common Stock then entitled to vote at an election of directors. After the Sunset Date, any director or the entire Board may be removed only for cause and only by the affirmative vote of the holders of a majority in voting power of our Common Stock then entitled to vote at an election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election as Class III directors the persons whose names and biographies appear below. Other than Imran Khan, all of the persons whose names and biographies appear below are currently serving as our directors. In the event that any of David Steinberg, John Sculley and Imran Khan should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected. If all three nominees are elected as Class III directors at the Annual Meeting, the Board will increase its size from seven (7) directors to eight (8) directors. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three (3) nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. The Board unanimously recommends a vote FOR the election of each of the below Class III director nominees.

  2. David Steinberg

    David Steinberg David Steinberg has been a member of our Board since 2007 and is the Co-founder, Chairman and Chief Executive Officer of Zeta. Mr. Steinberg is also Chairman of CAIVIS Investment Company, Kica Investments and On Demand Pharmaceuticals. Previously, he was the founder and Chief Executive Officer of InPhonic, a seller of wireless phones and communications products and services. Prior to that he was the Chairman and Chief Executive Officer of Sterling Cellular. He holds a BA in Economics from Washington & Jefferson College. We believe that Mr. Steinberg is qualified to serve on our Board due to his marketing and entrepreneurial background.

  3. John Sculley

    John Sculley John Sculley has served on our Board since 2008 and is the Co-founder and Vice Chairman of Zeta. Since leaving his role of CEO at Apple Computer, Inc. in 1993, Mr. Sculley has focused on investing in early-stage companies as a venture capitalist and co-founder of several companies. He holds a BA from Brown University and an MBA from the Wharton School at the University of Pennsylvania. We believe Mr. Sculley is qualified to serve on our Board due to the expertise he brings in marketing and company leadership.

  4. Imran Khan

    Imran Khan Imran Khan is the founder and has served as Chief Investment Officer of Proem Asset Management, an investment firm that focuses on the technology space, since 2019. Additionally, Imran co-founded and is currently chairman of Verishop, an eCommerce enablement company that empowers independent and emerging brands. In addition to Verishop, Imran is also a member of the board of directors at Dave Inc. Prior to co-founding Proem Asset Management, Imran served as Snap Inc.’s Chief Strategy Officer, where he oversaw the company’s corporate strategy, revenue generation, business operations and partnerships. Previously, Imran was a Managing Director and Head of Global Internet Investment Banking at Credit Suisse. Before joining Credit Suisse, Imran held the role of Managing Director and Head of Global Internet Research at JPMorgan Chase. Imran holds a Bachelor of Science in Business Administration (B.S.B.A.) in Finance and Economics from the University of Denver. We believe Mr. Khan is qualified to serve on our Board due to his longstanding experience in investment and company management. Continuing members of the Board of Directors:

  5. Class I Directors (terms to expire at the 2025 Annual Meeting)

    Class I Directors (terms to expire at the 2025 Annual Meeting) The current members of the Board who are Class I Directors are as follows:

  6. Class I Directors (terms to expire at the 2025 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Zeta | | William Royan | 55 | 2017 | Director | | Jené Elzie | 49 | 2021 | Director |

  7. William Royan

    William Royan William Royan has served on our Board since 2017. He is the Managing Partner and Chair of the Investment Committee of GPI Capital, an alternative investment firm. Previously, he was a member of the Global Management Committee and Chief Investment Officer of a predecessor fund of BTG Pactual, a global financial services firm. Mr. Royan has been a director of numerous public and private companies, including the TMX Group, a Canadian financial services company that operates various market exchanges, where he chaired its Governance Committee, and BTG Pactual, a financial company offering investment banking, as well as wealth and asset management services. He holds a Bachelor of Commerce from the University of Calgary and an MBA from the University of Chicago. We believe Mr. Royan is qualified to serve on our Board because of his background in financial services.

  8. Jené Elzie

    Jené Elzie Jené Elzie has served on our Board since 2021. She has over three decades of experience as a sports and entertainment executive, having worked for and with some of the most respected global brands in the industry, including NBA, Golf Channel, Comcast/NBCUniversal, and Fox Sports. She has served as Managing Director, Investment Team at Dunes Point Capital, a private equity firm, since 2023 and as President of Seven Springs Global Advisors, a business transformation advisory firm, since 2022. From 2018 to 2022, Ms. Elzie served as Chief Growth Officer for Athletes First Partners, a sports marketing agency representing sports properties, including the National Basketball Players Association, the National Basketball Retired Players Association, and the US Olympic & Paralympic Committee. She also serves on the board of Varsity Brands, Inc. and Invited (ClubCorp.) From 2013 to 2018, she served as Vice President, International Marketing at the National Basketball Association. Ms. Elzie holds a bachelor’s degree in economics and a master’s degree in sociology, both from Stanford University. We believe Ms. Elzie is qualified to serve on our Board because of her extensive experience as an executive in the marketing, sports and entertainment industries.

  9. Class II Directors (terms to expire at the 2026 Annual Meeting)

    Class II Directors (terms to expire at the 2026 Annual Meeting) The current members of the Board who are Class II Directors are as follows:

  10. Class II Directors (terms to expire at the 2026 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Zeta | | William Landman | 71 | 2008 | Director | | Robert Niehaus | 68 | 2012 | Director | | Jeanine Silberblatt | 46 | 2022 | Director |

  11. William Landman

    William Landman William Landman has served on our Board since 2008. Mr. Landman is the Co-founder and Managing Principal of MainLine Investment Partners, LLC, where he directs the investment activities, management and strategic initiatives of the company and its affiliates, MainLine Private Wealth and Merion Realty Partners. Since 1987, Mr. Landman has also been a Principal and Senior Managing Director of CMS Companies, an alternative investments firm. Further, he is a Senior Advisor at Renovus Capital, an education-oriented small business investment company, and is a Principal and Manager of Merion Residential, a real estate management company. He holds a BA from the University of Pittsburgh and a JD from the University of Pittsburgh School of Law. We believe that Mr. Landman is qualified to serve on our Board due to his longstanding experience in investment and company management.

  12. Robert Niehaus

    Robert Niehaus Robert Niehaus has served on our Board since 2012 and has over 30 years of experience in investment and private equity. Mr. Niehaus is the Chairman and Founder of GCP Capital Partners LLC (“GCP”) and has served as Chairman of GCP and its predecessor business Greenhill Capital Partners and their respective Investment Committees since 2000. In addition, Mr. Niehaus is Chairman of Iridium Communications Inc., a satellite communications company, and previously served as a Director for Heartland Payment Systems, a payments technology business. He holds a BA in international affairs from Princeton University and an MBA from Harvard Business School. We believe Mr. Niehaus is qualified to serve on our Board due to his extensive corporate governance and investment strategy experience.

  13. Jeanine Silberblatt

    Jeanine Silberblatt Jeanine Silberblatt has served on our Board since 2022. She has over 20 years of experience across retail, tech and finance, having worked for or with large omnichannel retailers, direct-to-consumer brands, AI-enabled business models and financial services firms. She most recently served as Vice President, eCommerce & Digital Marketing, at Pottery Barn Teen at Williams-Sonoma, Inc. from 2020 to 2023. From 2017 to 2020, she was the Vice President/General Manager, Merchandising & Brand Partnerships at Stockwell AI Inc. She is also a Founding Member of Chief, a private network designed for senior women leaders to strengthen their leadership journey, cross-pollinate ideas across industries, and effect change from the top-down. She also serves on the board of Fashion Incubator San Francisco (FiSF), a non-profit incubator committed to turning fashion apparel designers into successful San Francisco entrepreneurs and employers. Ms. Silberblatt holds a Bachelor of Science from Delaware State University and an MBA from Harvard Business School. We believe Ms. Silberblatt is qualified to serve on our Board due to her experience as an executive in marketing.

  14. Executive Summary

    | What We Do | | What We Do Not Do | | ✓ | Emphasize performance-based, at risk compensation, including performance-based equity awards.X | Do not grant guaranteed equity compensation. | | ✓ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.X | Do not permit hedging or pledging of Company securities. | | ✓ | Weight the overall pay mix towards incentive compensation for senior executives.X | Do not provide defined benefit pension arrangements. | | ✓ | Engage an independent compensation consultant to advise our Compensation Committee. | |

  15. Role of Compensation Consultant

    Role of Compensation Consultant In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Compensation Committee has retained FW Cook as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our executive compensation program. The Compensation Committee has evaluated the independence of FW Cook pursuant to the requirements of NYSE and SEC rules and has determined that FW Cook does not have any conflicts of interest in advising the Compensation Committee. FW Cook did not provide any other services to the Company in 2023 for which the amount of fees exceeded $120,000. In consultation with FW Cook, in December 2022, our Compensation Committee selected our peer group as follows, focusing on other publicly traded companies with size and financial characteristics similar to our own, or which operate in similar industries:

  16. Role of Compensation Consultant

    | • Blackbaud | • LivePerson | • PagerDuty | • Teradata | | • Commvault Systems | • LiveRamp | • Pegasystems | • Varonis Systems | | • Criteo | • Magnite | • Perficient | • Verint Systems | | • Five9 | • Manhattan Associates | • PubMatic | • Yelp | | • InterDigital | • Momentive Global | • TechTarget | |

  17. Role of Compensation Consultant

    In December 2022, FW Cook provided an analysis of data derived from members of our peer group. For 2023, the Compensation Committee used FW Cook’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. While the Compensation Committee does not establish compensation levels solely based on a review of competitive data or benchmark to any particular level, it believes such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers.

  18. Cash Incentive Compensation

    Cash Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program and provide incentives necessary to retain executive officers. Each NEO is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. For 2023, the target bonus opportunity for Mr. Steinberg, Mr. Gerber and Mr. Greiner, expressed as a percentage of base salary was 100%, 109% and 100%, respectively. Our Board determines the bonus amounts for our executives, including our NEOs, based on company performance against pre-established objectives and retains discretion to allow for individual adjustments based on such factors as it deems appropriate. Payouts under our annual cash incentive program are made based on input from the Chief Executive Officer and the Compensation Committee on performance against a variety of factors, including financial performance against the Company’s budget for fiscal year 2023 that was presented to the Board in December 2022. After considering performance against the financial goals as well as an assessment of qualitative factors of performance including general market conditions and success on other strategic goals, the Chief Executive Officer recommended, and the Compensation Committee approved, annual incentive payouts at the target level for all the NEOs. In November 2023, the Compensation Committee determined to allow the NEOs to elect to receive all or a portion of the amounts earned under the bonus plan in shares of restricted stock. Mr. Steinberg elected to receive payment of 100% of his bonus in restricted shares. Mr. Greiner elected to receive payment of 15% of his bonus in cash and 85% in restricted shares. Mr. Gerber elected to receive payment of 17% of his bonus in cash and 83% in restricted shares. The restricted shares were granted in November 2023 and vest as to 25% on January 15, 2024, with the remaining vesting in equal monthly installments on the 15th of each month thereafter through October 15, 2024. Mr. Steinberg, Mr. Greiner and Mr. Gerber were granted 206,044, 116,264 and 137,500 restricted shares, respectively. In addition to amounts earned under our annual bonus plan for the year, the named executive officers were also award discretionary cash bonuses during 2023 in recognition of the achievement of revenue and profitability goals that exceeded the Company’s 2023 financial budget. The bonus granted to each named executive officer is shown in the “Bonus” column of the 2023 Summary Compensation Table below. The amounts were generally determined based on achievement of financial performance in excess of the Company’s budget for fiscal year 2023 as presented to the Board in December 2022. In particular, the Company achieved $728.7 million in revenue and $129.4 million in Adjusted EBITDA for fiscal year 2023, which exceeded the initial guidance we issued of $686 million to $696 million in revenue and $116.5 million to $118.3 million in Adjusted EBITDA based on our budget for fiscal year 2023.1 ____________________ 1 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Income and for a discussion of management’s use of non-GAAP measures.

  19. Equity-Based Long-Term Incentive Awards

    Equity-Based Long-Term Incentive Awards We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. We do not currently have any formal policy for determining the number of equity-based awards to grant to NEOs. Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to link the interests and risks of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between company performance and pay. In 2023, we granted equity-based compensation to our NEOs in the form of restricted stock and PSUs. In April 2023, we made the following grants of restricted stock awards and PSUs to our NEOs under our long-term equity incentive program:

  20. Equity-Based Long-Term Incentive Awards

    | Name | Number of Restricted Shares | Number of PSUs at Target | | David Steinberg | 1,096,925 | 246,925 | | Steven Gerber | 350,000 | 165,000 |

  21. Equity-Based Long-Term Incentive Awards

    | Christopher Greiner | 300,000 | 137,500 |

  22. Equity-Based Long-Term Incentive Awards

    These awards were approved by the Compensation Committee and the Board following consideration of the factors set forth above under “Determination of Executive Compensation.” The restricted shares vest as to 25% of the shares on April 21, 2024, with the remaining 75% of the shares scheduled to vest quarterly thereafter over three years. The PSUs will be earned between 0% of target and 300% of target based upon the volume-weighted average closing price per share of our Class A common stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2023 and ending with, and including, the fourth fiscal quarter of 2027 as set forth in the following table:

  23. Equity-Based Long-Term Incentive Awards

    | 20 Day VWAP | Percentage of Target PSUs Earned | | Below $13.66 | 0% | | $13.66 | 25% | | $16.13 | 50% | | $18.60 | 100% | | $22.05 | 150% | | $25.01 | 200% | | $37.60 | 300% |

  24. Equity-Based Long-Term Incentive Awards

    To the extent earned, the PSUs vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date. In the event of the executive’s termination by the Company without cause or due to the executive’s death or disability, or resignation by the executive for good reason, any earned PSUs will vest on the date of such termination or resignation and, in connection with a termination without cause or resignation for good reason only, those PSUs otherwise eligible to be earned for the quarter in which such termination or resignation occurs will remain outstanding and eligible to vest on the first determination date that occurs following such termination or resignation based on actual performance for such quarter. The unearned portion of the PSUs are expected to expire on January 1, 2028. In April 2023, the Company determined that 28.5% of the target number of PSUs issued on August 21, 2021 were earned based on the 20-day volume-weighted average price of our Class A common stock of $10.35 for the performance quarter ended March 31, 2023. The earned PSUs vest in three equal annual installments, with the first installment vesting on April 21, 2023, the date the Company determined the number of PSUs that are eligible to vest, and the second and third installments vesting on the first and second anniversaries of such date.

  25. Employment Agreements

    Employment Agreements We are party to employment agreements with each of our NEOs, which provide for severance payments and benefits upon certain terminations of employment, including upon the executive’s termination without cause or resignation for good reason. Our Compensation Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under the employment agreements are designed to be competitive with market practices. A description of these agreements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2023, are set forth in “Potential Payments Upon Termination or Change in Control” below.

  26. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

  27. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation (4)($) | Total ($) | | David Steinberg | 2023 | 750,000 | 475,000 | 16,361,999 | 750,000 | 531,640 | 18,868,639 | | Chairman and Chief Executive Officer | 2022 | 750,000 | 475,000 | 18,336,846 | 750,000 | 415,657 | 20,727,503 | | | 2021 | 750,000 | 675,000 | 213,985,907 | 750,000 | 293,550 | 216,454,457 | | Christopher Greiner | 2023 | 500,000 | 350,000 | 5,947,000 | 500,000 | 94,725 | 7,391,725 | | Chief Financial Officer | 2022 | 500,000 | 350,000 | 7,134,878 | 500,000 | 4,575 | 8,489,453 | | | 2021 | 500,000 | 250,000 | 22,822,319 | 500,000 | 59,350 | 24,131,669 | | Steven Gerber | 2023 | 550,000 | 368,263 | 7,034,600 | 600,000 | 94,725 | 8,647,588 | | President and Chief Operating Officer | 2022 | 550,000 | 350,250 | 8,725,848 | 500,500 | 19,575 | 10,146,173 | | | 2021 | 550,000 | 600,000 | 34,673,319 | 500,000 | 4,350 | 36,327,669 |

  28. 2023 Summary Compensation Table

    ____________________ (1) Amounts shown for 2023 reflect discretionary bonuses granted in recognition of the achievement of revenue and profitability goals that exceeded the Company’s 2023 financial budget. (2) Amounts reflect the full grant-date fair value of restricted stock awards and PSUs granted during the applicable year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For PSUs, the amounts were calculated based on the probable outcome of the performance condition as of the grant date. For the PSUs granted in 2023, the following are the values of the PSUs as of the grant date assuming attainment of the maximum level of performance: Mr. Steinberg ($15,585,906), Mr. Greiner ($8,679,000) and Mr. Gerber ($10,414,800). We provide information regarding the assumptions used to calculate the value of all equity awards made to executive officers in Note 13 to the consolidated financial statements included in our 2023 Annual Report on Form 10-K. (3) Amounts reflect cash bonuses earned under our annual performance-based bonus program for 2023. Please see the description of the annual bonus program under “Cash Incentive Compensation” in the CD&A above. These amounts were paid out in the form of restricted stock awards in the amount of 206,044 shares for Mr. Steinberg, restricted stock awards in the amount of 116,264 shares and $76,800 in cash for Mr. Greiner, and restricted stock awards in the amount of 137,500 shares and $99,500 in cash for Mr. Gerber. (4) Amount shown for 2023 for Mr. Steinberg include the cost of (i) maintaining an apartment for corporate purposes and Mr. Steinberg’s and other employees’ use while on company business ($316,440 for 2023), (ii) certain club membership fees ($125,200 for 2023, which includes $49,266 of tax gross-up) and (iii) executive healthcare services. Amount shown for Mr. Greiner and Mr. Gerber include the cost of (i) executive healthcare services and (ii) matching contributions under our 401(k) plan.

  29. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2023 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2023.

  30. Grants of Plan-Based Awards in Fiscal 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Target($) | Threshold(#) | Target(#) | Maximum(#) | | | | David Steinberg | — | $750,000 | | | | | | | | 4/21/2023 | | 61,731 | 246,925 | 740,775 | | 5,195,302 | | | 4/21/2023 | | | | | 1,096,925 | 11,166,697 | | Christopher Greiner | — | $500,000 | | | | | | | | 4/21/2023 | | 34,375 | 137,500 | 412,500 | | 2,893,000 | | | 4/21/2023 | | | | | 300,000 | 3,054,000 | | Steven Gerber | — | $600,000 | | | | | | | | 4/21/2023 | | 41,250 | 165,000 | 495,000 | | 3,471,600 | | | 4/21/2023 | | | | | 350,000 | 3,563,000 |

  31. Grants of Plan-Based Awards in Fiscal 2023

    ____________________ (1) Amounts reflect potential payouts under our 2023 annual bonus program. In November 2023, the Compensation Committee determined to allow the NEOs to elect to receive all or a portion of the amounts earned under the bonus plan in shares of restricted stock. On November 15, 2023, the NEOs were granted shares of restricted stock in the following amounts: Mr. Steinberg (206,044); Mr. Greiner (116,264); and Mr. Gerber (137,500). Our annual bonus program does not have pre-established threshold and maximum payout levels. Please see the description of the annual bonus program under “Cash Incentive Compensation” in the CD&A above. (2) Amounts shown represent restricted stock awards and PSUs granted to the NEO. Certain outstanding awards have been transferred other than for value by the NEO to trusts or other entities. (3) Amounts reflect the grant-date fair value in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 13 to the consolidated financial statements included in our 2023 Annual Report on Form 10-K. For PSUs, the amounts were calculated based on the probable outcome of the performance condition as of the grant date.

  32. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2023.

  33. Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | Vesting Schedule | | David Steinberg | 11/15/2023 | 206,044 | 1,817,308 | | | (3) | | | 4/21/2023 | | | 61,731 | 544,467 | (4) | | | 4/21/2023 | 1,096,925 | 9,674,879 | | | (5) | | | 2/23/2022 | | | 112,500 | 992,250 | (4) | | | 2/23/2022 | 435,938 | 3,844,973 | | | (6) | | | 8/18/2021 | 76,000 | 1,005,480 | 286,000 | 2,522,520 | (7) | | | 8/18/2021 | 231,875 | 2,045,138 | | | (6) | | | 6/14/2021 | 262,500 | 2,315,250 | | | (6) | | | 2/12/2018-5/5/2021 | 12,470,308 | 109,988,117 | | | (6) | | Christopher Greiner | 11/15/2023 | 116,264 | 1,025,448 | | | (3) | | | 4/21/2023 | | | 34,375 | 303,188 | (4) | | | 4/21/2023 | 300,000 | 2,646,000 | | | (5) | | | 2/23/2022 | | | 68,750 | 606,375 | (4) | | | 2/23/2022 | 66,375 | 585,428 | | | (6) | | | 8/18/2021 | 38,000 | 502,740 | 143,000 | 1,261,260 | (7) | | | 8/18/2021 | 32,815 | 289,428 | | | (6) | | | 6/14/2021 | 37,500 | 330,750 | | | (6) | | | 2/17/2020-2/1/2021 | 1,493,731 | 13,174,707 | | | (6) | | Steven Gerber | 11/15/2023 | 137,500 | 1,212,750 | | | (3) | | | 4/21/2023 | | | 41,250 | 363,825 | (4) | | | 4/21/2023 | 350,000 | 3,087,000 | | | (5) | | | 2/23/2022 | | | 82,500 | 727,650 | (4) | | | 2/23/2022 | 90,000 | 793,800 | | | (6) | | | 8/18/2021 | 38,000 | 502,740 | 143,000 | 1,261,260 | (7) | | | 8/18/2021 | 32,815 | 289,428 | | | (6) | | | 6/14/2021 | 37,500 | 330,750 | | | (6) | | | 6/15/2016-2/25/2021 | 2,172,492 | 19,161,379 | | | (6) |

  34. Outstanding Equity Awards at Fiscal Year-End Table

    (1) Amounts shown represent restricted stock awards and PSUs granted to the NEO. Certain outstanding awards have been transferred other than for value by the NEO to trusts or other entities. The awards are subject to accelerated vesting in connection with certain qualifying terminations of employment or a change in control. See the section entitled “Potential Payments upon Termination or Change in Control” below for additional information. (2) Amount shown is based on a price per share of $8.82, which was the closing price of our Class A common stock on the last trading day of fiscal 2023. (3) Represents restricted shares granted for payment under the annual bonus plan that vests as to 25% on January 15, 2024, with the remaining vesting in equal monthly installments on the 15th of each month thereafter through October 15, 2024. (4) Represents PSUs at the threshold level of performance, which is 25% of target. The PSUs granted on February 23, 2022 (the “2022 PSUs”) will be earned between 0% of target and a varying maximum percentage of target for each NEO based upon the volume-weighted average closing price per share of our Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2022 and ending with, and including, the fourth fiscal quarter of 2026. The maximum number of PSUs that may be earned by each NEO is as follows: Mr. Steinberg, 389% of target; Mr. Gerber, 361% of target; and Mr. Greiner, 373% of target. The PSUs granted on April 21, 2023 (the “2023 PSUs”) will be earned between 0% and 300% of target based upon the volume-weighted average closing price per share of our Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2023 and ending with, and including, the fourth fiscal quarter of 2027. To the extent earned, the PSUs vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date. The unearned portion of the 2022 PSUs and 2023 PSUs are expected to expire on January 1, 2027 and January 1, 2028, respectively. (5) Unvested shares of Class A common stock vest as to 25% of the shares in equal daily installments over the 15 trading days prior to April 21, 2024 (excluding April 1, 2024) and the remaining 75% of the shares will vest quarterly thereafter over three years. The restricted shares are subject to accelerated vesting in connection with certain qualifying terminations of employment. See the section entitled “Executive Employment Agreements” below for additional information. (6) Vests in quarterly installments, spread equally over the 15 trading days prior to the 14th day of the last month of each quarter (excluding the 1st of any month). (7) Unvested earned PSUs granted on August 18, 2021 (the “2021 PSUs”) are shown in the “Number of Shares or Units of Stock That Have Not Vested” column and vest in two equal annual installments on April 21, 2024 and April 21, 2025. The unearned portion of the 2021 PSUs are earned between 0% and 200% of target based upon the volume-weighted average closing price per share of our Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the second fiscal quarter of 2022 and ending with, and including, the fourth fiscal quarter of 2025. The unearned portion of the 2021 PSUs are expected to expire on January 1, 2026.

  35. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023

  36. Option Exercises and Stock Vested in Fiscal 2023

    | Name | Stock Awards (1) | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2)($) | | David Steinberg……………. | 5,672,766 | 50,158,914 | | Christopher Greiner……………. | 711,881 | 6,352,531 | | Steven Gerber……………. | 1,001,761 | 8,927,529 |

  37. Option Exercises and Stock Vested in Fiscal 2023

    (1) Amounts shown represent restricted stock awards and PSUs granted to the NEO that vested in fiscal 2023. Certain awards were transferred other than for value by the NEO to trusts or other entities prior to vesting. (2) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date. None of our NEOs exercised any stock options during 2023.

  38. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  39. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation.

  40. Estimated Potential Payments

    | Name | Benefit | Termination Without Cause or Resignation for Good Reason (no Change in Control) ($) (1) | Termination due to Disability ($) | Death ($) | Change in Control (no Termination) ($) | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ($) | | David Steinberg (2) | Cash | $2,250,000 | $2,250,000 | $750,000 | $0 | $3,750,000 | | | Equity Acceleration (3) | $132,227,861 | $132,227,861 | $132,227,861 | $132,227,861 | $132,227,861 | | | Continued Healthcare | $34,406 | $34,406 | $0 | $0 | $51,609 | | | Total | $134,512,267 | $134,512,267 | $132,977,861 | $132,227,861 | $136,029,470 | | Christopher Greiner | Cash | $1,500,000 | $1,000,000 | $500,000 | $0 | $2,000,000 | | | Equity Acceleration (3) | $19,464,064 | $19,464,064 | $19,464,064 | $19,464,064 | $19,464,064 | | | Continued Healthcare | $34,406 | $0 | $0 | $0 | $51,609 | | | Total | $20,998,470 | $20,464,064 | $19,964,064 | $19,464,064 | $21,515,674 | | Steven Gerber | Cash | $1,750,000 | $1,175,000 | $600,000 | $0 | $2,325,000 | | | Equity Acceleration (3) | $26,469,323 | $26,469,323 | $26,469,323 | $26,469,323 | $26,469,323 | | | Continued Healthcare | $34,406 | $0 | $0 | $0 | $51,609 | | | Total | $28,253,729 | $27,644,323 | $27,069,323 | $26,469,323 | $28,845,932 |

  41. Estimated Potential Payments

    (1) Includes pro-rated bonus amounts for fiscal 2023 based on full target bonus amounts. (2) In the event Mr. Steinberg is terminated for cause and agrees to extend his non-solicitation agreement until the fifth anniversary of the date of our IPO, the equity awards granted to him prior to our IPO will continue to vest during such extended non-solicitation period. (3) With respect to restricted shares and earned but unvested PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated shares by $8.82, the closing price of our Class A common stock on the last trading day of fiscal 2023.

  42. 2023 Director Compensation

    2023 Director Compensation The following table sets forth the compensation earned by our non-employee directors for their service on our Board during 2023.

  43. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Jené Elzie | 100,000 | 150,000 | 250,000 | | Robert Niehaus | 100,000 | 150,000 | 250,000 | | William Royan | 100,000 | 150,000 | 250,000 | | William A. Landman | 100,000 | 150,000 | 250,000 | | John Sculley | 100,000 | 150,000 | 250,000 | | Jeanine Silberblatt | 100,000 | 150,000 | 250,000 |

  44. 2023 Director Compensation

    ____________________ (1) Amounts reflect the annual cash retainer earned under our director compensation program for service on our Board during 2023. For Mr. Landman and Mr. Sculley, these directors each elected to receive their quarterly payment of their annual cash retainer in the form of restricted shares of our Class A common stock, which vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date. Accordingly, these directors were each granted the following restricted shares of our Class A common stock in lieu of $25,000 of cash fees for service during the applicable quarter of 2023: 2,308 restricted shares on April 1, 2023 for service during the first quarter of 2023; 2,927 restricted shares on July 1, 2023 for service during the second quarter of 2023; 2,994 restricted shares on October 1, 2023 for service during the third quarter of 2023; and 2,834 restricted shares on January 1, 2024 service for the fourth quarter of 2023. (2) Amounts reflect the full grant-date fair value of restricted stock awards granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all restricted stock awards made to our directors in Note 13 to the consolidated financial statements included in our 2023 Annual Report on Form 10-K. The table below shows the aggregate number of unvested stock awards held as of December 31, 2023 by each non-employee director. Certain outstanding awards have been transferred by the director to trusts or other entities. None of our non-employee directors hold any option awards.

  45. 2023 Director Compensation

    | Name | Unvested Restricted Shares Outstanding at 2023 Fiscal Year End | | Jené Elzie | 35,128 | | Robert Niehaus | 284,271 | | William Royan | 35,128 | | William A. Landman | 850,921 | | John Sculley | 911,957 | | Jeanine Silberblatt | 35,128 |

  46. 2023 Director Compensation

    Director Compensation Program We maintain a compensation program for our non-employee directors under which each non-employee director is eligible for (i) an annual equity award of $150,000 in shares of restricted stock on July 1 of each year, subject to the director’s continued service as a director through such date; and (ii) an annual cash retainer of $100,000, payable in arrears in four equal quarterly installments, prorated for the portion of each calendar quarter actually served as a non-employee director. The restricted shares granted under the director compensation program vest as to 25% of the shares on the first anniversary of the date of grant and as to 25% of the shares on each October 1, January 1 and April 1 thereafter, subject to continued service as a non-employee director through each such vesting date and accelerated vesting upon a change in control. Under our director compensation program, each non-employee director may elect to receive restricted shares of our Class A common stock in lieu of the director’s quarterly cash retainer for Board service. The restricted shares granted in lieu of the cash retainer vest as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date. The number of shares payable at the end of each quarter is determined by dividing the cash amount of the retainer by the closing price of our Class A common stock on the final trading day of such quarter. Cash is paid in lieu of any fractional shares. * * * * *

  47. Pay Versus Performance

    Pay Versus Performance The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our CEO, and on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, our peer group TSR consisting of the Nasdaq Computer Index, our net income, and our Company-Selected Measure, Adjusted EBITDA.

  48. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On: | | | | | | | | Average | Average | | Peer | Net | Adjusted | | Fiscal | SCT | CAP | SCT | CAP | | Group | Income (Loss) | EBITDA5 | | Year | for CEO | to CEO | for Other NEOs | to Other NEOs | TSR | TSR | ($ in 000s) | ($ in 000s) | | (a) | (b)1 | (c)2 | (d)3 | (e)2 | (f)4 | (g)4 | (h) | (i)6 | | 2023 | $18,868,639 | $32,576,149 | $8,019,657 | $11,369,482 | $99.21 | $131.64 | ($187,481) | $129,393 | | 2022 | $20,727,503 | $7,337,947 | $9,317,813 | $5,706,542 | $91.90 | $79.08 | ($279,239) | $92,180 | | 2021 | $216,454,457 | $191,673,896 | $30,229,669 | $32,002,898 | $94.71 | $123.13 | ($249,563) | $63,255 |

  49. Pay Versus Performance

    ____________________ 1 The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, Mr. Steinberg, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Fiscal Year 2023 Summary Compensation Table in this proxy statement and the Summary Compensation Tables in our Fiscal Year 2021 and 2022 proxy statements. 2 The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), reconciled in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Fair values set forth in the table are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. No adjustment is made for dividends because the amount associated with such dividends, if any were paid, are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below.

  50. Pay Versus Performance

    | Fiscal Year | Executives (CEO & NEO Average) | SCT | Grant Date Value of New Awards | Year End Value of New Awards | Change in Value of Prior Awards | Change in Value of Vested Awards Granted in Prior Fiscal Years | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions | Value of Dividends Paid on Equity Awards not reflected in Fair Value | Total Equity CAP | CAP | | | | (a) | (b) | (i) | (ii) | (iii) | (iv) | (v) | (vi) | (c)=(i)+(ii)+(iii)+(iv)+(v)+(vi) | (d) =(a)-(b)+(c) | | 2023 | CEO | $18,868,639 | $16,361,999 | $16,550,511 | $10,328,095 | $3,190,903 | $0 | $0 | $0 | $30,069,509 | $32,576,149 | | | Other NEOs | $8,019,657 | $6,490,800 | $7,087,946 | $2,163,375 | $589,303 | $0 | $0 | $0 | $9,840,625 | $11,369,482 | | 2022 | CEO | $20,727,503 | $18,336,846 | $12,676,750 | ($4,661,189) | ($3,068,271) | $0 | $0 | $0 | $4,947,290 | $7,337,947 | | | Other NEOs | $9,317,813 | $7,930,363 | $5,400,880 | ($738,646) | ($343,142) | $0 | $0 | $0 | $4,319,092 | $5,706,542 | | 2021 | CEO | $216,454,457 | $213,985,907 | $52,763,911 | $131,781,235 | $3,771,949 | $888,251 | $0 | $0 | $189,205,346 | $191,673,896 | | | Other NEOs | $30,229,669 | $28,747,819 | $3,279,380 | $25,416,090 | $1,790,949 | $34,628 | $0 | $0 | $30,521,048 | $32,002,898 |

  51. Pay Versus Performance

    ____________________ (a)The dollar amounts reported in the Summary Compensation Table for the applicable year. (b)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (c)The recalculated value of equity awards for each applicable year. (d)“Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. 3 The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table in this proxy statement. For each of 2021, 2022 and 2023, the other NEOs were: Christopher Greiner and Steven Gerber. 4 TSR is determined based on the value of an initial fixed investment of $100. Per SEC rules, 2021 TSR was calculated using $8.89, the closing price of our stock on the date of our initial public offering, June 10, 2021. The TSR peer group consists of the Nasdaq Computer Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 5 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Income and for a discussion of management’s use of non-GAAP measures. 6 We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to the CAP to our CEO and Other NEOs in 2023, consistent with the targets used for our incentive programs. See “Compensation Discussion and Analysis” for additional information.

  52. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures The charts below show, for the past four years, the relationship of the Company’s TSR relative to the Company’s TSR peer group as well as the relationship between the CEO and Other NEOs’ “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s net income; and (iii) the Company-Selected Measure, Adjusted EBITDA.

  53. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2023 Performance Measures The Compensation Committee uses a mix of performance measures to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for NEOs’ 2023 compensation decisions are listed in the table to the right, each of which is described in more detail in the CD&A. | | | | Most Important Performance Measures | | | Adjusted EBITDA1 | | | Revenue | | | Stock Price |

  54. Relationship Between “Compensation Actually Paid” and Performance Measures

    1 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Income and for a discussion of management’s use of non-GAAP measures.

  55. Executive Officer and Director Compensation

    Executive Officer and Director Compensation Please see “Compensation Discussion and Analysis” for information regarding the compensation of our directors and executive officers.