DEF 14A of LifeStance Health Group, Inc., Apr 23, 2025

DEF 14A of LifeStance Health Group, Inc.

Filed Apr 23, 2025 · FY20240000950170-25-057496

Open on EDGAR

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

    What vote is required to approve the election of directors (Proposal 1)? Director nominees are elected by plurality vote. Therefore, if you do not vote “for” a nominee, or you “withhold” authority to vote for a nominee, your vote will not count either “for” or “against” the nominee. Broker non-votes will have no effect on the outcome of Proposal 1. What vote is required to ratify the selection of PwC as the Company’s independent registered public accounting firm for the year ended December 31, 2025 (Proposal 2)? Proposal 2 will be approved if a majority of the votes cast affirmatively or negatively on the matter is cast “for” the proposal. You may vote “for” or “against,” or abstain from voting on Proposal 2. Abstentions and broker non-votes will have no effect on the outcome of Proposal 2.

  2. Election of Directors

    Election of Directors Our business operates under the direction of our Board of Directors. In accordance with our Amended and Restated Certificate of Incorporation, our Board of Directors consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in 2025, 2026, and 2027, respectively. Mr. Crisan, Dr. DeLuca, Ms. Wood and Ms. Verma are the Class I directors whose terms expire at the Annual Meeting. Mr. Crisan and Ms. Verma will not stand for reelection at the Annual Meeting. Our Board of Directors has nominated, and stockholders are being asked to reelect, Dr. DeLuca and Ms. Wood for three-year terms expiring at our 2028 annual meeting of stockholders. Our Board of Directors has also nominated, and stockholders are being asked to elect, Eric Palmer as a new director for a three-year term expiring at our 2028 annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our 2028 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal. The Board of Directors is not aware of any nominee who will be unable or unwilling to serve as a director if elected at the Annual Meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material, is shown later in this Proxy Statement. The Board of Directors recommends a vote FOR the election of each of the nominees as director.

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table sets forth the name, age, and position, as of April 11, 2025, of individuals who currently serve as directors on our Board of Directors.

  4. BOARD OF DIRECTORS

    | Name | Age | Position | | Kenneth Burdick | 66 | Executive Chairperson of the Board of Directors | | Robert Bessler | 53 | Director | | Darren Black | 53 | Director | | David Bourdon | 56 | Director and Chief Executive Officer | | Jeffrey Crisan (1) | 51 | Director | | Teresa DeLuca | 59 | Director | | William Miller | 58 | Director | | Jeffrey Rhodes | 50 | Director | | Eric Shuey | 57 | Director | | Katherine Wood | 40 | Director | | Seema Verma (1) | 54 | Director |

  5. BOARD OF DIRECTORS

    (1) Mr. Crisan and Ms. Verma will not stand for reelection at the Annual Meeting.

  6. Nominees for Class I Directors

    Nominees for Class I Directors Teresa DeLuca, M.D. has served on our Board of Directors since March 2024. Dr. DeLuca served as a Managing Director at Columbia University's NY Life Science Venture Fund from January 2018 until January 2023 and continues to serve as a Faculty Advisor at the university’s School of Entrepreneurship. She previously served as Assistant Clinical Professor of Psychiatry at the Icahn School of Medicine at Mount Sinai in New York City from 2014 to 2017 and as the Chief Medical Officer of Magellan Pharmacy Solutions at Magellan Health from 2012 to 2014. Prior to that, she served as SVP of Pharmacy Health Solutions at Humana, VP of Clinical Sales Solutions & National Medical Director at Walgreen Co., and VP of Personalized Medicine, and VP of Medical Policy & Clinical Quality at Medco. Prior to taking on these executive leadership roles, Dr. DeLuca was a Senior Director of Global Product Development Services at PRA International and a Senior Medical Scientist at GlaxoSmithKline. Dr. DeLuca has served as a director of Surgery Partners since September 2016 and Rejuveron since March 2022. Previously, she served as a director of North Bud Farms, Inc. from May 2018 to February 2020 and of 180 LifeSciences from May 2021 until 2023. Dr. DeLuca completed her residency at Jefferson Medical College of Thomas Jefferson University and earned her M.B.A. from Drexel University. We believe that Dr. DeLuca is qualified to serve on our Board of Directors based on her healthcare knowledge, experience and skills gained from being a physician, as well as previous leadership experience. Eric Palmer is a nominee for election as a director at the Annual Meeting and is not currently serving on our Board of Directors. Mr. Palmer previously served in various leadership roles at The Cigna Group from April 2012 through March 2025, including as Executive Vice President for Enterprise Strategy for The Cigna Group from January 2024 until March 2025 and President and Chief Executive Officer of Evernorth Health Services from January 2022 until March 2025, President and Chief Operating Officer from January 2021 until December 2021, and Executive Vice President and Chief Financial Officer from June 2017 to January 2021. Mr. Palmer graduated with honors from the University of Iowa with a Bachelor of Science degree in actuarial science and is a Fellow of the Society of Actuaries. We believe Mr. Palmer is qualified to serve on our Board of Directors based on his experience serving in financial and leadership roles in the healthcare industry. Katherine Wood has served on our Board of Directors since 2020. Ms. Wood is a Partner of TPG Capital, where she focuses on investments in the health care sector. Ms. Wood also serves on the boards of Surescripts, Nextech Systems, Convey Health Solutions and Ellodi, and was previously on the boards of Neogene Therapeutics, Adare and AskBio. She has also been involved in TPG’s investments in Allogene Therapeutics, Aptalis, EnvisionRx, IASIS and Par Pharmaceutical. Prior to joining TPG in 2009, Ms. Wood worked in health care investment banking at Goldman, Sachs & Co. Ms. Wood holds a Bachelor of Science degree in molecular and cell biology from Stanford University, and an MBA from Harvard Business School. We believe Ms. Wood is qualified to serve on our Board of Directors based on her investment experience in the healthcare industry.

  7. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  8. Overview of our Executive Compensation Program

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

  9. Independent Compensation Consultant

    Independent Compensation Consultant In 2024, the compensation committee engaged Pay Governance, an independent compensation consulting firm, to assist it in evaluating the Company’s executive and director compensation practices, including program design, identification of an appropriate peer group for compensation comparison purposes and providing pay benchmarking data. Prior to engaging Pay Governance, the compensation committee assessed the independence of Pay Governance and, on the basis of that assessment and taking into consideration the independence factors that are required to be considered under applicable Nasdaq rules, satisfied itself that no relationships exist that would create a conflict of interest or that would impact Pay Governance’s independence.

  10. Use of Peer Group and Market Data

    Use of Peer Group and Market Data The compensation committee uses peer group data as a reference point to gauge the reasonableness of its executive compensation decisions and the general competitiveness of our executive compensation program in the market. The compensation committee selects companies in the health care or technology industry with which it believes we compete for talent. In evaluating our peer group for 2024, the compensation committee, in consultation with Pay Governance, made substantial changes to our peer group compared to our peer group for 2023 based on merger and acquisition activity, as well as revenue size, market capitalization, headcount, and unique characteristics of our business model, among other things. A list of our peer group companies that the compensation committee used in connection with 2024 executive compensation decisions is below.

  11. Use of Peer Group and Market Data

    | Addus HomeCare Corporation | agilon health, inc. | | Astrana Health, Inc. (f/k/a Apollo Medical Holdings, Inc.) | Enhabit, Inc. | | GoodRx Holdings, Inc. | Hims & Hers Health, Inc. | | InnovAge Holding Corp. | Option Care Health, Inc. | | Pediatrix Medical Group, Inc. | Privia Health Group, Inc. | | Talkspace, Inc. | Teladoc Health, Inc. |

  12. Use of Peer Group and Market Data

    In addition to peer group data, the compensation committee also reviews broader market and healthcare data from Radford’s Global Compensation Database to form a holistic view of the market. While our compensation committee does not have any formal policy to target pay at a specific percentile of our peer group or the broader market, our compensation committee reviews data at the 25th, 50th and 75th percentiles to help inform its decisions.

  13. Elements of Compensation

    | Element | Summary Description | | Base Salary | • Annual fixed cash compensation | | Annual Bonus Awards | • Annual cash bonus plan, with the following metrics for 2024: o Revenue o Adjusted EBITDA** o Free Cash Flow* o Patient Satisfaction | | Long-term Equity Incentive Awards | • Time- and performance-based restricted stock unit (“RSU”) awards in 2024 |

  14. Annual Bonus Plan

    Annual Bonus Plan The compensation committee believes that a significant portion of our named executive officers’ cash compensation should be tied to our performance. Each of our currently employed named executive officers was eligible to earn a cash bonus for 2024 under our annual bonus program based on the achievement of key corporate financial and strategic goals. We believe this element of compensation is important because it directly ties the compensation paid to our named executive officers with the achievement of key performance goals that are important to the Company and its stakeholders. The compensation committee established the corporate performance metrics for our 2024 cash bonus program, following input from our former Chief Executive Officer and the compensation committee’s independent compensation consultant, to include Adjusted EBITDA**, revenue, and patient satisfaction, as in prior years. The compensation committee also chose Free Cash Flow* as a corporate performance metric for our 2024 cash bonus program because it believes strong Free Cash Flow* is a strong measure of liquidity and facilitates future growth. When setting goals for each of these metrics, the compensation committee strived to set challenging, yet achievable, performance goals that would promote the achievement of short-term business objectives and were aligned with our annual business plan, while also supporting our longer-term business objectives. The compensation committee chose these performance goals because it believes Adjusted EBITDA**, revenue, Free Cash Flow* and patient satisfaction are the primary indicators of our success in delivering our mission of expanding access to high quality mental healthcare through a high performing business model. Following the end of the fiscal year, the compensation committee determines the achievement of the performance goals and the payments to be made under the annual bonus program. The table below shows the bonus payment levels based on the level of achievement of the corporate performance goals under our 2024 cash bonus program, with payments for performance between such payment levels determined based on interpolation between such payment levels. The compensation committee may also consider individual performance contributions and retains the discretion to adjust bonus payouts downward or upward based on its assessment of each named executive officer’s contribution to the Company during the year, as well as the achievement of strategic goals.

  15. Annual Bonus Plan

    | 2024 Annual Bonus Plan Performance Targets | | | | | | | Weighting (%) | Threshold Performance (50%) | Target Performance (100%) | Maximum Performance (200%) | | Adjusted EBITDA** (1) | 40% | $N/A | $85M | $141M | | Revenue | 20% | $1,140M | $1,215M | $1,365M | | Free Cash Flow* (2) | 20% | $(75M) | $0M | $195M | | Patient Satisfaction (3) | 20% | 70 | 80 | 100 | | Payout % | | 50% | 100% | 200% |

  16. Annual Bonus Plan

    For purposes of the 2024 cash bonus program, Adjusted EBITDA was determined after giving effect to earned payouts under such program. For the Adjusted EBITDA metric, if performance achievement is below the target performance goal, the bonus pool amount is reduced dollar-for-dollar up to the full amount of the bonus pool. (2) Free Cash Flow is calculated as net cash provided by operating activities less purchases of property and equipment. (3) Patient satisfaction is measured based on patient Net Promoter Scores. The target amount of each named executive officer’s annual cash bonus is set by the compensation committee as a percentage of his or her base salary. The target amount for each of our named executive officers was initially established in connection with their hire based on internal pay equity considerations and each named executive officer’s skill set, experience, role and responsibilities. Target annual bonuses are subject to annual review by our Board of Directors or the compensation committee and are adjusted from time to time based on these considerations, as well as peer group and other market data, as described above. The target annual bonus percentages for our named executive officers were not adjusted for 2024. The target annual bonus percentage for each of our named executive officers for 2024 is listed in the table below:

  17. Annual Bonus Plan

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

  18. Annual Bonus Plan

    The actual amount earned by each of our currently employed named executive officers under our 2024 annual cash bonus program was determined by the compensation committee in early 2025 based on the compensation committee’s review of the level of achievement of the performance goals under this program as well as individual accomplishments for each of such named executive officers in 2024. Actual achievement of the 2024 performance goals was as follows:

  19. Annual Bonus Plan

    | Performance Goal | 2024 Performance Year | Performance Score | | Adjusted EBITDA** | $120M | 150% | | Revenue | $1,251M | 124% | | Free Cash Flow* | $86M | 127% | | Patient Satisfaction | 85 | 125% |

  20. Annual Bonus Plan

    Based on the Company’s achievement of the performance goals set forth above and the compensation committee’s adjustments based on each named executive officer’s individual performance, including the performance of such named executive officer's department, if applicable, payment under the annual bonus program for each of our named executive officers for 2024 was as follows:

  21. Annual Bonus Plan

    | Named Executive Officer | Target Bonus Opportunity ($) | 2024 Bonus Payment ($) | | Kenneth Burdick | 900,000 | 1,233,000 | | David Bourdon | 375,000 | 513,750 | | Pablo Pantaleoni | 212,500 | 225,250 | | Ryan Pardo | 175,000 | 218,750 | | Ann Varanakis | 175,000 | 232,750 | | Danish Qureshi (1) | 262,500 | — | | Kevin Mullins (1) | 175,000 | — |

  22. Annual Bonus Plan

    Messrs. Qureshi and Mullins did not receive any bonus payment in respect of 2024 due to their terminations of employment during 2024.

  23. Long-term Equity Incentive Awards

    Long-term Equity Incentive Awards Our Board of Directors and the compensation committee believe that in order to appropriately incentivize our executives to create shareholder value, a significant portion of our named executive officers’ compensation should be in the form of equity-based compensation. Our long-term incentive program is designed to promote stock ownership by our senior management, tie compensation realized to stock price performance and encourage retention of key executives. Our long-term incentive program is a key tool in aligning executive pay with value creation on behalf of shareholders. 2024 Grants of Time- and Performance-Based RSU Awards Our 2024 long-term equity incentive program was comprised of two components: time-based RSUs and performance-based RSUs. In 2024, our Board of Directors granted to each of our named executive officers time-based RSUs and performance-based RSUs. For each of Messrs. Burdick, Bourdon, and Qureshi, approximately 70% of the total value of 2024 equity awards was allocated to performance-based RSUs (at target level of performance) and approximately 30% was allocated to time-based RSUs. For all of our other named executive officers, approximately 50% of the total value of 2024 equity awards was allocated to each of performance-based RSUs (at target level of performance) and time-based RSUs. In March 2024, each of our named executive officers was granted time-based and performance-based RSUs, as follows:

  24. Long-term Equity Incentive Awards

    | | Time-Based RSUs | Performance-Based RSUs | | Kenneth Burdick | 364,077 | 849,515 | | David Bourdon | 104,022 | 242,718 | | Pablo Pantaleoni | 128,294 | 128,294 | | Ryan Pardo | 124,826 | 124,827 | | Ann Varanakis | 83,217 | 83,218 | | Danish Qureshi | 208,044 | 485,437 | | Kevin Mullins | 124,826 | 124,827 |

  25. Long-term Equity Incentive Awards

    The time-based RSUs vest as to 25% of the RSUs on each of the first four anniversaries of March 8, 2024, generally subject to continued service through the vesting date. The performance-based RSUs granted in 2024 are earned based on the achievement of pre-established revenue targets (up to 50%) and preestablished Adjusted EBITDA** targets (up to 50%) for each of 2024, 2025, and 2026 (1/3 each year) and vest on the date the achievement of such targets is determined by our Board of Directors or compensation committee, in each case, generally subject to continued service through such vesting date. The number of performance-based RSUs that vest with respect to each one-year performance period is determined based on the level at which the applicable target is achieved and can range from 0% to 100% of the RSUs subject to each portion of the award, with no interpolation for performance between threshold and target levels. The revenue and Adjusted EBITDA** targets were not established for the 2025 and 2026 performance periods prior to December 31, 2024 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2024 from an accounting perspective and are therefore not included in the Summary Compensation Table, the Grants of Plan-Based Awards Table or the Outstanding Equity Awards at Fiscal Year-end Table (except as noted therein for Mr. Qureshi). To the extent earned based on performance, the 2024 portion of the performance-based RSUs granted in 2024 vested in the first quarter of 2025 upon the compensation committee’s determination of such performance. The following table sets forth (1) the revenue and Adjusted EBITDA** goals for the 2024 performance period for performance-based RSUs granted in 2024, (2) our actual revenue and Adjusted EBITDA** for the performance period ending December 31, 2024, and (3) the percentage of performance-based RSUs granted in 2024 eligible to vest based on 2024 performance that were earned based on such performance:

  26. Long-term Equity Incentive Awards

    | Year of Grant | Performance Period Year | Performance Metric | Threshold (50% of target RSUs earned) ($) | Target (100% of target RSUs earned) ($) | Actual Performance ($) | % of target RSUs earned | | 2024 | 2024 | Revenue (50%) | 1,119M | 1,215M | 1,251M | 100% | | 2024 | 2024 | Adjusted EBITDA** (50%) | 80M | 85M | 120M | 100% |

  27. Long-term Equity Incentive Awards

    2022 and 2023 Grants of Performance-Based RSU Awards Each of Mr. Pantaleoni, Mr. Pardo, Mr. Qureshi and Mr. Mullins also held performance-based RSUs granted in 2022 that were eligible to vest based on revenue and Adjusted EBITDA** during the 2024 performance period, and each of our named executive officers also held performance-based RSUs granted in 2023 that were eligible to vest based on revenue and Adjusted EBITDA** during the 2024 performance period. The 2024 performance period revenue and Adjusted EBITDA** targets were established during 2024 and, as a result, the shares subject to the 2024 portion of the performance-based RSU awards granted in 2022 and 2023 were considered to be granted during 2024 from an accounting perspective and are therefore included in the Summary Compensation Table and the Grants of Plan-Based Awards Table for 2024. The performance metrics for the 2024 performance period were revenue (50%) and Adjusted EBITDA** (50%). To the extent earned based on performance, the 2024 portion of the performance-based RSUs granted in 2022 and 2023 vested in the first quarter of 2025 upon the compensation committee’s determination of such performance. The table below sets forth (1) revenue goals and Adjusted EBITDA** goals for the 2024 performance period for performance-based RSUs granted in 2022 and 2023, (2) our actual revenue and Adjusted EBITDA** for the performance period ending December 31, 2024, and (3) the percentage of performance-based RSUs granted in 2022 and 2023 eligible to vest based on 2024 performance that were earned based on such performance:

  28. Long-term Equity Incentive Awards

    | Year of Grant | Performance Period Year | Performance Metric | Threshold (50% of target RSUs earned) ($) | Target (100% of target RSUs earned) ($) | Actual Performance ($) | % of target RSUs earned | | 2022 | 2024 | Revenue (50%) | 1,119M | 1,215M | 1,251M | 100% | | 2022 | 2024 | Adjusted EBITDA** (50%) | 80M | 85M | 120M | 100% | | 2023 | 2024 | Revenue (50%) | 1,119M | 1,215M | 1,251M | 100% | | 2023 | 2024 | Adjusted EBITDA** (50%) | 80M | 85M | 120M | 100% |

  29. Agreements with our Named Executive Officers

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

  30. Policies and Practices Related to the Timing of Equity Grants

    Policies and Practices Related to the Timing of Equity Grants We generally grant annual equity-based awards to our executive officers in March of each year, in connection with our annual compensation review and approval process, although the exact timing may change from year to year. The compensation committee and/or our Board of Directors may also grant equity awards, including stock options, at different times of the year for new hires and in connection with promotions, or grants made for retention or other purposes. Neither the compensation committee nor our Board of Directors grants equity awards in anticipation of the release of material non-public information and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2024, equity compensation for our named executive officers consisted solely of time-based RSUs and performance-based RSUs; we did not grant stock options to our named executive officers in 2024.

  31. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2024, 2023 and 2022, as applicable.

  32. Summary Compensation Table

    | Name and principal position | Year | Salary(1) ($) | Stock awards(2) ($) | Option awards(3) ($) | Nonequity incentive plan compensation(4) ($) | All other compensation(5) ($) | Total ($) | | Kenneth Burdick (6) | 2024 | 600,000 | 8,357,876 | — | 1,233,000 | 13,800 | 10,204,676 | | Chief Executive Officer | 2023 | 623,077 | 13,423,219 | — | 770,000 | 13,200 | 14,829,496 | | | 2022 | 196,538 | — | 40,753,003 | — | 3,554 | 40,953,095 | | David Bourdon (7) | 2024 | 500,000 | 2,418,980 | — | 513,750 | 13,800 | 3,446,530 | | Chief Financial Officer and Treasurer | 2023 | 500,000 | 1,448,004 | — | 393,750 | 13,200 | 2,354,954 | | | 2022 | 51,923 | 1,000,001 | 3,938,542 | — | 2,077 | 4,992,543 | | Pablo Pantaleoni (8) | 2024 | 425,050 | 2,091,950 | — | 225,250 | 13,800 | 2,756,050 | | Chief Digital Officer | 2023 | 415,769 | 1,477,040 | — | 223,125 | 13,200 | 2,129,134 | | Ryan Pardo (9) | 2024 | 344,769 | 2,035,041 | — | 218,750 | 13,800 | 2,612,360 | | Chief Legal Officer and Secretary | 2023 | 325,385 | 1,436,891 | — | 174,825 | 8,737 | 1,945,838 | | Ann Varanakis (10) Chief People Officer | 2024 | 344,769 | 1,079,173 | — | 232,750 | 13,800 | 1,670,492 | | Danish Qureshi (11) | 2024 | 211,449 | 8,906,670 | 2,750,045 | — | 525,000 | 12,393,164 | | Former President and Chief Operating | 2023 | 345,385 | 3,104,452 | — | 275,625 | 13,200 | 3,738,662 | | Officer | 2022 | 330,000 | 1,390,605 | 12,225,902 | — | 12,200 | 13,958,707 | | Kevin Mullins (12) Former Chief Development Officer | 2024 | 185,311 | 1,980,264 | — | — | — | 2,165,575 |

  33. Summary Compensation Table

    (1) The amounts reported in this column include contributions made by the named executive officer to our 401(k) plan. The amounts reported in this column for 2024 include the aggregate grant date fair value of (i) time- and performance-based RSUs granted to our named executive officers during 2024, (ii) performance-based RSUs granted to our named executive officers in 2023 which were eligible to vest based on performance in 2024 and for which the performance targets were established during 2024 and, as a result, such awards were considered granted in 2024 under FASB ASC Topic 718, and (iii) performance-based RSUs granted to Mr. Pantaleoni, Mr. Pardo, Mr. Qureshi and Mr. Mullins in 2022 which were eligible to vest based on performance in 2024 and for which the performance targets were established during 2024 and, as a result, such awards were considered granted in 2024 under FASB ASC Topic 718. For 2024, the grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718 and, with respect to RSUs subject to performance-based vesting conditions, was determined assuming that the performance-based vesting conditions were achieved in full (but not including any amounts attributable to performance-based RSUs eligible to vest based on performance in 2025 or 2026, as the performance targets for such awards were not established during 2024 and, as a result, such awards were not considered to be granted under FASB ASC Topic 718, except as described in this footnote for Mr. Qureshi). The amount reported in this column for 2024 for Mr. Qureshi also includes the incremental fair value, as computed under FASB ASC Topic 718, related to adjustments to his time-based RSU awards, performance-based RSU awards and performance-based restricted stock award made in connection with his termination of employment ($3,744,508), as described in more detail below under “Potential Payments Upon Termination or Change in Control – Qureshi Separation.” This incremental compensation charge does not reflect additional value actually received by Mr. Qureshi and resulted only from the modifications made in connection with Mr. Qureshi’s termination of employment. The performance-based RSUs granted to Mr. Qureshi in 2024 that were originally eligible to vest based on performance in 2026 were considered granted from an accounting perspective upon Mr. Qureshi’s termination of employment as a result of the adjustments made to such award in connection with his termination of employment, as described in more detail below under “Potential Payments Upon Termination or Change in Control – Qureshi Separation.” The grant date fair value of this award included in the table ($0) was calculated based on the probable outcome of the applicable performance conditions at the time of grant. The grant date fair value of this award assuming the performance-based vesting conditions were achieved in full would be $794,497. The amounts reported in this column for 2023 include the aggregate grant date fair value of (i) time-based RSUs and time- and performance-based RSUs granted to Mr. Burdick, Mr. Bourdon, Mr. Pantaleoni, Mr. Pardo, and Mr. Qureshi during 2023, and (ii) performance-based RSUs granted to Mr. Pantaleoni, Mr. Pardo, and Mr. Qureshi in 2022 which were eligible to vest based on performance in 2023 and for which the performance targets were established during 2023 and, as a result, such awards were considered granted in 2023 under FASB ASC Topic 718. For 2023, the grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718 and, with respect to RSUs subject to performance-based vesting conditions, was determined assuming that the performance-based vesting conditions were achieved in full (but not including any amounts attributable to performance-based RSUs eligible to vest based on performance in 2024 or 2025, as the performance targets for such awards were not established during 2023 and, as a result, such awards were not considered to be granted under FASB ASC Topic 718). The amounts reported in this column for 2022 include the aggregate grant date fair value of RSU awards granted to Mr. Qureshi and of shares of our common stock granted to Mr. Bourdon during 2022. For 2022, the grant date fair value was calculated by multiplying the number of RSUs or shares of common stock subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718 and, with respect to RSUs subject to performance-based vesting conditions, was determined assuming that the performance-based vesting conditions were achieved in full (but not including any amounts attributable to performance-based RSUs eligible to vest based on performance in 2023 or 2024, as the performance targets for such awards were not established during 2022 and, as a result, such awards were not considered to be granted under FASB ASC Topic 718). The assumptions used in calculating the grant date fair value of the stock awards reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2024. The amount reported in this column for 2024 for Mr. Qureshi reflects the incremental fair value, as computed under FASB ASC Topic 718, related to adjustments to his stock option award made in connection with his termination of employment, as described in more detail below under “Potential Payments Upon Termination or Change in Control—Qureshi Separation.” This incremental compensation charge does not reflect additional value actually received by Mr. Qureshi and resulted only from the modifications made in connection with Mr. Qureshi’s termination of employment. The amounts reported in this column for 2022 reflect the grant date fair value of the options granted to Messrs. Burdick, Bourdon and Qureshi in 2022, as computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures and, with respect to options subject to performance (market)-based vesting conditions, was determined using a Monte Carlo simulation. The assumptions used in calculating the grant date fair value of the options reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2024. (4) Amounts reported in this column represent annual bonuses earned by our named executive officers under our annual bonus program with respect to the relevant fiscal year, which bonuses are based on the attainment of corporate performance goals. See “Compensation Discussion and Analysis-Components of our Executive Compensation Program-Annual Bonus Plan” above. (5)

  34. Summary Compensation Table

    The amounts reported in this column for 2024 reflect matching contributions made under our 401(k) plan on behalf of each of Messrs. Burdick, Bourdon, Pantaleoni and Pardo and Ms. Varanakis ($13,800) and, for Mr. Qureshi, cash severance payments to which Mr. Qureshi is entitled in connection with his separation from employment which are payable over the eighteen (18) months following his separation ($525,000). The amounts reported in this column for 2023 reflect matching contributions made under our 401(k) plan on behalf of each of Messrs. Burdick, Bourdon, Pantaleoni, Pardo and Qureshi. The amounts reported in this column for 2022 reflect matching contributions made under our 401(k) plan on behalf of each of Messrs. Burdick, Bourdon and Qureshi. (6) Mr. Burdick was appointed as our Chief Executive Officer effective September 7, 2022 and transitioned to his role as the Executive Chairperson of our Board of Directors effective March 3, 2025. (7) Mr. Bourdon was appointed as our Chief Financial Officer and Treasurer effective November 10, 2022 and transitioned to his role as our Chief Executive Officer effective March 3, 2025. (8) Mr. Pantaleoni was appointed as our Chief Digital Officer effective October 19, 2020. No amounts are reported for Mr. Pantaleoni for 2022 because he was not a named executive officer for such year. (9) Mr. Pardo was appointed as our Chief Legal Officer effective January 1, 2021. No amounts are reported for Mr. Pardo for 2022 because he was not a named executive officer for such year. (10) Ms. Varanakis served as our Senior Vice President, Talent and ESG until she was appointed as our Chief People Officer in February 2023. No amounts are reported for Ms. Varanakis for 2022 or 2023 because she was not a named executive officer for such years. (11) Mr. Qureshi served as our Chief Growth Officer until he was appointed Chief Operating Officer effective July 1, 2022. Mr. Qureshi was appointed President, in addition to his position as Chief Operating Officer, effective September 7, 2022. Mr. Qureshi’s employment with the Company terminated effective June 30, 2024. Mr. Mullins was appointed as our Chief Development Officer in 2017. Mr. Mullin’s employment with the Company terminated effective July 1, 2024. No amounts are reported for Mr. Mullins for 2022 or 2023 because he was not a named executive officer for such years.

  35. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information regarding plan-based awards made to each of our named executive officers during fiscal year 2024.

  36. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Kenneth Burdick | — | 450,000 | 900,000 | 1,800,000 | — | — | — | — | — | | | 3/8/2024(4) | — | — | — | — | — | — | 364,077 | 2,624,995 | | | 3/8/2024(5) | — | — | — | 141,586 | 283,172 | — | — | 2,041,670 | | | 2/28/2024(6) | — | — | — | 211,895 | 423,790 | — | — | 3,691,211 | | David Bourdon | — | 187,500 | 375,000 | 750,000 | — | — | — | — | — | | | 3/8/2024(4) | — | — | — | — | — | — | 104,022 | 749,999 | | | 3/8/2024(5) | — | — | — | 40,453 | 80,906 | — | — | 583,332 | | | 2/28/2024(6) | — | — | — | 62,322 | 124,644 | — | — | 1,085,649 | | Pablo Pantaleoni | — | 106,250 | 212,500 | 425,000 | — | — | — | — | — | | | 3/8/2024(4) | — | — | — | — | — | — | 128,294 | 925,000 | | | 3/8/2024(5) | — | — | — | 21,383 | 42,765 | — | — | 308,335 | | | 2/28/2024(6) | — | — | — | 32,942 | 65,884 | — | — | 573,850 | | | 2/28/2024(7) | — | — | — | 16,347 | 32,694 | — | — | 284,765 | | Ryan Pardo | — | 87,500 | 175,000 | 350,000 | — | — | — | — | — | | | 3/8/2024(4) | — | — | — | — | — | — | 124,826 | 899,995 | | | 3/8/2024(5) | — | — | — | 20,805 | 41,609 | — | — | 300,001 | | | 2/28/2024(6) | — | — | — | 32,051 | 64,102 | — | — | 558,328 | | | 2/28/2024(7) | — | — | — | 15,885 | 31,770 | — | — | 276,717 | | Ann Varanakis | — | 87,500 | 175,000 | 350,000 | — | — | — | — | — | | | 3/8/2024(4) | — | — | — | — | — | — | 83,217 | 599,995 | | | 3/8/2024(5) | — | — | — | 13,870 | 27,740 | — | — | 200,005 | | | 2/28/2024(6) | — | — | — | 16,026 | 32,052 | — | — | 279,173 | | Danish Qureshi | — | 131,250 | 262,500 | 525,000 | — | — | — | — | — | | | 3/8/2024(4) | — | — | — | — | — | — | 208,044 | 1,499,997 | | | 3/8/2024(5) | — | — | — | 80,907 | 161,813 | — | — | 1,166,672 | | | 2/28/2024(6) | — | — | — | 124,644 | 249,288 | — | — | 2,171,298 | | | 2/28/2024(7) | — | — | — | 18,611 | 37,221 | — | — | 324,195 | | | 6/30/2024(8) | — | — | — | — | 161,812 | — | — | — | | | —(9) | — | — | — | — | — | — | — | 6,494,553 | | Kevin Mullins | — | 87,500 | 175,000 | 350,000 | — | — | — | — | — | | | 3/8/2024(4) | — | — | — | — | — | — | 124,826 | 899,995 | | | 3/8/2024(5) | — | — | — | 20,805 | 41,609 | — | — | 300,001 | | | 2/28/2024(6) | — | — | — | 32,051 | 64,102 | — | — | 558,328 | | | 2/28/2024(7) | — | — | — | 12,741 | 25,481 | — | — | 221,940 |

  37. Grants of Plan-Based Awards Table

    (1) Represents annual cash bonus opportunities granted under our annual bonus program for 2024. As described under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual Bonus Plan” above, each named executive officer was eligible to receive a target annual bonus equal to a percentage of his or her annual base salary. The actual amount paid to our named executive officers under the 2024 annual bonus program is included in the Summary Compensation Table above, in the column labeled “Non-Equity Incentive Plan Compensation.” Messrs. Qureshi and Mullins did not receive any bonus payment in respect of 2024 due to their terminations of employment during 2024. (2) Represents threshold and target potential future payouts performance-based RSUs granted to our named executive officers. No maximum is reported in this table because the performance-based RSUs do not provide for potential payouts above target. (3) Reflects the grant date fair value of time-based and performance-based RSU awards granted in 2024 (or, for Mr. Qureshi’s awards described in footnote (9) to this Grants of Plan-Based Awards Table, the incremental fair value related to adjustments to his time- and performance-based RSU awards, time- and performance-based option award, and performance-based restricted stock award made in connection with his termination of employment), in each case, determined in accordance with ASC Topic 718, and, with respect to performance-based RSUs, determined as described in footnote (2) to the Summary Compensation Table. (4) Represents a time-based RSU award granted in 2024. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term equity incentive awards” above. Represents a performance-based RSU award granted in 2024. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2024 performance targets applicable to the award. As described in more detail under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above, the performance-based RSU awards granted in 2024 are earned based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA** targets (up to 50%) for each of 2024, 2025, and 2026 (1/3 each year) and vest on the date the achievement of such targets is determined by our compensation committee, in each case, generally subject to continued service through such vesting date. The revenue and Adjusted EBITDA** targets were not established for the 2025 and 2026 performance periods prior to December 31, 2024 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2024 from an accounting perspective and are therefore not included in this table (except as described in footnote (8) to this Grants of Plan-Based Awards Table for Mr. Qureshi). Represents a performance-based RSU award granted in 2023 which was eligible to vest based on performance in 2024 and for which the performance targets were established during 2024 and, as a result, such award was considered granted in 2024 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2024 performance targets applicable to the award. As described in more detail under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above, the performance-based RSU awards granted in 2023 are eligible to vest based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA** targets (up to 50%) for each of 2024 and 2025 (1/3 each year) and vest on the date the achievement of such targets is determined by our compensation committee, in each case, generally subject to continued service through such vesting date. The revenue and Adjusted EBITDA** targets were not established for the 2025 performance period prior to December 31, 2024 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2024 from an accounting perspective and are therefore not included in this table. (7) Represents a performance-based RSU award granted in 2022 which was eligible to vest based on performance in 2024 and for which the performance targets were established during 2024 and, as a result, such award was considered granted in 2024 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2024 performance targets applicable to the award. As described in more detail under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above, the performance-based RSU awards granted in 2022 are eligible to vest based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA** targets (up to 50%) for 2024 (1/3 each year) and vest on the date the achievement of such targets is determined by our compensation committee, in each case, generally subject to continued service through such vesting date. (8) Represents the performance-based RSUs granted to Mr. Qureshi in 2024 that were originally eligible to vest based on performance in 2026 and which were considered granted from an accounting perspective upon Mr. Qureshi's termination of employment as a result of the adjustments made to such award in connection with his termination of employment. (9) Represents the incremental fair value associated with the modification of Mr. Qureshi's stock and option awards in connection with his termination of employment. See footnotes (2) and (3) to the Summary Compensation Table. Agreements with Our Named Executive Officers Each of our currently employed named executive officers other than Mr. Pardo is party to an employment agreement or offer letter with us that sets forth the terms and conditions of his or her employment and, prior to their terminations of employment, each of Mr. Qureshi, and Mr. Mullins was party to an employment agreement with us. The material terms of the agreements are described below (in the case of each of Mr. Qureshi, and Mr. Mullins, as in effect prior to his respective termination of employment). The terms “cause” and “good reason” referred to below are defined in the respective named executive officer’s agreement. Mr. Burdick. In connection with his appointment as Chief Executive Officer, effective September 7, 2022, we entered into an employment agreement with Mr. Burdick (which has subsequently been amended as described below) that provides for an entitlement to an annual base salary and an annual bonus opportunity (each of which has subsequently been adjusted as described herein) with the actual amount of such bonus based upon achievement of performance objectives determined by our Board of Directors or the compensation committee. Under the agreement, Mr. Burdick is entitled to reimbursement for business expenses (including annual access to a specified number of flight hours of private aircraft service for business travel) in accordance with the Company’s reimbursement policies. In connection with Mr. Burdick’s transition from his role as our Chief Executive Officer, effective March 3, 2025, we entered into an amendment to employment agreement with Mr. Burdick under which he will serve as the Executive Chairperson of our Board of Directors and is entitled to a reduced annual base salary of $200,000 and a target annual bonus of 100% of his base salary, blended for the year ending December 31, 2025 based on the portions of such year that the applicable target bonus and base salary were in effect.

  38. Grants of Plan-Based Awards Table

    Mr. Bourdon. In connection with his appointment as Chief Financial Officer and Treasurer of the Company, effective November 10, 2022, we entered into an employment agreement with Mr. Bourdon (which has subsequently been amended as described below) that provides for an entitlement to an annual base salary and an annual bonus opportunity (each of which has subsequently been adjusted as described herein) with the actual amount of such bonus based upon achievement of performance objectives determined by our Board of Directors or the compensation committee. In connection with his commencement of employment, pursuant to his employment agreement, the Company issued Mr. Bourdon a one-time signing bonus in the amount of $1,000,000, payable in shares of the Company’s common stock based on the closing price of the Company’s common stock on November 10, 2022 and which is subject to repayment by Mr. Bourdon if his employment terminates prior to November 10, 2026 for any reason other than as a result of a termination of employment by the Company without cause or a resignation by Mr. Bourdon for good reason. In connection with his transition to his role as our Chief Executive Officer, effective March 3, 2025, we entered into an amendment to employment agreement with Mr. Bourdon that reflects his promotion and provides for an annual base salary of $700,000 and a target annual bonus equal to 100% of his annual base salary, blended for the year ending December 31, 2025 based on the portions of such year that the applicable target bonus and base salary were in effect. Mr. Pantaleoni. On September 8, 2020, we entered into an offer letter agreement with Mr. Pantaleoni that provides for his entitlement to an annual base salary and incentive bonus opportunity, each of which has subsequently been increased. Ms. Varanakis. On January 25, 2023, we entered into an offer letter agreement with Ms. Varanakis that provides for her entitlement to an annual base salary, which has subsequently been increased, and incentive bonus opportunity. Mr. Qureshi and Mr. Mullins. Prior to their terminations of employment, we were party to an employment agreement with each of Mr. Qureshi and Mr. Mullins. Each of our named executive officers other than Ms. Varanakis is bound by certain restrictive covenant obligations, including covenants relating to confidentiality and assignment of inventions, as well as covenants not to compete or solicit certain of our service providers, customers, and suppliers during his or her employment and for a period thereafter (generally, eighteen (18) months after termination of employment, but three (3) years after termination of employment in the case of Mr. Pantaleoni’s non-solicitation obligations and one (1) year after termination of employment in the case of Mr. Mullins). In addition, in connection with his sale of equity interests in the TPG Acquisition (as defined below), each of Mr. Pardo, Mr. Qureshi, and Mr. Mullins agreed not to disparage, compete, or solicit certain of our service providers for a period of four years, and not to disclose confidential information for a period of five years, in each case, after May 14, 2020.

  39. Outstanding Equity Awards at Fiscal Year-end Table

    Outstanding Equity Awards at Fiscal Year-end Table The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2024:

  40. Outstanding Equity Awards at Fiscal Year-end Table

    | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Vesting Start Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Kenneth Burdick | 9/7/2022 | 9/7/2022 | 1,567,424 | 1,567,422(2) | 6,269,693(3) | 7.61 | 9/7/2032 | — | — | — | — | | | 3/6/2023 | — | — | — | — | — | — | 1,816,239(4) | 13,385,681 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 408,653(5) | 3,011,773 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 364,077(6) | 2,683,247 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 283,172(7) | 2,086,978 | — | — | | | 2/28/2024 | — | — | — | — | — | — | 423,790(8) | 3,123,332 | — | — | | David Bourdon | 11/10/2022 | 11/10/2022 | 208,334 | 208,332(2) | 833,334(3) | 5.53 | 11/10/2032 | — | — | — | — | | | 3/6/2023 | — | — | — | — | — | — | 120,192(5) | 885,815 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 104,022(6) | 766,642 | — | — | | | 3/8/2024 | — | | — | — | — | — | 80,906(7) | 596,277 | — | — | | | 2/28/2024 | — | — | — | — | — | — | 124,644(8) | 918,626 | — | — | | Pablo Pantaleoni | 11/10/2020 | — | — | — | — | — | — | — | — | 167,468(9) | 1,234,239 | | | 4/21/2022 | 4/1/2022 | — | — | — | — | — | 49,042(10) | 361,440 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 148,236(5) | 1,092,499 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 128,294(6) | 945,527 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 42,765(7) | 315,178 | — | — | | | 2/28/2024 | — | — | — | — | — | — | 65,884(8) | 485,565 | — | — | | | 2/28/2024 | — | — | — | — | — | — | 32,694(11) | 240,955 | — | — | | Ryan Pardo | 5/14/2020 | — | — | — | — | — | — | — | — | 334,936(9) | 2,468,478 | | | 4/21/2022 | 4/1/2022 | — | — | — | — | — | 47,655(10) | 351,217 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 144,230(5) | 1,062,975 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 124,826(6) | 919,968 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 41,609(7) | 306,658 | — | — | | | 2/28/2024 | — | — | — | — | — | — | 64,102(8) | 472,432 | — | — | | | 2/28/2024 | — | — | — | — | — | — | 31,770(11) | 234,145 | — | — | | Ann Varanakis | 8/23/2022 | — | — | — | — | — | — | 38,974(10) | 287,238 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 72,114(5) | 531,480 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 83,217(6) | 613,309 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 27,740(7) | 204,444 | — | — | | | 2/28/2024 | — | — | — | — | — | — | 32,052(8) | 236,223 | — | — | | Danish Qureshi (13) | 5/14/2020 | — | — | — | — | — | — | — | — | 753,608(9) | 5,554,091 | | | 4/21/2022 | 4/1/2022 | — | — | — | — | — | 55,832(10) | 411,482 | — | — | | | 9/7/2022 | 9/7/2022 | 470,228 | 470,226(2) | 1,880,908(3) | 7.61 | 9/7/2032 | — | — | — | — | | | 3/6/2023 | — | — | — | — | — | — | 240,384(5) | 1,771,630 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 208,044(6) | 1,533,284 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 161,813(7) | 1,192,562 | — | — | | | 2/28/2024 | — | — | — | — | — | — | 249,288(8) | 1,837,253 | — | — | | | 2/28/2024 | — | — | — | — | — | — | 37,221(11) | 274,319 | — | — | | | 6/30/2024 | — | — | — | — | — | — | — | — | 161,812(12) | 1,192,554 | | Kevin Mullins (14) | — | — | — | — | — | — | — | — | — | — | — |

  41. Outstanding Equity Awards at Fiscal Year-end Table

    (1) Based on the closing price of a share of our common stock on December 31, 2024, the last trading day in 2024 ($7.37). (2) Represents options to purchase shares of our common stock that vested as to one-fourth (1/4) of the underlying shares on each of the first and second anniversaries of the vesting start date listed above and will vest as to one-fourth (1/4) of the underlying shares on each of the third and fourth anniversaries of the vesting start date listed above, generally subject to the named executive officer’s continued service through each such vesting date. If the named executive officer’s employment is terminated by us without cause or by him for good reason, in either case, within six months prior to or within twelve (12) months following a change in control, the underlying shares will vest in full upon the later of the change in control or such termination of employment. (3) Represents options to purchase shares of our common stock that are subject to time- and performance-based vesting, with 25% of the shares subject to such options eligible to vest beginning on each of the first four anniversaries of the vesting start date listed above to the extent specified average trading stock price hurdles are achieved, generally subject to the named executive officer’s continued service. Upon a change in control, the options will vest based on actual performance through such change in control. If the named executive officer’s employment is terminated by us without cause or by him for good reason, the options will vest based on actual performance through such termination of employment. If the named executive officer’s employment is terminated by us without cause or by him for good reason, in either case, within six months prior to a change in control, the options will remain outstanding and eligible to vest in connection with such change in control. Represents time-based RSUs that vest over a five-year period with 50% of the RSUs vesting on the third anniversary of the grant date and 25% of the RSUs vesting on each of the fourth and fifth anniversaries of the grant date, in each case, generally subject to Mr. Burdick’s continued service through the vesting date. Represents time-based RSUs that vested as to one-fourth (1/4) of the RSUs on the first anniversary of the grant date and will vest as to one-fourth (1/4) of the RSUs on each of the second, third, and fourth anniversaries of the grant date, generally subject to the named executive officer’s continued service through the applicable vesting date. Represents time-based RSUs that vested as to one-fourth (1/4) of the RSUs on the first anniversary of the grant date and will vest as to one-fourth (1/4) of the RSUs on each of the second, third and fourth anniversaries of the grant date, generally subject to the named executive officer’s continued service through the applicable vesting date. (7) Represents performance-based RSUs granted in 2024 that have a one-year performance period ending on December 31, 2024 that were eligible to vest in 2025 upon the compensation committee’s determination of the achievement of pre-established performance metrics, generally subject to the named executive officer’s continued service through the vesting date. These RSUs vested at target performance (100%) in 2025 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award. The number of RSUs reported in the table are based on target performance (100%). Does not include any performance-based RSUs granted in 2024 that are eligible to be earned based on performance during 2025 or 2026, as such RSUs were not considered to have been granted from an accounting perspective prior to December 31, 2024 (except as noted herein for Mr. Qureshi). For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above. (8) Represents performance-based RSUs granted in 2023 which had a one-year performance period ending on December 31, 2024 that were eligible to vest in 2025 upon the compensation committee’s determination of the achievement of pre-established performance metrics, generally subject to the named executive officer’s continued service through the vesting date. The performance targets were established during 2024 and, as a result, such awards were considered granted in 2024 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2024 performance targets applicable to the award. These RSUs vested at target performance (100%) in 2025 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award. The number of RSUs reported in the table are based on target performance (100%). Does not include any performance-based RSUs granted in 2023 that are eligible to be earned based on performance during 2025, as such RSUs were not considered to have been granted from an accounting perspective prior to December 31, 2024. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above. (9) Represents shares of restricted stock received in exchange for Class B Units held by the named executive officer in connection with our initial public offering that are subject to performance-based vesting conditions and are eligible to vest depending on TPG’s achievement of specified return on investment thresholds, which may be satisfied based on our average trading stock price on specified measurement dates, generally subject to the named executive officer’s continued service with us through the applicable vesting date. For Mr. Pardo only, if the named executive officer’s employment is terminated by us without cause or by him for good reason, the shares of restricted stock remain outstanding and eligible to vest for six months following such termination of employment. (10) Represents RSUs that vested as to one-fourth (1/4) of the RSUs on each of the first and second anniversaries of the vesting start date listed above and will vest as to one-fourth (1/4) of the RSUs on each of the third and fourth anniversaries of the vesting start date listed above, generally subject to the named executive officer’s continued service through the applicable vesting date. (11) Represents performance-based RSUs granted in 2022 which had a one-year performance period ending on December 31, 2024 and were eligible to vest in 2025 upon the compensation committee’s determination of the achievement of pre-established performance metrics, generally subject to the named executive officer’s continued service through such vesting date. The performance targets were established during 2024 and, as a result, such awards were considered granted in 2024 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2024 performance targets applicable to the award. The number of RSUs reported in the table are based on target performance (100%). These RSUs vested at target performance (100%) in 2025 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above. (12) Represents performance-based RSUs granted in 2024 which were originally eligible to vest based on performance in 2026 and are now only eligible to vest if there is a change in control within twenty-four (24) months following Mr. Qureshi’s termination of employment. The number of RSUs reported in the table are based on target performance (100%). (13)

  42. Outstanding Equity Awards at Fiscal Year-end Table

    In connection with Mr. Qureshi’s termination of employment, the Company agreed that, notwithstanding his termination of employment, Mr. Qureshi’s unvested equity awards will remain outstanding and eligible to vest following his termination of employment for certain periods of time as described below under “Potential Payments Upon Termination or Change in Control—Qureshi Separation.” Mr. Mullins did not hold any outstanding equity awards as of December 31, 2024.

  43. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information for each of our named executive officers regarding stock awards vested during the fiscal year ended December 31, 2024. None of our named executive officers exercised options during 2024.

  44. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Kenneth Burdick | 560,008 | 3,561,651 | | David Bourdon | 164,708 | 1,167,780 | | Pablo Pantaleoni | 172,513 | 1,170,215 | | Ryan Pardo | 321,693 | 1,908,051 | | Ann Varanakis | 75,578 | 518,115 | | Danish Qureshi | 578,214 | 3,579,137 | | Kevin Mullins | 330,232 | 1,912,637 |

  45. Option Exercises and Stock Vested

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

  46. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation None of our named executive officers participated in or received benefits from a pension plan or from a nonqualified deferred compensation plan during fiscal year 2024 or prior years.

  47. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Mr. Burdick. Under his employment agreement, if Mr. Burdick’s employment is terminated by the Company without cause or if Mr. Burdick resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of eighteen (18) months following termination, (ii) an amount equal to his annual bonus for the year of termination, based on actual performance and pro-rated to reflect the portion of the calendar year during which he was employed (“Pro-Rata Bonus”), (iii) payment of his full COBRA premiums for eighteen (18) months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iv) if Mr. Burdick elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for eighteen (18) months following his termination, subject to his eligibility for such continued participation. In addition, under the amendment to his employment agreement effective March 3, 2025, if (A) Mr. Burdick’s employment is terminated by the Company without cause or if Mr. Burdick resigns for good reason, or (B) Mr. Burdick retires by mutual agreement with our Board of Directors, any unvested and outstanding time-vesting equity awards held by Mr. Burdick as of such termination that were scheduled to vest in the twelve (12)-month period immediately following such termination will vest in full as of such termination and any performance-vesting equity awards will remain outstanding and eligible to vest based on actual performance for twelve (12) months following such termination. If his employment is terminated due to his death or disability, he will receive a Pro-Rata Bonus and, upon a termination due to his disability, six months of base salary continuation (reduced by any wage continuation payments received under any of our health and disability insurance plans). Mr. Burdick is also eligible to receive severance payments and benefits under the Change in Control Policy, as described below, upon a termination of his employment in certain circumstances within the specified change in control period (without duplication with respect to any severance benefits he is entitled to under his employment agreement), which payments and benefits shall be no less favorable than those in effect under the policy on the effective date of his employment agreement. Mr. Bourdon. Under his employment agreement, if Mr. Bourdon’s employment is terminated by the Company without cause or if Mr. Bourdon resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of twelve (12) months following termination, (ii) payment of his full COBRA premiums for twelve (12) months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iii) if Mr. Bourdon elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for twelve (12) months following his termination, subject to his eligibility for such continued participation. Mr. Bourdon is also eligible to receive severance payments and benefits under the Change in Control Policy, as described below, upon a termination of his employment in certain circumstances within the specified change in control period (without duplication with respect to any severance benefits he is entitled to under his employment agreement), which payments and benefits shall be no less favorable than those in effect under the policy on the effective date of his employment agreement. Change in Control Policy. On August 9, 2022, our Board of Directors approved the Change in Control Policy pursuant to which certain of our employees are eligible to participate, including each of our currently employed named executive officers. The terms “cause,” “good reason,” and “change in control” referred to below are defined in the Change in Control Policy. Under the Change in Control Policy, if a participant’s employment is terminated by the Company without cause or by the participant for good reason, in either case other than during the period beginning six months before a change in control and ending twelve (12) months after the change in control, he or she will be eligible to receive: (i) continued payment of the participant’s base salary for a period of twelve (12) months following termination, (ii) monthly payments equal to the participant’s premium costs for continued coverage under our health, dental and other insurance plans for a period of twelve (12) months following termination, and (iii) for Messrs. Burdick and Bourdon only, a pro-rata portion of his annual cash bonus for the year of termination based on actual performance. Under the Change in Control Policy, if a participant’s employment is terminated by the Company without cause or by the participant for good reason, in either case during the period beginning six months before a change in control and ending twelve (12) months after the change in control, the participant will be eligible to receive: (i) a lump sum payment equal to twelve (12) months of the participant’s base salary (or twenty-four (24) months for Messrs. Burdick and Bourdon), (ii) a lump sum payment equal to the participant’s target annual bonus for the year of termination, (iii) twelve (12) monthly payments (or twenty-four (24) for Messrs. Burdick and Bourdon) equal to the participant’s premium costs for continued coverage under our health, dental and other insurance plans, and (iv) except to the extent that an award agreement or employment agreement entered into before the effective date of the Change in Control Policy provides for more favorable vesting terms or the terms of an award agreement entered after the effective date of the Change in Control Policy provides otherwise, (x) full acceleration of the vesting of all of the participant’s unvested and outstanding time-based equity awards and performance-based equity awards originally granted on or after June 9, 2021 (it being understood that such performance-based awards shall be deemed earned at the change in control assuming target performance and shall thereafter be converted into time-based equity awards) and (y) vesting of the participant’s unvested and outstanding performance-based equity awards originally granted prior to June 9, 2021 based on actual performance through the change in control. Severance Subject to Release of Claims and Compliance with Restrictive Covenants. Our obligation to provide severance payments and other benefits to any named executive officer under an employment agreement (other than in connection with a termination due to death) or under the Change in Control Policy is conditioned on the executive signing a release of claims in our favor and continued compliance with any restrictive covenant obligations owed to us. Section 280G of the Code. The Change in Control Policy provides for a Section 280G “better of provision” such that payments or benefits that each participant receives in connection with a change in control will be reduced to the extent necessary to avoid the imposition of any excise tax under Sections 280G and 4999 of the Code if such reduction would result in a greater after tax payment amount for such participant than if he or she had been paid the full amount of such payments or benefits, with such amount subject to the excise tax. Qureshi Separation.

  48. Potential Payments Upon Termination or Change in Control

    In connection with Mr. Qureshi’s termination of employment as President and Chief Operating Officer effective June 30, 2024, Mr. Qureshi, the Company, and certain affiliates of the Company entered into the Qureshi Separation Agreement. Under the Qureshi Separation Agreement, the Company agreed to pay Mr. Qureshi his base salary, as in effect on June 30, 2024, for a period of eighteen (18) months following the termination of his employment. In addition, pursuant to the Qureshi Separation Agreement, (i) all of Mr. Qureshi’s unvested equity awards will remain outstanding and eligible to vest pursuant to their terms for eighteen (18) months following his termination of employment, (ii) to the extent Mr. Qureshi’s unvested equity awards do not vest within such eighteen (18)-month period following his termination of employment, such unvested equity awards will continue to remain outstanding for a period of twenty-four (24) months following his termination of employment and eligible for the treatment set forth in the Change in Control Policy or the applicable equity award agreement, as applicable, if a change in control (as defined in the Qureshi Separation Agreement) occurs within such twenty-four (24)-month period, and (iii) Mr. Qureshi’s stock options that are vested or become vested will remain exercisable for twenty-seven (27) months following his termination of employment (or, if earlier, until the option’s applicable expiration date). In addition, pursuant to the Qureshi Separation Agreement, Mr. Qureshi has agreed that, for one year following his termination of employment, Company equity owned by Mr. Qureshi will remain subject to certain transfer restrictions. The payments and benefits under the Qureshi Separation Agreement are conditioned on Mr. Qureshi’s continued compliance with the restrictive covenants by which he is bound. Mullins Separation. Mr. Mullins did not receive any payments or benefits in connection with his separation from employment.

  49. Estimated Severance Payments

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | | | | | | | | Kenneth Burdick | David Bourdon | Pablo Pantaleoni | Ryan Pardo | Ann Varanakis | Danish Qureshi | | Involuntary Termination Not in Connection with a Change in Control (1) | | | | | | | | Salary Continuation | $900,000 | $500,000 | $425,000 | $350,000 | $350,000 | $525,000 | | Pro-Rata Bonus | $1,233,000 | $— | $— | $— | $— | $— | | Continued Health Care Benefits | $32,365 | $29,302 | $29,302 | $— | $9,713 | $— | | LTIP Modifications (2) | $— | $— | $— | $— | $— | $6,494,553 | | Total | $2,165,365 | $529,302 | $454,302 | $350,000 | $359,713 | $7,019,553 | | Involuntary Termination in Connection with a Change in Control (3) | | | | | | | | Salary Severance | $1,200,000 | $500,000 | $425,000 | $350,000 | $350,000 | $— | | Target Annual Bonus | $900,000 | $375,000 | $212,500 | $175,000 | $175,000 | $— | | Accelerated LTIP (4) | $31,588,277 | $5,661,872 | $4,557,063 | $4,433,143 | $2,517,776 | $— | | Continued Health Care Benefits | $43,153 | $29,302 | $29,302 | $— | $9,713 | $— | | Total | $33,731,430 | $6,566,174 | $5,223,865 | $4,958,143 | $3,052,489 | $— | | Death (5) | | | | | | | | Pro-Rata Bonus | $1,233,000 | $— | $— | $— | $— | $— | | Total | $1,233,000 | $— | $— | $— | $— | $— | | Disability (6) | | | | | | | | Salary Continuation | $300,000 | $— | $— | $— | $— | $— | | Pro-Rata Bonus | $1,233,000 | $— | $— | $— | $— | $— | | Total | $1,533,000 | $— | $— | $— | $— | $— |

  50. Director Compensation

    Director Compensation The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors for their services to us during fiscal year 2024. Mr. Burdick’s compensation for 2024 is included with that of our other named executive officers above.

  51. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Robert Bessler | 50,000 | 199,997 | 249,997 | | Darren Black (3) | — | — | — | | Jeffrey Crisan (3) | — | — | — | | Teresa DeLuca, M.D. (4) | 40,659 | 399,995 | 440,654 | | William Miller | 50,000 | 199,997 | 249,997 | | Jeffrey Rhodes (3) | — | — | — | | Eric Shuey | 70,000 | 199,997 | 269,997 | | Katherine Wood (3) | — | — | — | | Seema Verma | 50,000 | 199,997 | 249,997 |

  52. Director Compensation

    (1) Amounts reported in this column reflect cash fees earned in fiscal year 2024. (2) Amounts reported in this column represent the grant date fair value of RSU awards granted during 2024. The grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. The assumptions used in calculating the grant date fair value of RSUs reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2024. As of December 31, 2024, our nonemployee directors held the following shares of unvested restricted stock and unvested RSUs:

  53. Director Compensation

    | Non-employee Director | Number of Unvested Shares of Restricted Stock | Number of Unvested RSUs | | Robert Bessler | 23,363 | 36,363 | | Darren Black | — | — | | Jeffrey Crisan | — | — | | Teresa DeLuca, M.D. | — | 71,574 | | William Miller | 16,837 | 43,623 | | Jeffrey Rhodes | — | — | | Eric Shuey | 23,363 | 36,363 | | Katherine Wood | — | — | | Seema Verma | — | 52,275 |

  54. Director Compensation

    (3) Directors who are affiliated with our shareholders do not receive compensation for their services on our Board of Directors. (4) Dr. DeLuca was appointed to our Board of Directors effective March 12, 2024.

  55. Independent Director Compensation Policy

    Independent Director Compensation Policy In May 2023, our Board of Directors adopted a non-employee director compensation policy pursuant to which our independent non-employee directors are compensated as follows, beginning for the third quarter of 2023: • each independent non-employee director receives an annual cash fee of $50,000; • each independent non-employee director receives an annual grant of RSUs with a grant date fair market value of approximately $200,000 (pro-rated for a director's first year of service on the Board of Directors); and • each independent non-employee director receives an initial grant of RSUs with a grant date fair market value of approximately $400,000. Mr. Shuey also receives an additional $20,000 annual cash retainer for his service as chairman of our Audit Committee. The annual RSU awards granted to our non-employee directors vest in full on the first anniversary of the grant date, or the date of our next annual meeting of shareholders, if sooner, in each case, subject to the director’s continued service on our Board of Directors. The RSUs fully vest on a change in control of the Company. Pursuant to the terms of the 2021 Plan, the aggregate value of all compensation granted or paid to any director with respect to any calendar year, including awards granted under the 2021 Plan and cash fees or other compensation paid by us to such director outside of the 2021 Plan for services as a director during such calendar year, is subject to a limit of $750,000 in the aggregate ($1,000,000 in the aggregate with respect to a director’s first year of service on our Board of Directors). In accordance with our non-employee director compensation policy, on July 21, 2024, each of Messrs. Bessler, Miller, and Shuey, Ms. Verma, and Dr. DeLuca was granted 36,363 RSUs, which vest in full on the earlier of June 1, 2025 or the date of our next annual meeting of shareholders, subject to the director’s continued service on our Board of Directors. The RSUs also fully vest on a change in control of the Company. On August 14, 2024, Dr. DeLuca was also granted 35,211 RSUs, which vest in full on the earlier of June 1, 2025 or the date of our next annual meeting of shareholders, subject to her continued service on our Board of Directors. The RSUs also fully vest on a change in control of the Company.

  56. Pay Versus Performance

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

  57. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Mr. Burdick(1) | Summary Compensation Table Total for Mr. Lester(1) | Compensation Actually Paid to Mr. Burdick(2) | Compensation Actually Paid to Mr. Lester(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return (Russell 2500 Health Care Index)(6) | Net Loss(7) (in thousands) | Company Selected Measure: Adjusted EBITDA(8) (in thousands) | | 2024 | 10,204,676 | N/A | 4,141,057 | N/A | 4,174,029 | (1,685,441) | 34 | 70 | (57,443) | 119,742 | | 2023 | 14,829,496 | N/A | 39,438,062 | N/A | 2,542,147 | 3,598,675 | 36 | 68 | (186,262) | 59,042 | | 2022 | 40,953,095 | 9,808,706 | 27,350,996 | (25,950,275) | 9,475,625 | (141,744) | 23 | 65 | (215,564) | 52,670 | | 2021 | N/A | 147,001,804 | N/A | 118,763,423 | 38,859,218 | 23,022,181 | 43 | 91 | (307,197) | 49,154 |

  58. Pay Versus Performance

    (1) The amounts reported in these columns represent the amounts of total compensation reported in the “Total” column of the Summary Compensation Table in each applicable year for Mr. Burdick, who served as our Chief Executive Officer starting on September 7, 2022 and throughout all of 2023 and 2024, and/or Michael K. Lester, who served as our President and Chief Executive Officer during 2021 and 2022 until he retired from such position effective September 7, 2022. (2) The amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Burdick and/or Mr. Lester, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Burdick or Mr. Lester during the applicable year and were not considered by the compensation committee at the time it made decisions with respect to Mr. Burdick’s or Mr. Lester’s compensation. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Burdick’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:

  59. Pay Versus Performance

    | | Year | | | | | Calculation of "Compensation Actually Paid" to Kenneth Burdick | 2024 | 2023 | 2022 | 2021 | | Reported Summary Compensation Table ("SCT") Total for Mr. Burdick | 10,204,676 | 14,829,496 | 40,953,095 | N/A | | Amounts reported in the "Stock Awards" and "Option Awards" columns of the SCT | (8,357,876) | (13,423,219) | (40,753,003) | N/A | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | 7,893,557 | 21,805,767 | 27,150,904 | N/A | | Change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | (408,072) | 148,959 | — | N/A | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | — | — | — | N/A | | Change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | (5,191,228) | 16,077,059 | — | N/A | | Fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | — | — | — | N/A | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | — | — | — | N/A | | Compensation Actually Paid to Mr. Burdick | 4,141,057 | 39,438,062 | 27,350,996 | N/A |

  60. Pay Versus Performance

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

  61. Pay Versus Performance

    | | Year | | | | | Calculation of "Compensation Actually Paid" to Michael K. Lester | 2024 | 2023 | 2022 | 2021 | | Reported Summary Compensation Table ("SCT") Total for Mr. Lester | N/A | N/A | 9,808,706 | 147,001,804 | | Amounts reported in the "Stock Awards" column of the SCT | N/A | N/A | (9,242,960) | (146,263,703) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | N/A | N/A | 5,101,943 | 15,736,212 | | Change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | N/A | N/A | (8,298,049) | 32,893,266 | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | N/A | N/A | — | — | | Change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | N/A | N/A | (23,319,915) | 69,395,844 | | Fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | N/A | N/A | — | — | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | N/A | N/A | — | — | | Compensation Actually Paid to Mr. Lester | N/A | N/A | (25,950,275) | 118,763,423 |

  62. Pay Versus Performance

    The valuation assumptions used to calculate the fair values of options, RSUs, and restricted stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the compensation committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. (3) The amounts reported in this column represent the average amounts of total compensation reported for our non-PEO Named Executive Officers as a group in the “Total” column of the Summary Compensation Table for each corresponding year. The non-PEO Named Executive Officers included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024: David Bourdon, Pablo Pantaleoni, Ryan Pardo, Ann Varanakis, Danish Qureshi and Kevin Mullins; (ii) for 2023, David Bourdon, Danish Qureshi, Pablo Pantaleoni, and Ryan Pardo; (iii) for 2022, Danish Qureshi and David Bourdon; and (iv) for 2021, J. Michael Bruff and Gwen H. Booth. (4) The amounts reported in this column represent the average amount of “compensation actually paid” to our non-PEO Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO Named Executive Officers as a group during the applicable year and were not considered by the compensation committee at the time it made decisions with respect to the compensation of our non-PEO Named Executive Officers. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for our non-PEO Named Executive Officers as a group for each year to determine the compensation actually paid:

  63. Pay Versus Performance

    | | Year | | | | | Calculation of "Compensation Actually Paid" to Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | | Average Summary Compensation Table ("SCT") Total for non-PEO NEOs | 4,174,029 | 2,542,147 | 9,475,625 | 38,859,218 | | Average amounts reported in the "Stock Awards" and "Option Awards" columns of the SCT | (3,543,687) | (1,866,597) | (9,277,525) | (36,661,697) | | Average fair value (as of year end) of equity awards granted during the year that remain unvested at year end | 699,259 | 1,050,879 | 3,201,808 | 3,872,889 | | Average change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | (58,946) | 729,129 | (903,301) | 3,654,809 | | Average fair value (as of the vesting date) of equity awards that were granted and vested during the year | — | — | 1,000,001 | 1,730,994 | | Average change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | (685,123) | 1,310,562 | (3,638,352) | 11,565,968 | | Average fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | (2,270,973) | (167,445) | — | — | | Average value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | — | — | — | — | | Average Compensation Actually Paid to non-PEO NEOs | (1,685,441) | 3,598,675 | (141,744) | 23,022,181 |

  64. Pay Versus Performance

    The valuation assumptions used to calculate the fair values of options, RSUs, and restricted stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the compensation committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. The amounts reported in this column represent the cumulative total return on $100 invested in the Company’s common stock as of June 10, 2021 (the date on which our common stock began trading on Nasdaq) through the last trading day for the applicable fiscal year in the table. The Company has not paid any dividends since its IPO. (6) The amounts reported in this column represent the weighted cumulative total return on $100 invested as of June 10, 2021 (the date on which our common stock began trading on Nasdaq) through the last trading day for the applicable fiscal year in the table, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Russell 2500 Health Care Index, which is the same peer group used in our Annual Report on Form 10-K for fiscal year 2024 for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented. (7) The amounts reported in this column represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. (8) The amounts reported in this column represent Adjusted EBITDA**, our Company-Selected Measure, which we believe is the most important financial measure used to link compensation actually paid to our named executive officers to Company performance for 2024. Adjusted EBITDA** is defined in the “Compensation Discussion and Analysis” section of this Proxy Statement.

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

    Analysis of the Information Presented in the Pay Versus Performance Table Relationship between Compensation Actually Paid and Company TSR The graph below sets forth the relationship between “compensation actually paid” to Mr. Burdick, “compensation actually paid” to Mr. Lester, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2024. Relationship between Compensation Actually Paid and Net Income (Loss) The graph below sets forth the relationship between “compensation actually paid” to Mr. Burdick, “compensation actually paid” to Mr. Lester, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s Net Income (Loss). Relationship between Compensation Actually Paid and Adjusted EBITDA The graph below sets forth the relationship between “compensation actually paid” to Mr. Burdick, “compensation actually paid” to Mr. Lester, and the average “compensation actually paid” to our Non-PEO NEOs, and our Company-Selected Measure, Adjusted EBITDA**. Comparison of Company TSR and Peer Group TSR The graph below compares the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2024 to the cumulative TSR of the Russell 2500 Health Care Index over the same period. Performance Measures As described in greater detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company for the most recently completed fiscal year to link executive compensation actually paid to the Company’s named executive officers to the Company’s performance are as follows: Adjusted EBITDA** • Revenue • Free Cash Flow* No other financial performance measures were used by the Company in its executive compensation program for the most recently completed fiscal year.

  66. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the following information describes the relationship of the median of the annual total compensation of our employees (other than our former Chief Executive Officer) and the annual total compensation of Kenneth Burdick, who served as our Chief Executive Officer for all of 2024. To identify the median employee and determine the annual total compensation of that median employee, we prepared a list of all our full-time, part-time, and temporary employees as of December 31, 2024. To identify the “median employee” from our employee population, we calculated the amount of annual base compensation, including salary, annual and quarterly cash incentive payments, hourly pay, overtime, and annual benefit rate for all of our employees other than our former Chief Executive Officer. We annualized the compensation of those full-time and part-time employees that were not employed for the full year of 2024. We did not use any permitted exclusions or adjustments under the rules. As of December 31, 2024, we had a total of 10,217 employees, excluding our former Chief Executive Officer, all of whom were included for purposes of identifying the median employee. Once we identified the median employee, we calculated that employee’s annual total compensation in the same manner as we calculate “Total Compensation” for purposes of the Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Determined in this manner, the median employee’s annual total compensation was $82,811. As identified in the Summary Compensation Table above, using the same methodology for total compensation, the annual total compensation of our former Chief Executive Officer was $10,204,676. The resulting ratio of the annual total compensation of our former Chief Executive Officer to the median of the annual total compensation of all employees (other than the former Chief Executive Officer) is estimated to be approximately 123:1. The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee 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. Accordingly, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.