DEF 14A of Definitive Healthcare Corp., Apr 23, 2025

DEF 14A of Definitive Healthcare Corp.

Filed Apr 23, 2025 · FY20240000950170-25-057364

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS

    PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS Our Charter provides for a classified Board of Directors divided into three classes. Kevin Coop, Jason Krantz and Lauren Young constitute a class with a term that expires at the Annual Meeting (the “Class I Directors”); Chris Egan, Samuel A. Hamood, Jill Larsen, and Sastry Chilukuri constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the “Class II Directors”); and Jeff Haywood, Scott Stephenson, and Kathleen A. Winters constitute a class with a term that expires at the Annual Meeting of Stockholders in 2027 (the “Class III Directors”). Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees to serve as Class I Directors for a three-year term expiring at the Annual Meeting of Stockholders in 2028: Kevin Coop, Jason Krantz and Lauren Young. Action will be taken at the Annual Meeting for the election of these three Class I Director nominees. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. All of the nominees have indicated that they will be willing and able to serve as directors. Each person nominated for election has agreed to be named in this Proxy Statement and to serve if elected. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of the nominees should be unable to serve or for good cause will not serve, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.

  2. Nominating Agreements

    Nominating Agreements On September 17, 2021, in connection with the initial public offering of our Class A common stock completed September 17, 2021 (our “IPO”), we entered into nominating agreements with each of an affiliate of Advent, Jason Krantz, and Spectrum Equity, which provide that, subject to certain stock ownership thresholds, the Company will include two designees of Advent, one designee of Jason Krantz, and one designee of Spectrum Equity, respectively, in the slate of director nominees recommended to the Company’s stockholders for election, and the Company will fill any vacancy of any such designated director previously nominated by Advent, Jason Krantz, and Spectrum Equity, respectively, with a new director designated by Advent, Jason Krantz, and Spectrum Equity, respectively. Chris Egan and Lauren Young are the designees of Advent, Jason Krantz is the designee of Jason Krantz, and Jeff Haywood is the designee of Spectrum Equity.

  3. Nominees for Election to the Board of Directors in 2025

    Nominees for Election to the Board of Directors in 2025 The following information describes the offices held, other business directorships, and the term of service of each director nominee, as well as the experiences, qualifications, attributes, or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities of the director nominees is shown under “Security Ownership of Certain Beneficial Owners and Management” below. Each of the nominees for election at the Annual Meeting was recommended for election by the Nominating and Corporate Governance Committee. All three of the nominees are current directors and, if elected, will be continuing their roles on the Board. Mr. Coop has not previously been elected by our stockholders. He was appointed to the position of Chief Executive Officer and as a member of the Board, each effective June 24, 2024, to serve as a Class I director until the Company’s Annual Meeting.

  4. Class I – Nominees for three-year term expiring in 2028

    Class I – Nominees for three-year term expiring in 2028

  5. Class I – Nominees for three-year term expiring in 2028

    | Name | Age | Principal occupation and other information | | Kevin Coop | 60 | Mr. Coop has served as Chief Executive Officer and a director of the Company since June 2024. Prior to joining the Company, Mr. Coop served as Chief Executive Officer and a member of the Board of Directors of DailyPay Inc., a financial services worktech company, where he had served in such roles since June 2022. Mr. Coop also served various leadership roles at Dun & Bradstreet Holdings, Inc., a company providing commercial data, analytics and insights, between January 2019 and June 2022, including President of North America from November 2020 to June 2022, Chief Commercial Officer from April 2019 to November 2020, and Chief Revenue Officer from January 2019 to April 2019. Mr. Coop previously served as President of the Data Analytics division of Black Knight, Inc., a provider of software, data and analytics in the mortgage and consumer loan, real estate and capital markets industries, from January 2014 to February 2019. Before joining Black Knight, Mr. Coop served as Executive Vice President of ServiceLink, a subsidiary of Fidelity National Financial, Inc., from December 2012 to January 2014. Prior to that, he served as President of the Financial Services business lines for Verisk Analytics, Inc., a data analytics company, from May 2005 to December 2012. Mr. Coop holds a B.A. in History and Political Science from the University of California, Los Angeles. We believe Mr. Coop is qualified to serve on our Board of Directors because of his operational and go-to-market experience within data-based organizations, successful track record of driving transformational change, and knowledge of the data and analytics industries. | | Jason Krantz | 52 | Mr. Krantz served as the Company's Interim Chief Executive Officer from January 2024 until June 2024 and has served as Executive Chairman of the Board of Directors of the Company since August 2022, having previously served as Chief Executive Officer and director since founding the Company in February 2011. Prior to founding Definitive Healthcare, Mr. Krantz founded and served as CEO of Infinata, a SaaS based provider of intelligence to the pharmaceutical industry under the brand BioPharm Insight, from 1999 to 2007 until the company was sold to Pearson Media Group. In addition, Mr. Krantz has co-founded and helped build several intelligence and analytics companies including Energy Acuity, a privately held provider of intelligence on the alternative energy market, and Xtelligent Media, a privately held integrated marketing company focused on the healthcare industry. Mr. Krantz previously served on the board of directors of RainKing Solutions, a private company, from 2015 until 2017. Mr. Krantz currently serves the board of directors of FINTRX, MDCalc, Boston College Board of Trustees, Recovery.com and Cariina, Inc., each private companies. Mr. Krantz holds a B.S. in Finance and Computer Science from Boston College and an M.B.A. from Harvard Business School. We believe Mr. Krantz is qualified to serve on our Board of Directors because of his entrepreneurial experiences, finance and data analytics expertise, as well as knowledge of the healthcare industry. |

  6. Class I – Nominees for three-year term expiring in 2028

    | Name | Age | Principal occupation and other information | | Lauren Young | 42 | Ms. Young has served as a member of the Board of Directors of the Company since July 2019. Ms. Young is a Managing Director of Advent International, L.P. (“Advent”), a private equity firm that focuses on investments in five core sectors: business and financial services; healthcare; industrial; retail, consumer, and leisure; and technology. Ms. Young joined Advent in 2011. Prior to Advent, Ms. Young was a member of the U.S. buyout fund at The Carlyle Group, an American multinational private equity, alternative asset management, and financial services corporation, from 2006 to 2009 and served as an analyst at McColl partners from 2004 to 2006. Ms. Young also currently serves on the board of directors of Iodine Software, a private company. Additionally, Ms. Young serves on the board of directors of CCC Intelligent Solutions Holdings Inc., a public company. Ms. Young holds a B.A. from Davidson College and an M.B.A. from the Harvard Business School. We believe Ms. Young is qualified to serve on our Board of Directors because of her financial knowledge, investment experience across industries, and service as director of other software solutions companies. |

  7. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  8. Continuing Members of the Board of Directors

    Continuing Members of the Board of Directors The following information describes the offices held, other business directorships, and the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year, as well as the experiences, qualifications, attributes, or skills that caused the Board to determine that the director should serve as a director. Beneficial ownership of equity securities for these directors is also shown under “Security Ownership of Certain Beneficial Owners and Management” below.

  9. Class II – Directors whose terms expire in 2026

    Class II – Directors whose terms expire in 2026

  10. Class II – Directors whose terms expire in 2026

    | Name | Age | Principal occupation and other information | | Chris Egan | 48 | Mr. Egan has served as a member of the Board of Directors of the Company since July 2019. Mr. Egan is a Managing Partner of Advent International, L.P., which he joined in 2000. Prior to Advent, Mr. Egan served as an analyst at UBS, a Swiss multinational investment bank and financial services company. Mr. Egan currently serves or has served on the board of directors of NielsenIQ, Nuvei Corporation, and Xplor Technologies, each a private company. Additionally, Mr. Egan serves on the board of directors of CCC Intelligent Solutions Holdings Inc., a public company. Mr. Egan holds a B.A. in English and Economics from Dartmouth College. We believe Mr. Egan is qualified to serve on our Board of Directors because of his financial knowledge, investment experience, and his service as director of other software solutions companies. | | Sastry Chilukuri | 50 | Mr. Chilukuri has served as a member of the Board of Directors of the Company since September 2022. Mr. Chilukuri, currently serves as the Chairman & CEO of Emmes Group, a provider of services and technology and artificial intelligence solutions to government, biopharma and contract research organizations to advance clinical research, which he joined in July 2023. He also serves as an Advisor to New Mountain Capital. Previously, Mr. Chilukuri was the Co-Chief Executive Officer of Medidata, a Dassault Systems company and Founder and President of Acorn AI, Medidata’s data science business. Prior to his time at Medidata, Mr. Chilukuri was a Partner at McKinsey & Company, a global management consulting firm, from July 2006 to January 2019. Mr. Chilukuri holds a B.Tech from the Indian Institute of Technology (Banaras Hindu University), Varanasi, an M.S. from The Ohio State University, and an MBA from the Northwestern University Kellogg School of Management. We believe Mr. Chilukuri is qualified to serve on our Board of Directors because of his technology expertise, consulting experience, knowledge of the healthcare industry, and experience with data analytics and artificial intelligence. |

  11. Class II – Directors whose terms expire in 2026

    | Name | Age | Principal occupation and other information | | Samuel A. Hamood | 56 | Mr. Hamood has served as a member of the Board of Directors of the Company since September 2020. Mr. Hamood currently serves as President and Chief Financial and Administrative Officer at Culligan International Co (“Culligan”), which he joined in August 2019. Prior to his time at Culligan, Mr. Hamood has over 30 years of financial and/or executive leadership level experience for several global public and private companies, including Deloitte and Touche, The Walt Disney Company, Hewlett Packard (formerly known as “EDS”), TransUnion, and select private equity healthcare leadership assignments, including both CEO and CFO roles. Mr. Hamood also previously served on the board of directors at Culligan from 2016 to 2019, Finch Therapeutics from 2021 to 2022 and currently serves on the boards of directors of NielsenIQ and AccentCare, both private companies. Mr. Hamood is a Certified Public Accountant (inactive status), and he received his Bachelor of Business Administration in Finance at the University of Iowa, and his Juris Doctor from Southwestern University School of Law. We believe Mr. Hamood is qualified to serve on our Board of Directors because of his financial expertise, experience in, and knowledge of, the healthcare industry. | | Jill Larsen | 52 | Ms. Larsen has served as a member of the Board of Directors of the Company since April 2021. Ms. Larsen currently serves as a Chief People Officer for Synopsys (Nasdaq: SNPS), a software company focused in the electronic chip design industry. She is also the founder of DigitalHR LLC, an HR Consulting business. Prior to Synopsys, Ms. Larsen served as the Chief People Officer & Executive Vice President at PTC Inc. (Nasdaq: PTC), a global software company, from January 2020 to March 2022. Prior to her time at PTC, Ms. Larsen served as the Chief Human Resources Officer of Medidata Solutions, Inc., from April 2018 to January 2020. Ms. Larsen has over 20 years of experience establishing and transforming human resources and talent strategies at global, high-tech companies and has also previously served as SVP Talent Acquisition and Human Resources at Cisco Systems, Inc., a public technology conglomerate from April 2013 to April 2018. She also held executive HR leadership roles at EMC (now Dell EMC), and was Chief Human Resources Officer of RSA, the security division of Dell EMC. Ms. Larsen is PHR certified, received her B.A. in Communications and English from Boston College and her MS in Human Resources Management from Emmanuel College. We believe Ms. Larsen is qualified to serve on our Board of Directors because of her extensive experience in talent acquisition strategies and human resources expertise in technology companies. |

  12. Class III – Directors whose terms expire in 2027

    Class III – Directors whose terms expire in 2027

  13. Class III – Directors whose terms expire in 2027

    | Name | Age | Principal occupation and other information | | Jeff Haywood | 46 | Mr. Haywood has served as a member of the Board of Directors of the Company since February 2015. Mr. Haywood is a Managing Director at Spectrum Equity, which he joined in February 2007. Prior to Spectrum Equity, Mr. Haywood served as an associate at Thoma Cressey Equity Partners, an American private equity and growth capital firm, and as an analyst at Goldman Sachs. Mr. Haywood also currently serves on the board of directors of RxVantage, Keylink Holdings, LLC. Mr. Haywood also currently serves as a Board Observer at Everlywell. Previously, Mr. Haywood has served on the board of directors or as a board observer of a range of private companies in the technology, healthcare, and data industries. Mr. Haywood holds a B.A. in Political Science and History from Duke University. We believe Mr. Haywood is qualified to serve on our Board of Directors because of his extensive knowledge of the healthcare industry, his expertise in finance and investment, and his service as director of healthcare analytics companies. | | Kathleen Winters | 57 | Ms. Winters has served as a member of the Board of Directors of the Company since October 2021. Ms. Winters is an independent director and former CFO. In addition to our Board of Directors, Ms. Winters currently serves as a member of the board of directors of American Express Global Business Travel, and is also on the Board of Directors for the Hartford Insurance Group, both of which are public companies. Ms. Winters served as Chief Financial Officer at Automatic Data Processing Inc. from 2019 to 2021, a global technology company providing human capital management solutions. At Automatic Data Processing Inc., she was responsible for leading the global finance organization and representing the company to investors, lenders, and rating agencies, and she played a significant role in driving the company’s strategy, growth, and operational effectiveness. Prior to Automatic Data Processing Inc., Ms. Winters served as Chief Financial Officer at MSCI, Inc., a provider of investment decision support tools, including indexes, for institutional investors from 2016 to March 2019. Before that, she spent 14 years in various financial leadership roles at Honeywell International from 2002 to 2016. Ms. Winters began her career at PricewaterhouseCoopers LLP, serving clients primarily in the entertainment and media industries. Ms. Winters holds a bachelor’s degree from Boston College and is a Certified Public Accountant (inactive status). We believe Ms. Winters is qualified to serve on our Board of Directors because of her financial expertise, numerous leadership positions in financial roles, and extensive experience serving the financial and technology sectors. |

  14. Class III – Directors whose terms expire in 2027

    | Name | Age | Principal occupation and other information | | Scott Stephenson | 67 | Mr. Stephenson has served as a member of the Board of Directors of the Company since September 2023. Mr. Stephenson is an Advisory Partner with Advent International and a Senior Advisor to the Boston Consulting Group. Mr. Stephenson held various roles at Verisk Analytics, Inc., a publicly traded strategic data, analytics, and technology partner to the global insurance industry between 2001 and May 2022, including as a member of the Board of Directors from April 2013 to May 2022, Chairman of the Board from April 2016 to May 2022, Chief Executive Officer from April 2013 to May 2022, and President from March 2011 to May 2022. From 1989 to 1999, Mr. Stephenson was a Partner with The Boston Consulting Group, eventually rising to Senior Partner and member of the firm’s North American operating committee. Since February 2020, Mr. Stephenson has served on the Board of Directors of Public Service Enterprise Group Inc. (NYSE: PEG), the publicly traded parent company of New Jersey-based gas and electric utility company, Public Service Electric and Gas Co. (PSE&G). Mr. Stephenson holds a B.S. from the University of Virginia and an M.B.A. from Harvard Business School. We believe Mr. Stephenson is qualified to serve on our Board of Directors because of his leadership and financial experience as a public company executive and director, and his data and analytics experience and industry knowledge. |

  15. Chief Executive Officer Transitions

    Chief Executive Officer Transitions • Effective January 16, 2024, Mr. Musslewhite terminated employment as CEO, receiving severance payments and benefits as summarized under “Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control—Change in Control and Severance Arrangements—Robert Musslewhite” below. • Mr. Krantz, the Company’s Executive Chairman and former CEO, served as Interim CEO (in addition to his role as Executive Chairman) from January 16, 2024 through June 24, 2024, and Mr. Coop was appointed CEO effective June 24, 2024. All 2024 compensation decisions with respect to Messrs. Krantz and Coop are described below under the heading, “2024 Interim CEO and New CEO Compensation Packages.”

  16. Compensation Practices & Policies

    | What We Do | | What We Don’t Do | | | ✓ | Emphasize variable pay over fixed pay and long-term compensation over short-term compensation, with a significant portion tied to our financial results and stock performance | × | No tax gross ups | | ✓ | Maintain anti-hedging, anti-pledging, and clawback policies | × | No automatic or guaranteed annual salary increases | | ✓ | Provide for “double-trigger” post-IPO equity award vesting and severance benefits upon a change in control | × | No significant perquisites | | ✓ | Use an independent compensation consultant reporting directly to the HCM & Compensation Committee to assess compensation relative to the market in order to retain and hire the best talent | × | No supplemental executive retirement plans | | ✓ | Review compensation levels internally to determine pay equity | | | | ✓ | Use relevant peer group pay quantum and design data as a reference point | | | | ✓ | Have maximum caps on incentive opportunities | | | | ✓ | Have stock ownership guidelines for executives and non-employee directors | | |

  17. Elements of Pay: Total Direct Compensation

    | Pay Element | How It’s Paid | Purpose | | Base Salary | Cash (Fixed) | Provide a competitive base salary relative to similar positions in the market and enable the Company to attract and retain critical executive talent. | | Annual Incentives | Cash (Variable) | Reward executives for delivering on annual financial and strategic objectives that contribute to the creation of stockholder value. | | Long-Term Incentives | Equity (Variable) | Provide incentives for executives to execute on longer-term financial goals that drive the creation of stockholder value and align executives’ interests with those of our stockholders. Additionally, equity incentives retain executive talent through multi-year vesting schedules and foster a culture of thinking and acting like business owners. |

  18. Elements of Pay: Total Direct Compensation

    In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider the performance and skills of each of our executives, as well as the compensation paid to executives in similar companies with similar responsibilities (“peer group companies”), defined below. We focus on providing a competitive compensation package that provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. Additionally, from time to time, we may also issue retention awards in the form of cash or equity compensation to further incentivize the retention of our executives. We believe that this approach reinforces our pay for performance philosophy and provides an appropriate blend of short-term and long-term incentives to maximize stockholder value and retain our executives. The HCM & Compensation Committee uses its judgment to establish and oversee a total compensation program for each named executive officer that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. A significant portion of the named executive officers’ total target compensation comprises performance-based bonus opportunities and long-term equity awards to align their incentives with the interests of our stockholders and our corporate goals. In place of a formal policy for allocating compensation, the HCM & Compensation Committee generally considers each executive officer’s total target direct compensation, which consists of base salary, annual incentives, and long-term equity awards (valued based on an approximation of grant date fair value). The approach includes, as an objective, having the value of long-term equity awards comprise a substantial majority of each executive’s total target direct compensation. The mix of incentives is reviewed and determined regularly by the HCM & Compensation Committee based on the short-term and long-term objectives of the business.

  19. Executive Compensation Decision-Making Process

    Executive Compensation Decision-Making Process The Role of the HCM & Compensation Committee. The HCM & Compensation Committee oversees the executive compensation program for our NEOs. The HCM & Compensation Committee consists of independent members of the Board who work closely with an independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. The HCM & Compensation Committee meets periodically throughout the year to address its responsibilities, including to manage and evaluate our executive compensation program, and either recommends to the full Board or approves, as applicable, the principal components of compensation (base salary, performance bonus awards, and equity awards) for our executive officers. These executive compensation decisions are generally made on an annual basis; however, decisions may occur at other times for new hires, promotions, or other special circumstances as our HCM & Compensation Committee and/or Board determines appropriate. The Role of Management. While certain members of management attended meetings of the HCM & Compensation Committee in 2024 by invitation, members of our management team are not present for executive sessions, nor do they participate in discussions about their own pay. The CEO makes recommendations pertaining to the pay of other executives, including our NEOs (other than himself) and executives who are not NEOs, to the HCM & Compensation Committee, providing transparency and oversight. The CEO is not present for the deliberations of, and does not vote on, his own compensation. Independent directors, or the full Board, make all final determinations regarding CEO and NEO compensation. The Role of the Independent Consultant. The HCM & Compensation Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. The HCM & Compensation Committee has hired Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the HCM & Compensation Committee and does not provide any additional services to management or the Board. The HCM & Compensation Committee has analyzed whether the work of Pearl Meyer as the compensation consultant raised any conflict of interest, considering relevant factors in accordance with SEC and other applicable guidelines. Based on its analysis, our HCM & Compensation Committee determined that the work of Pearl Meyer and the individual compensation advisors has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and the Nasdaq listing standards. The Role of Peer Group Companies. The HCM & Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of establishing 2024 compensation practices and pay levels, in conjunction with the recommendations of Pearl Meyer, the HCM & Compensation Committee considered publicly available data for a group of peer companies (the “2024 Compensation Peer Group”) as well as industry specific survey data, where appropriate. Peer data is one factor reviewed to determine pay decisions for each NEO. Selection criteria for the 2024 Compensation Peer Group included: • Industry: Companies within the health care technology, application software, and interactive media and services industry groups. • Size: Companies with annual revenues ranging from approximately $60 million – $2 billion (as of November 1, 2023). • Business Characteristics: Publicly traded companies with a similar focus on healthcare, SaaS technology, and analytics/intelligence solutions. Other factors assessed included the timing of initial public offering, total market capitalization, free cash flow margin, and revenue growth rate. As part of this review and update, to better reflect growth rate and sector relevance, two companies were removed from the Peer Group for 2024 while three companies were added to the list. Braze, Inc. and Phreesia, Inc. were removed given both companies’ perceived lack of alignment on business fit and financial profile. EverCommerce, Inc. and Consensus Cloud Solutions, Inc. were added to the list as both companies reasonably align on business fit and financial profile. Dun & Bradstreet was also added as it is considered a comparator. The members of the 2024 Compensation Peer Group are set forth in the table below:

  20. Annual Incentives

    Annual Incentives In fiscal year 2024, we provided annual cash incentive opportunities to certain of our NEOs under our Bonus Program. We use our Bonus Program to provide annual performance-based cash incentive awards to motivate and reward eligible employees, including the NEOs, for the Company’s achievement of financial objectives, as established by the Board each year. Target Award Opportunity. Actual payouts depend on the achievement of pre-determined financial and individual performance objectives, as applicable. Annual award opportunities are expressed as a percentage of base salary and were established based on each NEO’s level of responsibility and their ability to impact overall results. The HCM & Compensation Committee also considers market data in setting target award amounts. 2024 award opportunities for our NEOs (other than Messrs. Coop and Krantz) are set forth in the table below. For information regarding Messrs. Coop and Krantz’s respective awards under the 2024 Bonus Program, see the section below entitled, “2024 Interim CEO and New CEO Compensation Packages.”

  21. Annual Incentives

    | Name | Target Award Opportunity (% of Base Salary) | Target Award Opportunity ($)(1) | | Richard Booth (2) | 67% | $246,763 | | Kate Shamsuddin Jensen (3) | 48% | $166,225 | | William Moschella (4) | 67% | $202,438 | | Jonathan Maack (5) | 68% | $286,300 | | Robert Musslewhite (6) | N/A | N/A |

  22. Annual Incentives

    The 2024 target award opportunities shown in dollars for Mr. Booth, Ms. Shamsuddin Jensen, Mr. Moschella, and Mr. Maack are blended and reflect base salary adjustments that became effective on April 1, 2024 and, for Ms. Shamsuddin Jensen only, an additional base salary adjustment effective on October 1, 2024, in connection with her promotion to Chief Operating Officer. (2) Mr. Booth’s target award opportunity as a percentage of base salary was set at 57.5% effective April 1, 2023 and was increased to 70% effective April 1, 2024. (3) Ms. Shamsuddin Jensen’s target award opportunity as a percentage of base salary was set at 33% effective April 1, 2023, was increased to 50% effective April 1, 2024, and was increased again to 60% effective October 1, 2024 in connection with her promotion to Chief Operating Officer. (4) Mr. Moschella’s target award opportunity as a percentage of base salary reflects an increase from 50% of base salary to 75% of base salary effective May 1, 2024, in connection with his promotion to Chief Product and Technology Officer. (5) Mr. Maack’s target award opportunity as a percentage of base salary was set at 62% effective April 1, 2023, and was increased to 70% effective April 1, 2024. (6) Mr. Musslewhite was not eligible for a 2024 annual incentive award due to his departure in early 2024. Performance Measures & Weightings. For our NEOs, 75% of the annual incentive award opportunity for 2024 was based on the Company’s financial performance and 25% was based solely on the performance of those individuals against their respective goals, objectives, key performance indicators (“KPIs”), and the Company’s model behaviors. For the 2024 annual incentive awards, the Company financial performance component was capped at 200% attainment (or 150% of the target award opportunity) and the individual performance component was capped at 100% attainment (or 25% of the target award opportunity). Company Financial Performance. For fiscal 2024, the financial performance objectives under the Bonus Program were equally weighted between the Company’s ARR and the Company’s Adjusted EBITDA Margin. ARR is defined as annualized recurring revenue as of the end of calendar year 2024. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of the Company’s revenue. Adjusted EBITDA is defined as EBITDA, or earnings before debt-related costs, including interest expense, net, income taxes and depreciation and amortization, adjusted to exclude certain items of a significant or unusual nature, including other income and expense, equity-based compensation, transaction, integration and restructuring expenses, goodwill impairment, and other non-core expenses. The performance measures were established and approved by the HCM & Compensation Committee in early 2024.The HCM & Compensation Committee selected ARR as a Company financial performance measure under the 2024 Bonus Program because ARR is a commonly recognized measure of financial and operating performance within our industry and is a key driver of sustained value creation for our stockholders. The HCM & Compensation Committee selected Adjusted EBITDA Margin as the other Company financial performance measure under the 2024 Bonus Program to focus on operational efficiency improvements, which we believe are critical to shareholder value creation. Based on actual performance, the payout range for the financial performance component of the 2024 Bonus Program was 0% to 200% of target. The following table shows the 2024 goals set for ARR and Adjusted EBITDA Margin under the Bonus Program, as well as actual results.

  23. Annual Incentives

    | | | 2024 Performance Measures | | | Payout Level | % of Target | ARR (50% weighting) | Adjusted EBITDA Margin (50% weighting)(1) | | Maximum | 200% | $293M | 37% | | Target | 100% | $277M | 35% | | Threshold | 0% | $255M | 30% | | Actual Results | | $246M | 31% | | Actual Attainment (as % of Target) | | 14% | |

  24. Annual Incentives

    The actual percentage of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. Individual Performance. The 2024 Bonus Program opportunity for each of our NEOs was based 25% on the individual performance against their respective goals, objectives, KPIs, and the Company’s model behaviors. To assess individual performance, the HCM & Compensation Committee reviewed the qualitative goals tied to key strategic initiatives and each NEO’s respective areas of responsibility. None of the goals for 2024 were individually weighted. Based on actual performance, the payout range for the individual performance component of the 2024 Bonus Program was 0% to 100% of target. • For Mr. Booth, individual goals were tied to cost reduction, strengthening financial planning and analysis, Company compliance requirements, enhancing investor relations, and business results. • For Ms. Shamsuddin Jensen, individual goals were tied to global team leadership, professional service revenue targets, development of a multi-year operating plan, churn reduction, and various strategic initiatives to enhance product and service delivery. • For Mr. Moschella, individual goals were tied to resource optimization, product development and efficiencies, and profitable market launches. • For Mr. Maack, individual goals were focused on the execution of the Company’s strategic plan and Company management by objectives (“MBOs”), delivering on the reorganization of the Company, and the reduction of operating churn. Actual 2024 Performance and Bonus Payouts. Our performance in 2024 fell short of expectations due to a combination of factors, including sales execution challenges related to restructuring, impacting both new customer acquisition and upsell to existing customers, and also causing heightened customer churn. These trends have been particularly pronounced for smaller customers and in the Life Science market. Based on the ARR and Adjusted EBITDA Margin results discussed above, funding for the Company performance portion of each NEO’s applicable award target under the Bonus Program was set at 14%. In evaluating the individual performance components for the NEOs, the HCM & Compensation Committee considered attainment of the individual goals and further considered each NEO’s contribution to the Company’s overall performance. The actual annual incentive awards paid to the NEOs for 2024 (other than Messrs. Coop and Krantz) were as follows:

  25. Annual Incentives

    | Name | 2024 Target (as a % of Base Salary) | 2024 Target ($) | Corporate Performance Results (% of Target) | Individual Performance Results (% of Target) | 2024 Actual Award ($) | 2024 Actual Award (as a % of Target) | | Richard Booth | 67% | $246,763 | 14% | 88% | $79,890 | 32% | | Kate Shamsuddin Jensen | 48% | $166,225 | 14% | 81% | $51,239 | 31% | | William Moschella (1) | 67% | $202,438 | 14% | 88% | $65,539 | 32% | | Jonathan Maack (2) | 68% | $286,300 | N/A | N/A | N/A | N/A | | Robert Musslewhite (3) | N/A | N/A | N/A | N/A | N/A | N/A |

  26. Annual Incentives

    As a senior leader, Mr. Moschella participated in the 2024 Bonus Program for the portion of 2024 prior to his appointment as an executive officer and his promotion to Chief Product and Technology Officer. The 2024 actual award shown in this table for Mr. Moschella is the aggregate payout that he received based on actual performance under the 2024 Bonus Program, which was paid to him pursuant to the Moschella Separation Agreement entered into in connection with his departure from the Company on February 24, 2025, as described below under “Change in Control and Severance Arrangements.” Pursuant to the Maack Separation Agreement entered into in connection with his departure from the Company on May 31, 2024, as described below under “Change in Control and Severance Arrangements,” as part of his severance, Mr. Maack received a payout of $286,300, which reflects Mr. Maack’s 2024 Bonus Program target opportunity. Mr. Musslewhite was not eligible for a 2024 annual incentive award due to his departure in early 2024.

  27. Long-Term Equity Incentives

    Long-Term Equity Incentives In connection with our IPO, we adopted the Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “2021 Plan”), the purpose of which is to align the interests of eligible participants with our stockholders by providing incentive compensation tied to the Company’s performance. Individual long-term equity incentive grants historically have been determined by the HCM & Compensation Committee and Board based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity among executives, and market data provided by our independent compensation consultant. Consistent with this approach, for 2024, the HCM & Compensation Committee granted equity awards to our NEOs in the form of a mix of time-vesting RSUs and performance-vesting RSUs (“PSUs”) that vest based on both the achievement of specified performance objectives and continued service to the Company. We experienced various executive transitions in 2024, including internal promotions, the engagement of an interim CEO, and the appointment of a new, permanent CEO, and our 2024 long-term incentive program for our NEOs was reflective of a year of significant transition. The resulting awards granted to each of our NEOs (other than Messrs. Coop and Krantz) are described in detail below. The awards granted to Messrs. Coop and Krantz are discussed separately in the following section entitled, “2024 Interim CEO and New CEO Compensation Packages.” NEO Equity Awards Summary. As discussed in the subsections that follow, our NEOs (other than Messrs. Coop and Krantz) received the following equity awards in 2024:

  28. Long-Term Equity Incentives

    | Name | RSUs ($)(1) | RSUs (#) | PSUs (at Target) ($)(1) | PSUs (at Target) (#) | Total Target Award Value ($)(1) | | Richard Booth (2) | $2,512,500 | 325,290 | $1,137,500 | 125,414 | $3,650,000 | | Kate Shamsuddin Jensen (3) | $1,605,000 | 235,210 | $595,000 | 65,601 | $2,200,000 | | William Moschella (4) | $2,763,544 | 304,692 | $700,000 | 77,178 | $3,463,544 | | Jonathan Maack (5) | $1,950,000 | 214,995 | $1,050,000 | 115,767 | $3,000,000 | | Robert Musslewhite (6) | — | — | — | — | — |

  29. Long-Term Equity Incentives

    (1) The dollar values shown in these columns are based on the targeted long-term incentive award values for each NEO in 2024 and do not necessarily correspond with the accounting grant date fair values reported for such awards in the “Summary Compensation Table” and “Grants of Plan-Based Awards Table.” (2) The equity awards that Mr. Booth received in 2024 are described under “2024 Annual RSU Awards,” “2024 Annual PSU Awards,” and “2024 Promotion and Retention Awards,” respectively. (3) The equity awards that Ms. Shamsuddin Jensen received in 2024 are described under “2024 Annual RSU Awards,” “2024 Annual PSU Awards,” and “2024 Promotion and Retention Awards,” respectively. (4) The equity awards that Mr. Moschella received in 2024 are described under “2024 Annual RSU Awards,” “2024 Annual PSU Awards,” and “2024 Promotion and Retention Awards,” respectively. The RSUs reflected for Mr. Moschella also include 7,006 RSUs (at a target value of $63,544) granted to Mr. Moschella and other similarly-situated former employees of Populi in February 2024. As described below under “Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control—Change in Control and Severance Arrangements—William Moschella,” Mr. Moschella received accelerated vesting of certain outstanding equity awards, and forfeited the remaining awards, in connection with his termination of employment in February 2025. (5) The equity awards that Mr. Maack received in 2024 are described under “2024 Annual RSU Awards” and “2024 Annual PSU Awards,” respectively. As described below under “Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control—Change in Control and Severance Arrangements—Jonathan Maack,” Mr. Maack received accelerated vesting of certain outstanding equity awards, and forfeited the remaining awards, in connection with his termination of employment in May 2024. (6) Mr. Musslewhite did not receive any 2024 equity awards given the termination of his employment in January 2024. 2024 Annual RSU Awards. The HCM & Compensation Committee approved the awards of annual RSUs shown in the table below to the applicable NEOs. Except as otherwise noted below, these RSUs were granted on February 14, 2024 and vest 25% on February 1, 2025, followed by vesting of 6.25% per quarter over the subsequent three years (for a four-year overall vesting period), in each case, based on the NEO’s continued service to the Company through each applicable vesting date.

  30. Long-Term Equity Incentives

    | Name | RSUs (#) | | Richard Booth | 232,911 | | Kate Shamsuddin Jensen | 121,831 | | William Moschella (1) | 150,336 | | Jonathan Maack (2) | 214,995 |

  31. Long-Term Equity Incentives

    Mr. Moschella’s 2024 annual RSU award with respect to 143,330 RSUs was granted effective May 1, 2024, commensurate with his promotion to Chief Product and Technology Officer, subject to the same vesting terms applicable to the other 2024 NEO RSU awards. In February 2024, prior to his appointment as an executive officer of the Company, Mr. Moschella had received an award of 70,845 RSUs, which was cancelled and forfeited in connection with his promotion, and an award of 7,006 RSUs, which he retained and which was subject to the same vesting terms applicable to the other 2024 NEO RSU awards. In connection with his termination of employment in February 2025, Mr. Moschella received accelerated vesting of the 2024 RSUs that would have vested in the six months following his termination date and forfeited the remaining 2024 RSUs. (2) In connection with his termination of employment in May 2024, Mr. Maack received accelerated vesting of the 2024 RSUs that would have vested in the 12 months following his termination date and forfeited the remaining 2024 RSUs. 2024 Annual PSU Awards. On February 14, 2024 (for all NEOs other than Mr. Moschella, whose award was granted on May 1, 2024), the HCM & Compensation Committee also approved awards of PSUs to Mr. Booth, Ms. Shamsuddin Jensen, Mr. Moschella, and Mr. Maack. The 2024 PSUs could be earned based on both (1) the achievement of performance targets based on net dollar retention (“NDR”) and percentage of ARR from Enterprise Customers (as defined below) over the one-year performance period beginning January 1, 2024 and ending December 31, 2024, and (2) the recipient’s continued service through specified vesting dates. The HCM & Compensation Committee established a one-year performance period for the 2024 PSUs due to the inherent difficulty of crafting multi-year targets in the midst of continued volatility in the sector. These performance measures were selected because they represented important drivers of long-term shareholder value. Enterprise Customers represent the majority of our ARR and are a key focus of our go-to-market programs, and NDR is an indicator of the growth in the use of our platform by our existing clients. The HCM & Compensation Committee determined the number of PSUs earned based on actual performance in February 2025. One-third of those PSUs vested at the time of such determination, and the remaining two-thirds vests in equal installments on each of February 1, 2026 and February 1, 2027, subject to the recipient’s continued service through each applicable vesting date. The performance goals applicable to the 2024 PSUs, the respective weightings, and the actual results are set forth in the table below.

  32. Long-Term Equity Incentives

    | | | 2024 Performance Measures | | | Payout Level | % of Target | Net Dollar Retention(1) (50% weighting) | % ARR from Enterprise Customers(2) (50% weighting) | | Maximum | 200% | 100% | 69% | | Target | 100% | 93% | 67% | | Threshold | 0% | 91% | 65% | | Actual Results(3) | | 85% | 68% | | Funded Amount | | 85.7% | |

  33. Long-Term Equity Incentives

    (1) Net Dollar Retention (“NDR”) is calculated as the percentage of ARR retained from existing customers across a defined period, after accounting for upsell, down-sell, pricing changes and churn. We calculate NDR as beginning ARR for the performance period, plus (i) expansion ARR (including, but not limited to, upsell and pricing increases), less (ii) churn (including, but not limited to, non-renewals and contractions), divided by (iii) beginning ARR for the performance period. (2) ARR from Enterprise Customers means the percentage of ARR represented by Enterprise Customers as of period end relative to overall ARR as of the end of the performance period. “Enterprise Customers” means customers generating more than $100,000 in ARR. “ARR” refers to annual recurring revenue or annualized contractually recurring revenue as of period end, which is calculated by aggregating annual subscription revenue from committed contractual amounts for all existing customers during that period. The actual percentage of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. Based on actual performance against the targets as determined by the HCM & Compensation Committee, the 2024 PSUs were earned at 85.7% of target (subject to time-based vesting as described above), as follows:

  34. Long-Term Equity Incentives

    | Name | Target PSUs Granted (#) | Actual PSUs Eligible to Vest (#) | | Richard Booth | 125,414 | 107,480 | | Kate Shamsuddin Jensen | 65,601 | 56,221 | | William Moschella (1) | 77,178 | 22,048 | | Jonathan Maack (2) | 115,766 | — |

  35. Long-Term Equity Incentives

    Mr. Moschella’s 2024 PSUs were granted effective May 1, 2024, commensurate with his promotion to Chief Product and Technology Officer, subject to the same vesting terms applicable to the other NEOs’ 2024 PSU awards. In February 2024, prior to his appointment as an executive officer of the Company, Mr. Moschella received an award of 106,267 PSUs (at target) that would have vested based on achievement of certain ARR-related performance targets in 2024; this award was cancelled and forfeited in connection with his promotion. Of the 66,142 2024 PSUs that would have been eligible to vest based on actual performance, 22,048 shares vested on January 21, 2025 and in connection with his termination of employment on February 24, 2025, Mr. Moschella forfeited the remaining unvested 2024 PSUs. (2) Mr. Maack forfeited the 2024 PSUs in connection with his termination of employment in May 2024. 2024 Promotion and Retention RSU Awards. In 2024, in connection with and in recognition of their respective promotions to Chief Operating Officer and Chief Product and Technology Officer, Ms. Shamsuddin Jensen and Mr. Moschella each received the following special, one-time equity awards (in addition to the 2024 RSUs and 2024 PSUs described above). In approving these additional awards, the HCM & Compensation Committee considered their target total direct compensation compared to market inclusive of all target cash components and annual equity grants, as well as the annualized values of these special one-time awards. Resulting total compensation positioning was calibrated to market median. • On September 29, 2024, Ms. Shamsuddin Jensen received an award of 113,379 RSUs, vesting 50% on October 1, 2025 and 50% on October 1, 2026, subject to her continued service to the Company through each applicable vesting date. • On May 1, 2024, Mr. Moschella received an award of 154,356 RSUs, which vested 25% on February 1, 2025, followed by vesting of 6.25% per quarter over the subsequent three years (for a four-year overall vesting period), in each case, based on Mr. Moschella’s continued service to the Company through each applicable vesting date., subject to his continued service through each applicable vesting date. In connection with his termination of employment in February 2025, Mr. Moschella received accelerated vesting of the RSUs underlying this award that would have vested in the six months following his termination date and forfeited the remaining RSUs. In addition, on November 5, 2024, in order to ensure a smooth transition of his duties as Chief Financial Officer, Mr. Booth received a one-time retention award of 92,379 RSUs vesting 100% on November 1, 2025, subject to his continued service to the Company through such vesting date (the “November RSUs”). Pursuant to the Booth Employment Agreement (as defined below), Mr. Booth’s time-based equity awards that would have otherwise vested within 12 months following his separation date will be accelerated, which will include full acceleration of the then-unvested portion of the November RSUs.

  36. 2024 Interim CEO and New CEO Compensation Packages

    2024 Interim CEO and New CEO Compensation Packages Jason Krantz In connection with Mr. Krantz’s service in the role of Interim CEO (in addition to his continuing service as Executive Chairman), the HCM & Compensation Committee made the following 2024 compensation decisions: • Base Salary. Mr. Krantz’s 2024 base salary rate was set at $52,000, which is unchanged from the base salary rate that was set in 2023 in connection with his transition at that time from CEO and Chairman of the Board to Executive Chairman of the Board. • 2024 Annual Incentives. See “Annual Incentives” above for a detailed discussion of our 2024 Bonus Program. Mr. Krantz’s full-year 2024 award opportunity under our Bonus Program was set at $231,700, 50% of which related to his service as Interim CEO and 50% of which related to his service as Executive Chairman. This award opportunity did not change when Mr. Krantz became Interim CEO or when he transitioned back to serving solely as Executive Chairman from and after June 24, 2024. As was the case for the other NEOs, Mr. Krantz’s opportunity was based 75% on the Company financial performance measures described above and 25% on individual performance in his roles as both Interim CEO and Executive Chairman in 2024. His individual goals in his role as Interim CEO were focused on stabilizing the Company and its culture, executing on the Company’s 2024 MBOs, and strengthening the Company’s executive leadership. His individual goals in his role as Executive Chairman were focused on the successful onboarding of Mr. Coop as the successor CEO and assisting with a smooth transition. Mr. Krantz’s actual 2024 award under our Bonus Program, which was paid out in the form of fully vested RSUs, is shown in the table below. The HCM & Compensation Committee determined that Mr. Krantz had largely achieved his Interim CEO individual objectives and had fully achieved his Executive Chairman individual objectives, resulting in a blended payout on the individual component equal to 90% of target.

  37. 2024 Interim CEO and New CEO Compensation Packages

    • 2024 Long-Term Incentives. See “Long-Term Equity Incentives—2024 Annual RSU Awards” and “—2024 Annual PSU Awards” for a more detailed discussion of the 2024 annual RSUs and PSUs that our NEOs (other than Mr. Coop) received in 2024. o Equity Awards Summary

  38. 2024 Interim CEO and New CEO Compensation Packages

    | RSUs ($)(1) | RSUs (#) | PSUs (at Target) ($)(1) | PSUs (at Target) (#) | Total Target Award Value ($)(1) | | $3,789,000 | 417,752 | $4,390,000 | 484,014 | $8,179,000 |

  39. 2024 Interim CEO and New CEO Compensation Packages

    (1) The dollar values shown in these columns are based on the targeted long-term incentive award values for Mr. Krantz in 2024 and do not necessarily correspond with the accounting grant date fair values reported for such awards in the “Summary Compensation Table” and “Grants of Plan-Based Awards Table.” o 2024 Annual RSUs. Mr. Krantz received two awards of RSUs in 2024, (i) an award of 386,991 annual RSUs, subject to the vesting conditions described above under “2024 Annual RSU Awards” and (ii) an award of 30,761 RSUs, which vested 100% on February 1, 2025. This second RSU award was intended to supplement Mr. Krantz’s base salary in such role and increase the “at-risk” proportion of Mr. Krantz’s overall compensation package for greater alignment with shareholders. o 2024 Annual PSUs. Consistent with the other NEOs, Mr. Krantz received a 2024 annual PSU award, which was earned based on actual performance at 85.7% of target (but which remains subject to time-based vesting).

  40. 2024 Interim CEO and New CEO Compensation Packages

    | Target PSUs Granted (#) | Actual PSUs Eligible to Vest (#) | | 208,380 | 178,582 |

  41. 2024 Interim CEO and New CEO Compensation Packages

    o 2024 Interim CEO PSU Award. Following his appointment as Interim CEO of the Company in January 2024 and in connection with his service as both Interim CEO and Executive Chairman, effective February 14, 2024, Mr. Krantz received a special, one-time award of 275,634 PSUs (at target) (“Relative TSR PSUs”). This award of Relative TSR PSUs was intended to be performance-based and align the interests of Mr. Krantz with those of Company shareholders. The ultimate payout of this award is contingent upon the Company’s total shareholder return (“TSR”) performance relative to a defined peer group. This ensures that Mr. Krantz is incentivized to achieve superior performance compared to our industry peers. In addition, this award of Relative TSR PSUs is aligned with the design of the PSU award provided to our previous CEO in 2022. The Relative TSR PSUs will be eligible to vest, as set forth in the table below, based upon the Company’s TSR over a three-year period from December 31, 2023 through December 31, 2026 (the “Performance Period”) versus the Nasdaq Composite index of SaaS and Health Care Information Technology companies (“Relative TSR”) and subject to Mr. Krantz’s continued service to the Company through the date that the HCM & Compensation Committee certifies actual achievement of Relative TSR.

  42. 2024 Interim CEO and New CEO Compensation Packages

    | Relative TSR Percentile | Number of Relative TSR PSUs Earned (as a % of Target) | | Exceptional: ≥ 75th percentile | 200% | | Target: ≥ 60th percentile | 100% | | Threshold: 50th percentile | 50% |

  43. 2024 Interim CEO and New CEO Compensation Packages

    • 2024 Long-Term Incentives. Pursuant to his employment agreement, Mr. Coop received the following new-hire RSU and PSU awards described below. These awards were granted pursuant to the Company’s 2023 Inducement Plan. o Equity Awards Summary

  44. 2024 Interim CEO and New CEO Compensation Packages

    | RSUs ($)(1) | RSUs (#) | PSUs (Assuming Full Achievement) ($)(1) | PSUs (Assuming Full Achievement) (#) | Total Award Value ($)(1) | | $7,500,000 | 1,356,239 | $22,000,000 | 1,137,038 | $29,500,000 |

  45. 2024 Interim CEO and New CEO Compensation Packages

    (1) The dollar values shown in these columns are based on the targeted long-term incentive award values for Mr. Coop in 2024 and do not necessarily correspond with the accounting grant date fair values reported for such awards in the “Summary Compensation Table” and “Grants of Plan-Based Awards Table” below. 2024 CEO New-Hire RSUs. Mr. Coop received an initial award of 1,170,047 RSUs, vesting 25% on July 1, 2025, followed by vesting of 6.25% per quarter over the subsequent three years (for a four-year overall vesting period), in each case, based on Mr. Coop’s continued service to the Company through each applicable vesting date. Mr. Coop received an additional award of 186,192 RSUs on July 4, 2024, with the same vesting schedule noted above, to make up for a shortfall in the equity grant value delivered to Mr. Coop due, in part, to share price volatility between the dates surrounding the announcement of Mr. Coop’s appointment and his employment start date. 2024 Value Creation PSUs. Mr. Coop also received an initial award of 1,137,038 PSUs, vesting in four tranches based on the achievement of specified stock price hurdles during the applicable performance period, as shown in the table below (the “Value Creation PSUs”), and subject to Mr. Coop’s continued service to the Company through the date that the HCM & Compensation Committee certifies achievement of each hurdle:

  46. 2024 Interim CEO and New CEO Compensation Packages

    | Stock Price Hurdle | Number of Value Creation PSUs Earned | Performance Period | | $10.00 | 200,000 | June 24, 2024 – June 24, 2026 | | $15.00 | 266,667 | June 24, 2024 – June 24, 2028 | | $20.00 | 300,000 | June 24, 2024 – June 24, 2028 | | $27.00 | 370,371 | June 24, 2024 – June 24, 2028 |

  47. 2025 Annual CEO PSU Award

    2025 Annual CEO PSU Award In April 2025, following consultation with Pearl Meyer, its independent compensation consultant, the HCM & Compensation Committee approved a 2025 annual PSU award for Mr. Coop (the “2025 CEO PSUs”), consisting of 1,283,096 PSUs (at target), as part of Mr. Coop’s 2025 executive compensation package. The structure of the 2025 CEO PSUs is responsive to feedback received from investors and proxy advisors regarding the shorter duration of the performance periods for our previous PSU awards and underscores our commitment to aligning executive compensation with sustained stockholder value creation. The 2025 CEO PSUs will be earned based on the achievement of targets related to Company revenue and Adjusted EBITDA Margin performance (each weighted 50%) over three years, and vesting generally requires continued service for the entire three-year performance period, other than in the event of certain qualifying terminations of employment. In light of the continuing challenges in forecasting reliable and meaningful longer-term performance targets, the HCM & Compensation Committee will establish incremental annual goals for each of these performance measures within the first quarter of each year in the performance period. The final payout under the 2025 CEO PSUs, ranging from 0% to 200% of target, will be determined based on the Company’s performance against the cumulative targets at the end of the full three-year performance period. To further align Mr. Coop’s interests with those of our stockholders, the 2025 CEO PSUs will also be subject to a modifier (1.2x (at 75th percentile or greater), 1.0x (between 25th and 75th percentile) or 0.8x (below 25th percentile)), depending on our TSR performance relative to the TSR performance of Nasdaq-listed companies classified under the Health Care Technology GICS Industry code during the performance period. Total payout of the 2025 CEO PSUs, accounting for the TSR modifier, will not exceed 200% of target and, if our absolute TSR is negative over the performance period, the TSR modifier will be capped at 1.0x regardless of our relative TSR performance.

  48. Employment Agreements and Offer Letters

    Employment Agreements and Offer Letters We have entered into employment agreements or offer letters with each of our NEOs upon their joining the Company. Each of these agreements established the named executive officer’s starting base salary, initial target annual bonus opportunity, and initial equity grant. NEOs’ base salaries, annual bonus opportunities and any equity awards are reviewed upon hiring, as well as annually, by the HCM & Compensation Committee; the amounts effective for fiscal year 2024 are described above in this CD&A. The agreements are summarized below under “—Agreements with NEOs.” We intend to periodically review the level of benefits in these agreements.

  49. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We provide our NEOs with certain severance and change in control protections in their employment agreements and/or offer letters in order to attract and retain an appropriate caliber of talent for such positions, as well as through our Change in Control Severance Plan (the “CIC Plan”) and our non-change in control severance plan, the Severance Plan for Executives (the “Severance Plan”). These protections are summarized below under the headings “Change in Control and Severance Agreements,” “Non-Change in Control Severance Plan” and “Change in Control Severance Plan,” respectively, in the narrative to the “Potential Payments upon Termination or Change-in-Control Table” below.

  50. Code Section 280G

    Code Section 280G Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code (“Section 4999”) imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options, restricted stock, and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers, the HCM & Compensation Committee considers all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G. However, the HCM & Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent.

  51. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of restricted stock units under our equity incentive award plans are accounted for under ASC Topic 718. The HCM & Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  52. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the total compensation awarded to, earned by, or paid to our NEOs in fiscal years 2024, 2023, and 2022. We did not issue stock options to our NEOs during any such period.

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Kevin Coop (3) | 2024 | 259,616 | — | 10,405,359 | 92,201 | 119,280 | 10,876,456 | | Chief Executive Officer | | | | | | | | | Jason Krantz (4) | 2024 | 52,000 | — | 10,190,228 | 91,458(5) | 31,206 | 10,364,892 | | Executive Chairman; Former Interim | 2023 | 91,460 | — | 6,041,383 | — | 38,916 | 6,171,759 | | Chief Executive Officer | 2022 | 428,655 | 222,901 | — | — | 169,369 | 820,925 | | Richard Booth | 2024 | 368,611 | — | 3,824,105 | 79,890 | 42,746 | 4,315,352 | | Chief Financial Officer | 2023 | 358,077 | — | 3,584,226 | 182,475 | 38,916 | 4,163,694 | | | 2022 | 350,000 | 183,422 | — | — | 29,019 | 562,441 | | Kate Shamsuddin Jensen | 2024 | 342,423 | — | 2,301,223 | 51,239 | 23,967 | 2,718,852 | | Chief Operating Officer | 2023 | 323,977 | — | 2,481,387 | 94,594 | 13,285 | 2,913,243 | | | 2022 | 300,000 | 80,938 | — | — | 12,321 | 393,259 | | William Moschella (6) | 2024 | 303,375 | — | 4,371,386 | 65,539 | 1,508,778 | 6,249,078 | | Former Chief Product & Technology Officer | | | | | | | | | Jonathan Maack(7) | 2024 | 171,308 | — | 3,972,198 | — | 755,489 | 4,898,995 | | Former President | 2023 | 400,000 | — | — | 248,290 | 38,916 | 687,206 | | | 2022 | 61,538 | 46,027 | 7,555,370 | — | 342,524 | 8,005,459 | | Robert Musslewhite(8) | 2024 | 20,394 | — | 6,063,479 | — | 726,964 | 6,810,837 | | Former Chief Executive Officer | 2023 | 439,800 | — | 7,719,857 | 233,385 | 41,667 | 8,434,709 | | | 2022 | 429,000 | 223,080 | 16,830,969 | — | 56,995 | 17,540,044 |

  54. Summary Compensation Table

    (1) Amounts represent the aggregate grant date fair value of RSU and PSU awards granted to our NEOs during 2024, computed in accordance with ASC Topic 718, and in the case of Mr. Maack and Mr. Musslewhite, reflects the incremental fair value, as of the modification date in accordance with ASC Topic 718, with respect to the accelerated vesting of certain RSUs and, for Mr. Musslewhite only, LLC Units in connection with their respective terminations of employment. The valuation assumptions associated with such awards are discussed in Note 17 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024. The value of the 2024 annual PSU awards on the date of grant assuming that the highest level of performance conditions will be achieved is $4,005,064 for Mr. Krantz, $2,410,457 for Mr. Booth, $1,075,891 for Mr. Moschella, $1,260,851 for Ms. Shamsuddin Jensen, and $2,225,042 for Mr. Maack. Because Mr. Coop’s Value Creation PSUs and Mr. Krantz’s Relative TSR PSUs are subject to market conditions, the grant date fair value reported above for such awards is determined using a Monte-Carlo simulation model, and therefore there is no separate maximum value to report for those awards. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers upon the vesting of the RSUs or PSUs or the sale of any common stock acquired under such RSUs or PSUs. For a description of equity awards granted in 2024, see the “Grant of Plan-Based Awards Table” below. (2) Payments to our NEOs included in the “All Other Compensation” column for 2024 include the following: (i) for Mr. Coop, 401(k) matching contributions and health insurance premiums of $19,280, $25,000 in legal fees and $75,000 in reimbursed moving expenses, (ii) for Mr. Krantz, 401(k) matching contributions and health insurance premiums of $31,026, (iii) for Mr. Booth, 401(k) matching contributions and health insurance premiums of $42,746, (iv) for Mr. Moschella, 401(k) matching contributions and health insurance premiums of $42,746 and payments made to Mr. Moschella pursuant to the Holdback Agreement from the Populi Acquisition on March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024, each in the amount of $366,508, as further described below under “Agreements with our NEOs—William Moschella,” (v) for Ms. Shamsuddin Jensen, 401(k) matching contributions and health insurance premiums of $23,967, (vi) for Mr. Musslewhite, 401(k) matching contributions and health insurance premiums of $2,397, and an aggregate of $724,567 in cash severance payments, including $441,870 representing 12 months of salary, and $263,192 representing a bonus payment for 2024, and $19,505 representing 12 months of premiums for COBRA continuation coverage, and (vii) for Mr. Maack, 401(k) matching contributions and health insurance premiums of $26,486, and an aggregate of $729,003 in cash severance, including $412,000 representing 12 months of salary, $286,300 representing the annual bonus that would have been earned by Mr. Maack during the twelve-month performance period following the date of termination of employment at the greater of “target” or the average bonus paid over the prior two performance periods, and $30,703 representing 12 months of premiums for COBRA continuation coverage. (3) Mr. Coop joined the Company as CEO effective June 24, 2024. Mr. Krantz served as Interim CEO from January 16, 2024 until June 23, 2024, when Mr. Krantz stepped down from his role as Interim CEO, following which he continued to serve as Executive Chairman. The HCM & Compensation Committee exercised its discretion to pay Mr. Krantz’s 2024 bonus under our Bonus Program in the form of fully vested RSUs. The amount reported in this column reflects the grant date fair value of such RSUs, computed in accordance with ASC Topic 718. Mr. Krantz earned a bonus of $76,461 under the Bonus Program and such amount was converted into RSUs by dividing such amount by the average closing price of a share of our Class A common stock over the 30 trading days immediately preceding (and not including) the February 14, 2025 grant date. Mr. Moschella was appointed as Chief Product and Technology Officer effective May 1, 2024 and his employment terminated February 24, 2025. In conjunction with Mr. Moschella’s appointment as Chief Product and Technology Officer, RSUs and PSUs that were granted February 14, 2024 (“Original Awards”) were canceled and replaced by RSUs and PSUs granted on May 1, 2024 (“Replacement Awards”) and the grant date fair value of the Replacement Awards ($2,612,802) reflects the value of the Original Awards ($1,702,046) combined with the incremental fair value ($910,756) as of the modification date in accordance with ASC Topic 718, with respect to the Replacement Awards. (7) Mr. Maack stepped down as President of the Company effective May 31, 2024. Mr. Musslewhite stepped down as the Company’s CEO and as a director effective January 16, 2024.

  55. Grant of Plan-Based Awards Table

    Grant of Plan-Based Awards Table The following table provides information regarding grants of plan-based awards to our NEOs during the year ended December 31, 2024.

  56. Grant of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock | | Name | Award Type | Grant Date | Approval Date | Threshold ($) | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Awards(2) ($) | | Kevin Coop | RSUs | 6/24/2024 | 5/20/2024 | — | | — | — | — | — | — | 1,170,047(3) | 6,271,452 | | | RSUs | 7/4/2024 | 7/4/2024 | — | | — | — | — | — | — | 186,192(3) | 996,127 | | | PSUs | 6/24/2024 | 5/20/2024 | — | | — | — | 200,000(4) | 1,137,038(4) | 1,137,038(4) | — | 3,137,780 | | | Cash Incentive Bonus | | | — | | 259,722 | 454,514 | — | — | — | — | — | | Jason Krantz | RSUs | 2/14/2024 | 2/14/2024 | — | | — | — | — | — | — | 386,991(5) | 3,718,984 | | | RSUs | 2/14/2024 | 2/14/2024 | — | | — | — | | | | 30,761(6) | 295,613 | | | PSUs | 2/14/2024 | 2/14/2024 | — | | — | — | | 208,380(7) | 416,760(7) | — | 2,002,532 | | | PSUs | 2/14/2024 | 2/14/2024 | — | | — | — | 137,817(8) | 275,634(8) | 551,268(8) | — | 4,173,099 | | | Cash Incentive Bonus | | | — | | 231,700 | 405,475 | — | — | — | — | — | | Richard Booth | RSUs | 2/14/2024 | 2/14/2024 | — | | — | — | — | — | — | 232,911(5) | 2,238,275 | | | PSUs | 2/14/2024 | 2/14/2024 | — | | — | — | — | 125,414(7) | 250,828(7) | | 1,205,229 | | | RSUs | 11/5/2024 | 11/1/2024 | — | | — | — | — | — | — | 92,379(9) | 380,601 | | | Cash Incentive Bonus | | | — | | 246,763 | 431,835 | — | — | — | — | — | | Kate Shamsuddin Jensen | RSUs | 2/14/2024 | 2/14/2024 | | | | | | | | 121,831(5) | 1,170,796 | | | PSUs | 2/14/2024 | 2/14/2024 | | | | | | 65,601(7) | 131,202(7) | | 630,426 | | | RSUs | 9/29/2024 | 9/29/2024 | | | | | | | | 113,379(10) | 500,001 | | | Cash Incentive Bonus | | | | | 166,225 | 290,894 | | | | | | | William Moschella | PSUs | 2/14/2024 | 2/14/2024 | — | | — | — | 53,134(11) | 106,267(11) | 106,267(11) | — | 1,021,226 | | | RSUs | 2/14/2024 | 2/14/2024 | — | | — | — | — | — | — | 70,845(11) | 680,820 | | | RSUs | 3/28/2024 | 3/28/2024 | — | | — | — | — | — | — | 7,006(12) | 56,538 | | | RSUs | 5/1/2024 | 5/1/2024 | — | | — | — | — | — | — | 143,330(5) | 999,010 | | | PSUs | 5/1/2024 | 5/1/2024 | — | | — | — | — | 77,178(7) | 154,356(7) | — | 537,931 | | | RSUs | 5/1/2024 | 5/1/2024 | — | | — | — | — | — | — | 154,356(5) | 1,075,861 | | | Cash Incentive Bonus | | | — | | 202,438 | 354,267 | — | — | — | — | — | | Jonathan Maack | RSUs | 2/14/2024 | 2/14/2024 | — | | — | — | — | — | — | 214,995(5) | 2,066,102 | | | PSUs | 2/14/2024 | 2/14/2024 | — | — | — | — | — | 115,767(7) | 231,534(7) | — | 1,112,521 | | | RSU Modification | 5/30/2024 | 5/1/2024 | — | — | — | — | — | — | — | 203,761(2) | 793,575 | | | Cash Incentive Bonus | | | — | | 286,300 | 501,025 | — | — | — | — | — | | Robert Musslewhite | RSU Modification | 1/16/2024 | 1/12/2024 | — | | — | — | — | — | — | 565,778(2) | 5,781,976 | | | LLC Unit Modification | 1/16/2024 | 1/12/2024 | — | | — | — | — | — | — | 36,781(2) | 281,503 | | | Cash Incentive Bonus | | | — | | — | — | — | — | — | — | — |

  57. Grant of Plan-Based Awards Table

    (1) These columns set forth the target and maximum annual cash incentive amounts that could be earned by each NEO for 2024 under the 2024 Bonus Program. Attaining the “threshold” level of Company performance under the 2024 Bonus Program, assuming the NEO attained 0% on his or her individual performance component, would result in $0 payout. There is linear interpolation for performance between threshold and target and between target and maximum. The percentage of salary at target for each NEO, and additional description of the Bonus Program are set forth under “2024 Executive Compensation Program—Annual Incentives” above. The target amount is generally the NEO’s base salary multiplied by his or her target opportunity. For purposes of this column, the amounts reflected as target and maximum assume that the NEO attained 100% of his or her individual performance component of the 2024 Bonus Program. The amounts set forth in these columns do not represent either additional or actual compensation earned by the NEOs for 2024. Represents the grant date fair value of equity awards granted to our NEOs computed in accordance with ASC Topic 718. In the case of Mr. Maack and Mr. Musslewhite, also reflects the incremental fair value, as of the modification date in accordance with ASC Topic 718, with respect to the accelerated vesting of 203,761 RSUs in connection with Mr. Maack’s end of employment with the Company and 565,778 RSUs and 36,781 LLC Units in connection with Mr. Musslewhite’s end of employment with the Company, as described in Notes 7 and 8 to the “Summary Compensation Table” above. In the case of Mr. Moschella, the February 2024 RSUs and PSUs (“Original Awards”) were canceled and replaced by the May 2024 RSUs and PSUs (“Replacement Awards”), and the grant date fair value of the Replacement Awards reflects the value of the Original Awards combined with the incremental fair value, as of the modification date in accordance with ASC Topic 718, with respect to the Replacement Awards. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting of the RSUs or PSUs or the sale of any common stock acquired under such RSUs or PSUs. Represents RSUs granted to Mr. Coop in connection with his commencement of employment in June 2024. The RSUs vest 25% on July 1, 2025, followed by quarterly vesting of 6.25% per quarter over the subsequent 36 months until fully vested. (4) These amounts set forth the threshold, target and maximum amounts that could be earned by Mr. Coop pursuant to the Value Creation PSUs which vest based upon achievement of specified stock price hurdles during the applicable performance period. See “Compensation Discussion and Analysis – 2024 Interim CEO and New CEO Compensation Packages—Kevin Coop—2024 Long-Term Incentives—2024 Value Creation PSUs” for additional information on these awards. The amounts set forth in these columns do not represent either additional or actual compensation earned by Mr. Coop for 2024. (5) Represents RSUs that vested 25% on February 1, 2025, followed by quarterly vesting of 6.25% per quarter over the subsequent 36 months until fully vested. (6) Represents RSUs that vested 100% on February 1, 2025. (7) These amounts set forth the target and maximum amounts that could be earned by each NEO pursuant to the PSUs granted to such NEOs in February 2024, and in the case of Mr. Moschella, May 2024. Attaining the “threshold” level of Company performance under such awards would result in no payout. There is linear interpolation for performance between threshold and target and between target and maximum. Additional description of these awards is set forth under “Compensation Discussion and Analysis—2024 Executive Compensation Program—Long-Term Equity Incentives” above. The amounts set forth in these columns do not represent either additional or actual compensation earned by the NEOs for 2024. (8) These amounts set forth the threshold, target and maximum amounts that could be earned by Mr. Krantz pursuant to the Relative TSR PSUs which vest based upon achievement of the Company’s TSR over a three-year performance period from December 31, 2023 through December 31, 2025. See “Compensation Discussion and Analysis—2024 Interim CEO and New CEO Compensation Packages—Jason Krantz—2024 Long-Term Incentives—2024 Interim CEO PSU Award” for additional information on this award. The amounts set forth in these columns do not represent either additional or actual compensation earned by Mr. Krantz for 2024. (9) Represents RSUs that vest 100% on November 1, 2025. (10) Represents RSUs that vest 50% on October 1, 2025, and 50% on October 1, 2026. (11) Represents PSUs and RSUs granted to Mr. Moschella prior to his appointment as an executive officer of the Company. These awards were canceled and forfeited in connection with his promotion to Chief Product and Technology Officer. (12) Represents RSUs that vested 25% on March 1, 2025, followed by quarterly vesting of 6.25% per quarter over the subsequent 36 months until fully vested.

  58. Narrative Discussion of the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Discussion of the Summary Compensation Table and Grants of Plan-Based Awards Table In fiscal 2024, we compensated our NEOs primarily through a combination of base salary, annual cash incentive awards and, for certain NEOs, equity awards. Our NEOs are also entitled to certain other benefits, subject to their enrollment, including a 401(k) plan with matching contributions, medical, dental, vision, life, accidental death and dismemberment, short-term disability, and long-term disability insurance. The components of our fiscal 2024 compensation program are described in more detail under “Compensation Discussion and Analysis” above.

  59. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2024. The Company did not have any outstanding stock options, vested or unvested, as of December 31, 2024.

  60. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Award Type(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Kevin Coop | 6/24/2024(4) | RSUs | 1,170,047 | $4,808,893 | — | — | | | 7/4/2024(4) | RSUs | 186,192 | 765,249 | — | — | | | 6/24/2024(5) | PSUs | — | — | 1,137,038 | $4,673,226 | | Jason Krantz | 9/14/2021(6) | RSUs | 27,084 | 111,315 | — | — | | | 2/16/2023(7) | RSUs | 155,428 | 638,809 | — | — | | | 2/16/2023(8) | PSUs | 73,897 | 303,717 | — | — | | | 2/14/2024(9) | RSUs | 386,991 | 1,590,533 | — | — | | | 2/14/2024(10) | PSUs | 178,582 | 733,972 | — | — | | | 2/14/2024(11) | RSUs | 30,761 | 126,428 | — | — | | | 2/14/2024(12) | PSUs | — | — | 137,817 | 566,428 | | Richard Booth | 4/28/2021(13) | LLC Units(3) | 60,854 | 250,110 | — | — | | | 9/14/2021(6) | RSUs | 10,157 | 41,745 | — | — | | | 2/16/2023(7) | RSUs | 111,021 | 456,296 | — | — | | | 2/16/2023(8) | PSUs | 32,676 | 134,298 | — | — | | | 2/14/2024(9) | RSUs | 232,911 | 957,264 | — | — | | | 2/14/2024(10) | PSUs | 107,480 | 441,743 | — | — | | | 11/5/2024(14) | RSUs | 92,379 | 379,678 | — | — | | Kate Shamsuddin Jensen | 9/14/2021(6) | RSUs | 10,678 | 43,887 | — | — | | | 2/16/2023(7) | RSUs | 76,860 | 315,895 | — | — | | | 2/16/2023(8) | PSUs | 22,622 | 92,976 | — | — | | | 2/14/2024(9) | RSUs | 121,831 | 500,725 | — | — | | | 2/14/2024(10) | PSUs | 56,221 | 231,068 | — | — | | | 9/29/2024(15) | RSUs | 113,379 | 465,988 | — | — | | William Moschella(20) | 9/5/2023(16) | RSUs | 34,341 | 141,142 | — | — | | | 9/5/2023(17) | RSUs | 73,260 | 301,099 | — | — | | | 9/5/2023(18) | PSUs | — | — | 16,347 | 67,184 | | | 3/28/2024(19) | RSUs | 7,006 | 28,795 | — | — | | | 5/1/2024(7) | RSUs | 143,330 | 589,086 | — | — | | | 5/1/2024(10) | PSUs | 66,142 | 271,844 | — | — | | | 5/1/2024(9) | RSUs | 154,356 | 634,403 | — | — | | Jonathan Maack(21) | — | — | — | — | — | — | | Robert Musslewhite(22) | 5/4/2022 | PSUs | — | — | — | — |

  61. Outstanding Equity Awards at Fiscal Year-End

    (1) All LLC Units were granted pursuant to the 2019 Plan and all RSUs and PSUs were granted pursuant to the 2021 Plan, with the exception of Mr. Coop’s RSUs granted June 24, 2024, and Mr. Moschella’s RSUs and PSUs granted September 5, 2023, which were granted pursuant to the 2023 Inducement Plan. (2) Calculated using the closing price of our Class A common stock on December 31, 2024 ($4.11). (3) Once vested, LLC Units in AIDH Management Holdings, LLC may be exchanged for LLC Units of AIDH Topco, LLC on a one-for-one basis, which are then exchangeable for shares of Class A common stock of the Company on a one-for-one basis. At the time of any such exchange, an equal number of shares of Class B common stock of the Company, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Company are entitled to vote generally, will be cancelled. (4) RSUs vest 25% on July 1, 2025, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. PSUs vest based upon achievement of specified stock price hurdles during the applicable performance period. See “Compensation Discussion and Analysis – 2024 Interim CEO and New CEO Compensation Packages—Kevin Coop—2024 Long-Term Incentives—2024 Value Creation PSUs” for additional information on these awards. RSUs vest 25% on the one-year anniversary of the grant date, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. RSUs vest 25% on February 1, 2024, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. (8) One-third of the PSUs vested upon the HCM & Compensation Committee’s certification in January 2024 of the extent to which the performance goals were attained, and the remaining two-thirds of the PSUs vested or will vest in equal installments on each of February 1, 2025 and February 1, 2026. (9) RSUs vest 25% on February 1, 2025, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. (10) One-third of the PSUs vested upon the HCM & Compensation Committee’s certification in January 2025 of the extent to which the performance goals were attained, and the remaining two-thirds of the PSUs will vest in equal installments on each of February 1, 2026 and February 1, 2027. The amounts reported in this row represent the number of shares eligible for time-based vesting based on the HCM & Compensation Committee’s certification of 85.7% achievement of the performance criteria. (11) RSUs vested 100% on February 1, 2025. (12) PSUs vest upon the Company’s cumulative three-year performance of its common stock relative to certain peer companies within the Nasdaq Software and Services Index. If the performance criteria are achieved, the award will vest on December 31, 2026. Represents the number of PSUs that would be earned if the performance criteria are achieved at threshold (50%). (13) LLC Units in AIDH Management Holdings, LLC, 60,854 of which vest on March 15, 2025. (14) RSUs vest 100% on November 5, 2025. (15) RSUs vest 50% on October 1, 2025, and 50% on October 1, 2026. (16) RSUs vested 50% on August 1, 2024, followed by quarterly vesting of 12.5% per quarter until fully vested, over the subsequent year. (17) RSUs vest in three equal installments, with one third vesting on each of January 1, 2024, January 1, 2025 and January 1, 2026. (18) PSUs vest upon achievement of performance metrics for calendar year 2025. Represents the number of PSUs that would be earned if the performance criteria are achieved at threshold (40%). (19) RSUs vested 25% on March 1, 2025, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. (20) Mr. Moschella’s employment ended on February 24, 2025, on which date all of his then-outstanding equity was either accelerated or forfeited as provided pursuant to the Moschella Separation Agreement described below. (21) Mr. Maack’s employment ended on May 31, 2024, on which date all of his then-outstanding equity was either accelerated or forfeited as provided pursuant to the Maack Separation Agreement described below. (22) Mr. Musslewhite’s employment ended on January 16, 2024, on which date all of his then-outstanding equity was either accelerated or forfeited as provided pursuant to the Musslewhite Separation Agreement described below. Pursuant to Mr. Musslewhite’s employment agreement, this PSU award remained outstanding and eligible to vest in accordance with its terms for 12 months following Mr. Musslewhite’s separation. In January 2025, the HCM & Compensation Committee determined that the applicable performance goals had not been achieved within the relevant period and, as such, the award was forfeited.

  62. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024 The following table shows the number of shares of our Class A and Class B common stock acquired on vesting of stock awards granted to our NEOs and the aggregate value realized upon such vesting during the year ended December 31, 2024. The Company did not have any outstanding stock options, vested or unvested, during the year ended December 31, 2024.

  63. Option Exercises and Stock Vested During Fiscal 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Kevin Coop | — | — | | Jason Krantz | 354,928 | $2,217,927 | | Richard Booth | 258,218 | $1,678,427 | | Kate Shamsuddin Jensen | 117,393 | $750,077 | | William Moschella | 98,536 | $637,702 | | Jonathan Maack | 272,049 | $1,618,021 | | Robert Musslewhite | 696,958 | $6,403,366 |

  64. Option Exercises and Stock Vested During Fiscal 2024

    The value realized on vesting is based on the number of shares of our Class A common stock underlying the RSUs that vested and into which the LLC Units that vested are exchangeable multiplied by the closing market price of our Class A common stock on the vesting date.

  65. Potential Payments Upon Termination or Change-In-Control

    Potential Payments Upon Termination or Change-In-Control In the event of a qualifying termination of employment and/or the occurrence of a change in control of the Company, certain of our NEOs are entitled to payments and benefits under their employment agreements, our severance plans, and/or their outstanding equity incentive awards. For a detailed summary of these payments and benefits, see the narrative description following the table below. The following table sets forth the payments that each of our NEOs would have been entitled to in the circumstances described. The payments and benefits set forth below are estimated assuming that the relevant event happened on December 31, 2024. Amounts shown do not include (i) accrued but unpaid salary or bonus and vested benefits and (ii) other benefits earned or accrued by the NEO during his or her tenure that are available to all salaried employees and that do not discriminate in scope, terms, or operation in favor of executive officers. Mr. Musslewhite’s and Mr. Maack’s employment with the Company ended effective January 16, 2024, and May 31, 2024, respectively, and they are not included in the table below. Amounts actually paid to Mr. Musslewhite and Mr. Maack in connection with their departure from the Company are reflected in the “Summary Compensation Table” and are described under the headings “—Robert Musslewhite” and “—Jonathan Maack” below. Additionally, Mr. Moschella’s employment with the Company ended effective February 24, 2025. Amounts actually paid to Mr. Moschella in connection with his departure from the Company are described under the heading “—Bill Moschella” below.

  66. Potential Payments Upon Termination or Change-In-Control

    | Name | Benefit | Qualified Termination Event Not in Connection with a Change in Control(1) ($) | Qualified Termination Event in Connection with a Change in Control(1) ($) | Change in Control without Qualified Termination Event(1)(2) ($) | | Kevin Coop | Cash Severance Payment (Salary) | 500,000(3) | 750,000(4) | — | | | Lump Sum Bonus Payment | 500,000(5) | 750,000(6) | — | | | COBRA Payments | 23,916(7) | 35,874(8) | — | | | Vesting Acceleration of Equity Awards(9) | 5,048,034(10) | 5,574,142(11) | — | | | Benefit Total | 6,071,950 | 7,110,016 | — | | Jason Krantz | Cash Severance Payment (Salary) | — | — | — | | | Lump Sum Bonus Payment | — | — | — | | | COBRA Payments | — | — | — | | | Vesting Acceleration of Equity Awards(9) | — | 4,071,202(11) | — | | | Benefit Total | — | 4,071,202 | — | | Richard Booth | Cash Severance Payment (Salary) | 371,315(3) | 371,315(3) | — | | | Lump Sum Bonus Payment | 259,921(5) | 259,921(5) | — | | | COBRA Payments | — | — | — | | | Vesting Acceleration of Equity Awards(9) | 1,507,532(12) | 2,661,135(11) | 250,110 | | | Benefit Total | 2,138,768 | 3,292,371 | 250,110 | | Kate Shamsuddin Jensen | Cash Severance Payment (Salary) | 270,000(13) | 360,000(3) | — | | | Lump Sum Bonus Payment | 216,000(5) | 216,000(5) | — | | | COBRA Payments | 7,625(14) | 10,167(7) | — | | | Vesting Acceleration of Equity Awards(9) | 460,468(15) | 1,650,539(11) | — | | | Benefit Total | 954,093 | 2,236,706 | — | | William Moschella | Cash Severance Payment (Salary) | 152,250(16) | 304,500(3) | — | | | Lump Sum Bonus Payment | 228,375(5) | 228,375(5) | — | | | COBRA Payments | 14,473(17) | 28,946(7) | — | | | Vesting Acceleration of Equity Awards(9) | 894,550(18) | 2,134,327(11) | — | | | Unpaid amounts under Holdback Payments(19) | 1,466,032 | 1,466,032 | — | | | Benefit Total | 2,755,680 | 4,162,180 | — |

  67. Potential Payments Upon Termination or Change-In-Control

    For Mr. Coop and Mr. Booth, a “Qualified Termination Event” includes a termination other than for Cause (as defined in the 2021 Plan or respective employment agreement, as applicable and described below) or a termination of employment for Good Reason (as defined in the respective employment agreement and described below). Such event is considered to occur “in connection” with a Change in Control (as defined in the 2021 Plan, 2019 Plan, respective employment agreement, or CIC Plan, as applicable and described elsewhere herein) for purposes of the severance benefits included in the table above (i) in the case of Mr. Coop, if it occurs within 3 months prior and 18 months following the Change in Control, (ii) in the case of Mr. Booth, if it occurs upon or within 24 months of the Change in Control, and (iii) in the case of Ms. Shamsuddin Jensen and Mr. Moschella (A) with respect to the treatment of outstanding equity awards, within 24 months of the Change in Control and (B) for all other purposes, within 3 months prior and 18 months following the Change in Control. Represents acceleration of the vesting of all LLC Units. (3) Represents continuation of regular payments of 12 months of then-current base salary. (4) Represents continuation of regular payments of 18 months of then-current base salary. (5) Represents a lump-sum payment equal to the “target” bonus in effect for the named executive officer for the year in which the termination occurs. (6) Represents a lump-sum payment equal to 1.5 times the “target” bonus in effect for the named executive officer for the year in which the termination occurs. (7) Represents 12 months of COBRA payments. (8) Represents 18 months of COBRA payments. (9) Per SEC rules, the value of accelerated RSU and LLC Unit awards is calculated by multiplying the number of shares subject to acceleration by $4.11 the closing price of our Class A common stock on December 31, 2024 the last trading day of our 2024 fiscal year. (10) Represents full acceleration of Mr. Coop’s Initial RSU Grant and 12 months of acceleration for Mr. Coop’s other time-based equity awards. (11) For all NEOs, represents acceleration of the vesting of all time-based RSUs. In the event of a Qualified Termination Event in connection with a Change in Control the 2024 PSUs held by Messrs. Krantz, Booth, and Moschella and Ms. Shamsuddin Jensen would vest (A) for any completed performance period, based on actual performance, or (B) for any partial or future performance period, at the greater of the target level or actual performance. For purposes of this table, we have assumed that the performance conditions for the 2024 PSUs are deemed satisfied at the target level. Based on actual performance for the completed performance period, we have reported the value for the 2024 PSUs in this table at 85.7% achievement. (12) For Mr. Booth, represents acceleration of the vesting of all LLC Units and time-based RSUs that would have vested during the twelve-month period following the termination. In the event of a Qualified Termination Event, Mr. Booth’s then-outstanding PSUs were included in this table as the 2024 PSUs had an achievement of 85.7% as of December 31, 2024. (13) Represents continuation of regular payments of 9 months of then-current base salary. (14) Represents 9 months of COBRA payments. (15) Represents 9 months of equity acceleration. (16) Represents continuation of regular payments of 6 months of then-current base salary. (17) Represents 6 months of COBRA payments. (18) Represents 6 months of equity acceleration. (19) Represents remaining holdback payments to Mr. Moschella, the payment of which would be accelerated under the terms of the Holdback Agreement. See “Agreements with NEOs—William Moschella” above for more detail.

  68. Pension Benefits

    Pension Benefits None of our NEOs participate, or have an account balance, in any qualified or non-qualified defined benefit plans sponsored by us.

  69. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in any nonqualified deferred compensation plan sponsored by us.

  70. Pay Ratio Disclosure

    Pay Ratio Disclosure Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of Kevin Coop, who served as our CEO from June 24, 2024 through December 31, 2024, to the annual total compensation of our median employee (except Mr. Coop). Because of the CEO transitions and material changes in our 2024 workforce, we redetermined our median employee as of December 31, 2024, as the last day of the fiscal year fully represents the 2024 workforce, incorporating all hires, departures or promotions occurring during the year (October 31, 2023 was previously our median employee determination date). The December 31, 2024, determination date also aligns with the period used to determine the actual pay for Mr. Coop and provides better reporting consistency as it reflects the historical practice used by most reporting companies. The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For fiscal year 2024: • the median of the annual total compensation of all employees of the Company (other than Mr. Coop) was $102,363; and the annual total compensation of Mr. Coop, annualized based on the amount reported in the “Summary Compensation Table” included in this Proxy Statement (as described further below), was $11,222,304. Based on this information, the ratio of the annual total compensation of Mr. Coop to the median of the annual total compensation of all employees was 110 to 1. We identified our median compensated employee from all full-time and part-time employees who were included as employees on our payroll records as of a determination date of December 31, 2024. We did not include any contractors or other non-employee workers in our employee population. We used base salary as our consistently applied compensation measure. We annualized base salary for any full-time and part-time employees who commenced work during fiscal 2024 to reflect a full year, and non-United States employees’ pay was converted to U.S. dollar equivalents using applicable exchange rates as of the determination date. For purposes of calculating our CEO pay ratio, our CEO’s annual total compensation for fiscal year 2024 was $11,222,304, which represents an annualized amount in light of the CEO transition in fiscal year 2024. As permitted by SEC rules, we elected to annualize the compensation of Mr. Coop, who was serving as CEO on December 31, 2024, our median employee determination date. To annualize Mr. Coop’s compensation: • we annualized his base salary to $500,000 (from the $259,616 reported in the “Summary Compensation Table”); • we annualized his non-equity incentive plan compensation to $180,000 (from the $92,201 reported in the “Summary Compensation Table”); and • we annualized his health insurance premiums and 401(k) employer matching contributions to $36,945 (from the $19,280 reported in the “Summary Compensation Table”). We did not annualize Mr. Coop’s 2024 stock awards, as the full grant date fair value of those sign-on awards (RSUs and Value Creation PSUs) is already included in Mr. Coop’s fiscal year 2024 compensation as reported under SEC rules. Similarly, we did not annualize the payment by the Company of Mr. Coop’s moving and legal expenses, as those were one-time benefits with the full amounts already included in Mr. Coop’s fiscal year 2024 compensation.

  71. Pay-Versus-Performance Table

    | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (a) | Coop(1) (b) | Krantz(1) (b) | Mussle- white(1) (b) | Coop(2) (c) | Krantz(2) (c) | Mussle- white(2) (c) | Average Summary Comp- ensation Table Total for Non- PEO NEOs(3) (d) | Average Comp- ensation Actually Paid to Non-PEO NEOs(4) (e) | Total Shareholder Return(5) (f) | Peer Group Total Shareholder Return(6) (g) | Net Income (Loss) (Millions)(7) (h) | Adjusted EBITDA Margin(8) (i) | | 2024 | $10,876,456 | $10,364,892 | $6,810,837 | $7,716,685 | $424,313 | $(4,679,451) | $4,545,570 | $278,671 | $9.49 | $47.16 | $(591.4) | 31% | | 2023 | $— | $— | $8,434,709 | $— | $— | $3,148,094 | $2,812,002 | $1,848,073 | $22.95 | $46.50 | $(289.6) | 30% | | 2022 | $— | $820,925 | $17,540,044 | $— | $(10,363,452) | $(4,395,156) | $2,386,881 | $(1,943,290) | $25.38 | $44.63 | $(24.2) | 29% | | 2021 | $— | $5,953,030 | $— | $— | $13,840,653 | $— | $16,101,545 | $18,839,018 | $63.13 | $82.84 | $(62.3) | 34% |

  72. Pay-Versus-Performance Table

    | PEO | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | Coop | 2024 | $10,876,456 | $(10,405,359) | $7,245,588 | $7,716,685 | | Krantz | 2024 | $10,364,892 | $(10,190,228) | $249,649 | $424,313 | | Musslewhite | 2024 | $6,810,837 | $(6,063,479) | $(5,426,809) | $(4,679,451) |

  73. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of our non-employee directors for fiscal year 2024. Mr. Krantz’s compensation for his services as a director in fiscal year 2024 are reflected in the “Summary Compensation Table” above.

  74. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All Other Compensation ($) | Total ($) | | Christopher Egan(3) | — | — | — | — | | Samuel A. Hamood(4) | 70,000 | 151,456 | — | 221,456 | | Jeff Haywood(3) | — | — | — | — | | Jill Larsen(5) | 70,000 | 151,456 | — | 221,456 | | Lauren Young(3) | — | — | — | — | | Kathleen Winters(6) | 50,000 | 151,456 | — | 201,456 | | Sastry Chilukuri(7) | 50,000 | 151,456 | — | 201,456 | | Scott Stephenson(8) | 50,000 | 151,456 | — | 201,456 |

  75. DIRECTOR COMPENSATION

    (1) Fees earned or paid in cash consist of (i) 2024 annual cash retainer in the amount of $50,000, and (ii) in the case of Mr. Hamood and Ms. Larsen, an additional chair retainer in the amount of $20,000 for their services as chair of our Audit Committee and HCM & Compensation Committee, respectively. The cash fees reported in this column with respect to the following directors were paid to the following entities, in each case, controlled by the respective director as follows: (i) Ms. Winters’ cash fees were paid to Winters Advisory Inc.; (ii) Ms. Larsen’s cash fees were paid to Digital HR LLC; (iii) Mr. Chilukuri’s cash fees were paid to Venkat Group, LLC; and (iv) Mr. Hamood’s cash fees were paid to AMHAM DH, LLC. (2) Represents the grant date fair value of RSU awards granted to our non-employee directors during 2024, computed in accordance with ASC Topic 718. The valuation assumptions associated with such awards are discussed in Note 17 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the restricted stock units, or the sale of any common stock acquired under such restricted stock units. (3) None of Mr. Egan, Mr. Haywood, or Ms. Young received compensation for services as a director in 2024 or had any outstanding equity awards as of December 31, 2024. Directors who are employees of Advent or Spectrum Equity do not receive compensation for services as a director or as a member of a committee of our Board. (4) As of December 31, 2024, Mr. Hamood held 26,759 unvested time-based RSUs. (5) As of December 31, 2024, Ms. Larsen held 1,396 unvested LLC Units and 26,759 unvested time-based RSUs. (6) As of December 31, 2024, Ms. Winters held 26,759 unvested time-based RSUs. (7) As of December 31, 2024, Mr. Chilukuri held 33,194 unvested time-based RSUs. (8) As of December 31, 2024, Mr. Stephenson held 46,064 unvested time-based RSUs.

  76. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee directors receive cash and equity compensation for their service on the Board pursuant to our non-employee director compensation policy. Each non-employee director receives a $50,000 annual retainer for Board services. Our Audit Committee Chair and HCM and Compensation Committee Chair receive an additional chair retainer of $20,000, and our Nominating and Governance Committee Chair receives an additional chair retainer of $10,000, in each case to the extent such chair positions are held by eligible non-employee directors. All annual cash compensation is payable on a quarterly basis in arrears, and retainers are pro-rated for partial quarters of service. Each non-employee director also receives (i) an initial equity award of RSUs with a value of $300,000 upon joining our Board, and (ii) an annual equity award of RSUs, granted on the date of the annual meeting of stockholders, with a value of $175,000 (in the case of directors who join the Board following such date, granted upon appointment and pro-rated for the period from appointment through the one year anniversary of such annual meeting of stockholders), which vests upon the earlier to occur of the one-year anniversary of such annual meeting of stockholders and the date of the next year’s annual meeting of stockholders, subject to such director’s continued service. Any director who is an employee of the Company and directors who are employees of Advent or Spectrum Equity do not receive compensation for services as a director or as a member of a committee of our Board.