DEF 14A of Advantage Solutions Inc., Apr 24, 2025

DEF 14A of Advantage Solutions Inc.

Filed Apr 24, 2025 · FY20240000950170-25-058009

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  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. Our Board of Directors

    Our Board of Directors The following sets forth certain information, as of April 4, 2025 and certain other information for each person who serves as a director with terms expiring at the Annual Meeting, each person who is a nominee for election at the Annual Meeting and each of the continuing directors. References to “the Company” in this section mean the entity Advantage Solutions Inc., formerly known as Conyers Park II Acquisition Corp. References to “Conyers Park” in this section mean such entity before it changed its name.

  3. Our Board of Directors

    | Name | Age | Position(s) | Classification (Term Expiration) | | James M. Kilts | 77 | Chairman of the Board, Director and Nominee | Class II (2028)* | | Jody L. Macedonio | 64 | Director and Nominee | Class II (2028)* | | Robin Manherz | 52 | Director and Nominee | Class II (2028)* | | Adam Nebesar | 44 | Director and Nominee | Class II (2028)* | | Deborah Poole | 41 | Director and Nominee | Class II (2028)* | | Tiffany Han | 36 | Director | Class III (2026) | | Adam Levyn | 41 | Director | Class III (2026) | | David A. Peacock | 56 | Chief Executive Officer and Director | Class III (2026) | | David J. West | 62 | Director | Class III (2026) | | Christopher Baldwin | 62 | Director | Class I (2027) | | Cameron Breitner | 50 | Director | Class I (2027) | | Virginie Costa | 50 | Director | Class I (2027) | | Timothy J. Flynn | 52 | Director | Class I (2027) | | Brian K. Ratzan | 54 | Director | Class I (2027) |

  4. Our Board of Directors

    * Term expiration assuming reelection, at the Annual Meeting. James M. Kilts has served as a director of the Company since October 2020 and of Topco since September 2014. Since March 31, 2023, he has served as Chairman of our Board of Directors, a position he also held from October 2020 to April 1, 2022. He also served as Executive Chairman of Conyers Park from its inception to the closing of the transactions contemplated by the Merger Agreement (as defined below). Mr. Kilts is the Founding Partner of Centerview Capital Consumer, founded in 2006. Previously, Mr. Kilts served as Chairman of the Board, Chief Executive Officer and President of Gillette from 2001 until it merged with The Procter & Gamble Company in 2005; at that time he became Vice Chairman of the Board of The Procter & Gamble Company. Prior to Gillette, Mr. Kilts served as President and Chief Executive Officer of Nabisco from 1998 until its acquisition by The Philip Morris Companies in 2000. Before joining Nabisco, Mr. Kilts was an Executive Vice President of The Philip Morris Companies from 1994 to 1997 and headed the Worldwide Food Group. Mr. Kilts had previously served as President of Kraft USA and Oscar Mayer. He also had been Senior Vice President of Strategy and Development, President of Kraft Limited in Canada and Senior Vice President of Kraft International. Mr. Kilts is currently Chairman of The Simply Good Foods Company, where he has served since 2017, and a member of the board of directors of Viatris Inc. where he has served since November 2020. Mr. Kilts served on the board of MetLife, Inc. from 2005 until June 2020, Pfizer Inc., from 2007 until November 2020, Conyers Park II Acquisition Corp. from 2019 until October 2020 and Unifi, Inc. from 2016 until July 2022. Mr. Kilts was Non‑Executive Director of the Board of Nielsen Holdings PLC (from 2006 until 2017), Chairman of the Board of Nielsen Holdings PLC (from 2011 until 2013) and Chairman of the Nielsen Company B.V. (from 2009 until 2014). Mr. Kilts received a bachelor’s degree in History from Knox College, Galesburg, Illinois and earned an MBA degree from the University of Chicago. We believe Mr. Kilts is qualified to serve as a director due to his deep consumer industry background, coupled with broad operational and transactional experience. Jody L. Macedonio has served on the board of directors of the Company since May 2023. Ms. Macedonio was a senior financial executive with more than 25 years of experience in the consumer packaged goods industry, including positions with Nestle, Frito Lay and Henkel. Ms. Macedonio served as the Chief Financial Officer of Meati, a maker of animal‑free meat alternatives, from August 2022 through November 2023. From December 2020 until June 2022, Ms. Macedonio was the Chief Financial Officer of Chobani, a food and beverage company. She was previously the Executive Vice President and Chief Financial Officer of 8th Avenue Food & Provision, a private label company from August 2020 to December 2020, and of Dean Foods from February 2018 to October 2019. Following Ms. Macedonio’s departure from Dean Foods, the company filed for chapter 11 bankruptcy protection in November 2019. She served in various roles at Henkel AG and its subsidiary, Sun Products, from 2012 to 2018, including as Senior Vice President Finance, Laundry & Beauty Divisions. She currently serves on the board of directors of Nutrabolt, a private beverage company. Ms. Macedonio received a Bachelor of Science degree from Colorado State University, and a Master in Business Administration from the University of Colorado. We believe Ms. Macedonio is qualified to serve as a director due to deep consumer industry background, coupled with broad financial experience. Robin Manherz has served on the board of directors of the Company since October 2021. Ms. Manherz brings 25 years of experience in technology and business. Ms. Manherz has been the Head of Marquee Go‑to‑Market at ServiceNow, Inc. since March 2024. From June 2021 to January 2024, Ms. Manherz served as the Executive Vice President & Chief Operating Officer, Customer Success at SAP. She was previously the Executive Vice President & Chief Performance Officer of SAP SE from February 2020 to June 2021. From July 2018 to February 2020, she served as the Senior Vice President, Global Corporate Portfolio Planning and Commercialization. She was also Chief Operating Officer of SAP SuccessFactors from January 2017 to July 2018. From 2007 to 2017, she held several executive positions within SAP SE, including Senior Vice President, Global Commercial Operations from September 2014 to January 2017. Ms. Manherz also served on the board of directors for Qualtrics International Inc. from July 2022 to June 2023. She received a Bachelor of Science degree, summa cum laude, in Management from the Georgia Institute of Technology. We believe Ms. Manherz is qualified to serve as a director due to her extensive experience in the technology services industry, coupled with broad operational and transactional experience. Adam Nebesar has served on the board of directors of the Company and of Topco since March 2022. Mr. Nebesar is a Partner in the Consumer, Retail & Dining Vertical and a member of the North American Private Equity team of Bain Capital Private Equity, LP (“Bain Capital”). Prior to joining Bain Capital in 2006, Mr. Nebesar was a consultant at The Boston Consulting Group. Mr. Nebesar also serves on the boards of the following private companies or their affiliates: 1440 Foods, Dessert Holdings, Fogo de Chao and Virgin Voyages. He received an MBA from Harvard Business School, an MPhil in Economics from the University of Cambridge, and an AB in Economics from Princeton University. We believe Mr. Nebesar is qualified to serve as a director due to his extensive financial and operational experience in multi‑national consumer goods businesses. Deborah Poole has served as a director of the Company since May 2022. Ms. Poole is an experienced board member and C‑suite leader in the consumer technology and ecommerce sectors. Ms. Poole has served on the board of directors of Idelic, Inc., a privately-held SaaS company in commercial trucking safety analytics, since July 2021. Ms. Poole also serves on the board of directors of the following privately-held companies: CareRev, Sendle, and Placemakr. From April 2020 and until its acquisition by Uber Technologies, Inc. in October 2021, Ms. Poole served on the board of directors of Drizly, LLC, a consumer alcohol delivery platform and marketplace. From 2019 to 2021, Ms. Poole served as Chief Business Officer at Whoop, Inc., a digital health wearable startup. At Whoop, Ms. Poole was responsible for ecommerce operations, as well as strategy and enterprise sales. From 2010 to 2019, Ms. Poole held various roles at Wayfair LLC, including at Wayfair Canada, which she founded as General Manager. Ms. Poole also led global talent acquisition for Wayfair from 2015 to 2018. Ms. Poole received a M.S. from Georgia Tech, and a B.A. from Harvard University. We believe Ms. Poole is qualified to serve as a director due to her extensive experience with high growth businesses. Tiffany Han has served as a director of the Company since October 2020 and of Topco since June 2020. Ms. Han is a managing director with CVC, a private equity firm advising funds that indirectly hold shares in the Company and Topco. Prior to joining CVC in 2013, Ms. Han worked at UBS Investment Bank in the Mergers & Acquisitions group, which she joined in 2011. Ms. Han is also on the board of privately-held company PDC Brands. She received her Bachelor in Business Administration from Emory University. We believe Ms. Han is qualified to serve as a director due to her knowledge and experience in finance as well as consumer and retail businesses.

  5. Our Board of Directors

    Adam Levyn has served on the board of directors of the Company since October 2023 and is currently a Partner with Leonard Green & Partner, L.P. a firm specializing in private equity investments. Prior to joining Leonard Green & Partners, L.P. in 2011, Mr. Levyn worked in private equity at Kohlberg Kravis Roberts & Co. from 2007 to 2009 and in the Global Industrials Group of Bear, Stearns & Co. Inc. from 2005 to 2007. Since October 2020, he has served on the board of directors of Clarivate Plc (NYSE: CLVT), a company that operates a collection of subscription based services. Mr. Levyn currently also serves on the boards of the following privately held companies: CHG Healthcare Services, ExamWorks Group, Inc., HUB International Limited, OMNIA Partners, Inc., Parts Town LLC, Service Logic LLC, and previously served on the boards of CPA Global Limited, Restorix Health Inc., SRS Distribution Inc., and Tank Holdings Corp. He earned a Bachelor of Arts degree in Economics from Princeton University and a M.B.A. from Harvard Business School. We believe Mr. Levyn is qualified to serve as a director due to his extensive experience in finance with service businesses. David A. Peacock has served as Chief Executive Officer of the Company and the Chief Executive Officer of Topco since February 2023. Prior to this, Mr. Peacock served as the Chief Operating Officer of Continental Grain Company, a global investor, owner and operator of companies across the food and agribusiness spectrum, from October 2021 until January 2023 and served as a member of its board of directors from April 2021 to June 2022. He also served as President and Chief Operating Officer of Schnuck Markets, Inc., a family‑owned grocery retailer, from May 2017 to October 2021 and served on its board of directors until January 2023. Previously, Mr. Peacock served on the board for, and was the founder and chairman of, Vitaligent, LLC, a multi‑unit restaurant franchise until the business was sold in 2022. Mr. Peacock also spent approximately 20 years in various roles at Anheuser‑Busch, a brewing company, including serving as senior advisor from February 2012 to June 2012, president from November 2008 to February 2012, vice president of marketing from October 2007 to November 2008, and vice president of business operations from December 2004 to September 2007. He also serves on the board of directors of Wayne‑Sanderson Farms, a privately held poultry business, since the closing of the merger of Sanderson Farms and Wayne Farms in July 2022. Mr. Peacock has also served as a member of the board of directors of Stifel Financial Corp. (NYSE: SF) since 2017 and is currently lead director for the company. He also serves on the Board of Trustees of the Urban League of Metropolitan St. Louis, a member of the Board of Directors of Pink Ribbon Good, NextUp and FMI, The Food Industry Association. Mr. Peacock received his B.A. from the University of Kansas and his Masters of Business Administration & Management from Washington University in St. Louis. We believe Mr. Peacock is qualified to serve as a director due to his extensive knowledge of the consumer goods industries as well as his experience as Advantage’s Chief Executive Officer. David J. West has served as a director of the Company since May 2019. He served as the Chief Executive Officer and a Director of Conyers Park from May 2019 to October 2020. Mr. West served as the Co-Chief Executive Officer and Chairman of the Board of Conyers Park III until August 2023. Mr. West serves as a member of the President’s Advisory Board of Bucknell University. Mr. West is an established leader in the consumer industry, with nearly 30 years of experience leading a range of companies and well-known brands. Mr. West became a partner of Centerview Capital Consumer in May 2016. Prior to joining Centerview Capital Consumer, Mr. West served as Chief Executive Officer and President of Big Heart Pet Brands (formerly known as Del Monte Foods) from August 2011 to March 2015, at that time one of the world’s largest pure play pet food and treats company whose brands included Meow Mix, Kibbles ‘n Bits, Milk Bone, and others. Big Heart Pet Brands was sold to The J. M. Smucker Company in March 2015, at which time Mr. West served The J. M. Smucker Company as President, Big Heart Pet Food and Snacks until March 2016 and as a Senior Advisor until April 2016. Prior to joining Del Monte Foods, Mr. West served as the Chief Executive Officer, President and a director of Hershey from 2007 to May 2011. Prior to his Chief Executive Officer role, Mr. West held various leadership positions at Hershey including Chief Operating Officer, Chief Financial Officer, Chief Customer Officer, and Senior Vice President of Strategy and Business Development. Prior to joining Hershey in 2001, Mr. West spent 14 years with the Nabisco Biscuit and Snacks group, where he held a range of senior positions including Senior Vice President, Finance, and Vice President, Corporate Strategy and Business Planning, a role in which he helped shape and execute Nabisco’s strategy, culminating in the acquisition of Nabisco Holdings Corp. by The Philip Morris Companies in 2000. At Nabisco, Mr. West worked closely with Mr. Kilts during Mr. Kilts’ tenure as Chief Executive Officer. Mr. West serves on the board of directors of the following publicly-traded companies: The Simply Good Foods Company (NASDAQ: SMPL) and FresphPet Inc.(NASDAQ: FRPT). Mr. West also serves on the board of directors of Scholar Leaders International, a non for profit entity. Mr. West was a member of the board of directors of Hershey from 2007 to 2011, Del Monte Foods from 2011 to 2014 and Big Heart Pet Brands from 2014 to 2015. Mr. West received a Bachelor of Science degree, cum laude, in Business Administration from Bucknell University in Lewisburg, Pennsylvania. We believe Mr. West is qualified to serve as a director due to his deep consumer industry background, coupled with broad operational and transactional experience across many industries. Christopher Baldwin has served as a director of the Company since February 2023. Mr. Baldwin currently serves as the Non‑Executive Chairman of the board of directors of Constellation Brands Inc. (NYSE: STZ), a leading beverage alcohol company. From 2015 until June 2024, he served on the board of directors BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) (“BJ’s”), a membership only warehouse chain. Previously, he was President and Chief Operating Officer of BJ’s in 2015 and also served as Chief Executive Officer of the company from February 2016 until February 2020. He also currently serves as a Managing Partner of CVC Capital Partners (“CVC”), a private equity firm advising funds that indirectly hold equity interests in the Company and Topco. He also served as Chief Executive Officer of Hess Retail Corporation, a global independent energy company, from 2010 to March 2015. He has also held executive roles at Kraft Foods Group, Inc., a food and beverage company, from 2007 to 2010, The Hershey Company, a global confectionery manufacturer, from 2004 to 2007, Nabisco, a manufacturer of cookies and snacks, and The Procter & Gamble Company, a multinational consumer goods corporation. Mr. Baldwin is the former chairman of the board of the National Retail Federation, the world’s largest retail trade association, and remains an executive director of such association. He currently also serves on the boards of the following privately-held companies: Authentic Brands Group, ExamWorks, Mediaocean and PDC Brands. Mr. Baldwin serves as an executive board member at Harlem Lacrosse and Leadership, a school-based nonprofit that provides educational intervention, leadership training and lacrosse for at‑risk youth. Mr. Baldwin graduated from Siena College in Loudonville, New York with a bachelor’s degree in Economics.

  6. Our Board of Directors

    We believe Mr. Baldwin is qualified to serve as a director due to his extensive experience leading consumer and retail businesses and board experience in the retail industry. Cameron Breitner has served as a director of the Company since October 2020, and of Topco since July 2014. Mr. Breitner is currently a senior advisor to CVC, a private equity firm advising funds that indirectly holds equity interests in the Company and Topco. From 2007 to February 2024, Mr. Breitner was a Managing Partner and the head of CVC’s San Francisco office, overseeing CVC’s private equity activities on the West Coast, and shared responsibility for overseeing the firm’s US private equity investment activities. Prior to joining CVC in 2007, Mr. Breitner worked at Centre Partners, a private equity firm, where he was Managing Director and had worked since 1998. Prior to Centre Partners, Mr. Breitner worked at Bowles Hollowell Conner & Co., an investment banking firm. Mr. Breitner also serves on the board of directors for Petco Health and Wellness Company, Inc. d/b/a Petco (NYSE: WOOF), Crown Topco, LLC and the parent holding company of Worldwide Express & GlobalTranz. Previously, he served on the board of directors for numerous public and private companies, including BJ’s Wholesale Club Holdings, Inc. and Leslie’s Pool Supplies. He received his B.A. in Psychology from Duke University. We believe Mr. Breitner is qualified to serve as a director due to his knowledge and experience in finance and capital structure, strategic planning and leadership of complex organizations, consumer and retail businesses, and board practices of other major corporations. Virginie Costa has served as a director of the Company since October 2020. Ms. Costa served as Senior Vice President Finance North America of Mondelēz from July 2023 through March 2025. Ms. Costa brings over 20 years of financial and operational experience with brands focused on consumer experience. Ms. Costa was the Global Chief Financial Officer of Wella AG from June 2021 to December 2022 and of Godiva Chocolatier from August 2018 to June 2021. Prior to that, she served at Burberry Americas as the Chief Financial and Operations Officer from February 2013 to August 2018, and Chief Financial Officer from May 2011 to February 2013. She served in a number of executive positions with Hermes of Paris, Inc. in New York City, including as Chief Financial Officer and Chief Operating Officer from December 2005 to May 2011. She began her career in public accounting and consulting at KPMG LLP and Arthur Andersen LLP. Ms. Costa received her “Diplome des Grandes Ecoles de Commerce,” equivalent of an MBA in the United States, at France’s Ecole Superieure de Commerce de Nantes (since renamed as Audencia). We believe Ms. Costa is qualified to serve as a director due to her extensive experience in accounting and financial matters for global consumer brands. Timothy J. Flynn has served as a director of the Company since October 2020 and of Topco since July 2014. Mr. Flynn is currently a partner with Leonard Green & Partners, L.P. (“LGP”). Prior to joining LGP in 2003, Mr. Flynn had been a director in the investment banking department of Credit Suisse First Boston (CSFB), a financial services company, which he joined in 2000 following CSFB’s acquisition of Donaldson, Lufkin & Jenrette (DLJ), an investment bank. Mr. Flynn had been with DLJ since 1996 and had previously worked in the Mergers and Acquisitions group at Paine Webber Inc., a financial services company. Mr. Flynn also serves on the boards of the following companies or their affiliates: The Wrench Group, Veritext Legal Solutions, Insight Global and OMNIA Partners, and has served on the boards of CCC Information Services, United States Infrastructure Corp., Pye‑Barker, The Container Store, and Tank Holdings Corp., among others. Mr. Flynn served as the chair of The Container Store’s culture and compensation committee. He received his B.A. in Economics and Political Science from Brown University. We believe Mr. Flynn is qualified to serve as a director due to his particular knowledge and experience in accounting, finance and capital structure, strategic planning and leadership of complex organizations, retail businesses and board practices of other major corporations. Brian K. Ratzan has served as a director of the Company from its inception. He was the Chief Financial Officer and a Director of Conyers Park from its inception to October 2020. Mr. Ratzan was previously the Chief Financial Officer and a Director of Conyers Park III Acquisition Corp., a publicly traded special purpose acquisition company. Mr. Ratzan has also been a Partner of Centerview Capital Consumer since April 2014. Mr. Ratzan has over 25 years of private equity investing experience. Prior to joining Centerview Capital Consumer, Mr. Ratzan was Partner and Head of U.S. Private Equity at Pamplona Capital Management from January 2012 to February 2014. Prior to joining Pamplona, he was Managing Director and Head of Consumer at Vestar Capital Partners, which he joined in 1998. Mr. Ratzan also previously worked at ‘21’ International Holdings, a private investment firm and in the Investment Banking Group at Donaldson, Lufkin and Jenrette. Since July 2017, Mr. Ratzan has served as a director on the board of directors of The Simply Good Foods Company (NASDAQ: SMPL). Mr. Ratzan previously served on the boards of other consumer companies including Del Monte Foods, The Sun Products Corporation (formerly known as Huish Detergents, Inc.), and Birds Eye Foods, Inc. Mr. Ratzan holds a bachelor’s degree in economics from the University of Michigan, where he was a member of Phi Beta Kappa, and a M.B.A. from Harvard Business School. We believe Mr. Ratzan is qualified to serve as a director due to his extensive investment management and transactional experience.

  7. Director Compensation

    Director Compensation

  8. Non‑Employee Director Compensation

    Non‑Employee Director Compensation Our board of directors has adopted a director compensation policy that provides for annual cash retainers and equity awards as summarized below. Annual Cash Retainer Fees. Our non‑employee directors receive an annual cash retainer fee of $100,000. In addition, a non‑employee director serving as a chairperson of a committee of our Board receives the following additional annual retainer: $20,000 (Audit); $17,500 (Human Capital); and $17,500 (Nominating and Corporate Governance). Equity Awards. Each non‑employee director who serves on our board of directors as of the date of any annual meeting of our stockholders and will continue to serve as a non‑employee director immediately following such annual meeting will be granted, on the date of such annual meeting, an award of restricted stock units that have an aggregate fair value on the date of grant of $175,000. In addition, each non‑employee director who is initially elected or appointed to our Board on any date other than the date of an annual meeting will receive, on the date of such non‑employee director’s initial election or appointment, an award of restricted stock units that have an aggregate fair value equal to the product of (i) $175,000 and (ii) a fraction, the numerator of which is (x) 365 minus (y) the number of days in the period beginning on the date of the annual meeting immediately preceding such non‑employee director’s start date and ending on such non‑employee director’s start date and the denominator of which is 365. Each equity award will vest on the earlier of (x) the day immediately preceding the date of the first annual meeting following the date of grant and (y) the first anniversary of the date of grant, subject to the non‑employee director continuing in service on our board of directors through the applicable vesting date. With respect to equity grants beginning in 2025, our non-employee directors have the election to defer the distribution of their restricted stock units. All non‑employee directors’ equity awards will vest in full immediately prior to the occurrence of a change in control.

  9. Director Compensation Table for 2024

    Director Compensation Table for 2024 The following table sets forth information concerning the compensation of the Company’s non‑employee directors who received compensation for 2024.

  10. Director Compensation Table for 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Christopher Baldwin (2) | — | — | — | — | | Cameron Breitner (3) | 117,500 | 228,694 | — | 346,194 | | Virginie Costa | 120,000 | 174,997 | — | 294,997 | | Timothy J. Flynn (2) | — | — | — | — | | Adam Levyn (2) | — | — | — | — | | Tiffany Han (2) | — | — | — | — | | James M. Kilts | 100,000 | 174,997 | — | 274,997 | | Jody L. Macedonio | 100,000 | 174,997 | — | 274,997 | | Robin Manherz | 117,500 | 174,997 | — | 292,497 | | Adam Nebesar (2) | — | — | — | — | | Deborah Poole | 100,000 | 174,997 | — | 274,997 | | Brian Ratzan | 100,000 | 174,997 | — | 274,997 | | David J. West | 100,000 | 174,997 | — | 274,997 |

  11. Director Compensation Table for 2024

    (1) Represents the grant date fair value of RSUs granted during fiscal year 2024, in each case as computed in accordance with ASC 718, based on the valuation methodology (including assumptions) set forth in footnote 12 to the Company's Consolidated Financial Statements, as filed with the SEC in the Company’s Annual Report on Form 10‑K for 2024. RSUs granted to directors are scheduled to vest on the earlier of the one‑year anniversary of the date of grant or the day immediately preceding the date of the first annual meeting of the Company’s stockholders occurring after the date of grant. The table below shows the aggregate numbers of unvested stock awards held as of December 31, 2024 by each individual who served as a non‑employee director during 2024.

  12. Director Compensation Table for 2024

    | Name | Unvested Stock Awards Outstanding at 2024 Fiscal Year End | | Christopher Baldwin | — | | Cameron Breitner | 49,715 | | Virginie Costa | 49,715 | | Timothy J. Flynn | — | | Adam Levyn | — | | Tiffany Han | — | | James M. Kilts | 49,715 | | Jody L. Macedonio | 49,715 | | Robin Manherz | 49,715 | | Adam Nebesar | — | | Deborah Poole | 49,715 | | Brian Ratzan | 49,715 | | David J. West | 49,715 |

  13. Director Compensation Table for 2024

    (2) Messrs. Baldwin, Flynn, Levyn and Nebesar and Ms. Han were not eligible to receive compensation for their services as a director during fiscal year 2024 under our non-employee director compensation policy. (3) Mr. Breitner became eligible to receive compensation under our director compensation policy effective February 1, 2024. In February 2024, he received a prorated initial equity grant of restricted stock units, and in May 2024, he received the annual award of restricted stock units granted to all non-employee directors eligible to receive compensation under our director compensation policy.

  14. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Based on the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated the following five director nominees for re‑election to the Board at the Annual Meeting to serve as Class II directors until our 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualify: James M. Kilts, Jody L. Macedonio, Robin Manherz, Adam Nebesar and Deborah Poole. The Company representatives named in the proxy intend to vote for the election of each of the director nominees below, unless you indicate on your proxy that your vote should be withheld from any or all of the nominees. Each of the nominees for election currently serves as a director and has consented to serve for a new term if elected. Although it is anticipated that each nominee will be able to serve as a director, should any nominee become unavailable to serve, the shares of our capital stock represented by the proxies will be voted for such other person or persons as may be designated by the Board, unless the Board reduces the number of directors accordingly. For details regarding the qualifications and the specific experiences, qualifications and skills of each of our director nominees, see “Board of Directors—Our Board of Directors” on page 4.

  15. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT The Human Capital Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In 2024, the Human Capital Committee engaged Mercer (US) LLC (“Mercer”) as its independent compensation consultant. Mercer provides executive compensation advisory services to the Human capital Committee, helps evaluate our compensation philosophy and objectives, and provides guidance in administering our compensation program. The Human Capital Committee directed Mercer to prepare a competitive market analysis of our executive compensation program to assist it in determining the appropriate level of overall compensation, as well as assess each separate component of compensation, with the goal of understanding the competitiveness of the compensation we offer to our executives, including our Named Executive Officers. Mercer served at the discretion of the Human Capital Committee. The aggregate fees paid to Mercer by the Company for services provided to the Human Capital Committee in 2024 with regard to determining or recommending the amount or form of executive compensation were less than $0.1 million. Mercer also provided other services to the Company, including advice regarding the Company’s health and welfare benefits and non-executive compensation. Mercer also performed outplacement services for the Company. The aggregate fees paid to Mercer by the Company for services provided to the Company in 2024, excluding the services provided to the Human Capital Committee with respect to executive and director compensation, were approximately $1.4 million. The Human Capital Committee considered Mercer independence in light of applicable SEC rules and exchange listing standards and determined that Mercer's work did not raise any conflicts of interest that would prevent it from serving as an independent compensation consultant to the Human Capital Committee.

  16. PEER GROUP COMPOSITION

    PEER GROUP COMPOSITION The Human Capital Committee determined it would be appropriate to utilize a peer group for benchmarking pay practices, design features, dilution and pay levels for the executive team. The peer group is one input informing the Human Capital Committee’s benchmark assessments. The companies comprising the fiscal 2024 compensation peer group were as follows:

  17. PEER GROUP COMPOSITION

    | Comparative Peer Group for 2024 | | | | Kelly Services, Inc. | TreeHouse Foods, Inc. | Central Garden & Pet Company | | Flowers Foods, Inc. | Robert Half International Inc. | Sprouts Farmers Market, Inc. | | Reynolds Consumer Products Inc. | Verisk Analytics, Inc. | FTI Consulting, Inc. | | The Hain Celestial Group, Inc. | Kforce Inc. | Korn Ferry | | Coca Cola Consolidated | Insperity, Inc. | TrueBlue, Inc. | | Energizer Holdings, Inc. | Edgewell Personal Care Company | SpartanNash Company | | Spectrum Brands Holdings, Inc. | | |

  18. PEER GROUP COMPOSITION

    The Human Capital Committee elected to make the following changes to our peer group for fiscal 2024 as compared to fiscal 2023: • Added Central Garden & Pet Company, Flowers Foods, Inc., SpartanNash Company, Sprouts Farmers Market, Inc. and TreeHouse Foods, Inc. • Removed CACI International Inc., ASGN Incorporated ABM Industries Incorporated, BrightView Holdings, Inc. and Nielsen Holdings

  19. Annual Performance‑Based Nonequity Incentive Compensation

    Annual Performance‑Based Nonequity Incentive Compensation Historically, we have used performance‑based nonequity incentive compensation, which we call our annual incentive, to motivate our executives, including our Named Executive Officers, to achieve our strategic annual financial objectives while making progress towards our longer‑term growth and other goals. In setting annual incentive performance objectives for 2024, the Human Capital Committee considered the Company’s projected performance. The Human Capital Committee determined that for 2024, the amount of annual incentive that each Named Executive Officer was eligible to receive was to be based upon the attainment of “Incentive EBITDA,” which is based on financial performance objectives related at the Company level. With respect to evaluating Messrs. Pestello and Taylor and Ms. Young, the Human Capital Committee with input from Mr. Peacock also considered the performance of their respective segments. For purposes of the annual incentive financial performance objectives, Incentive EBITDA means for 2024, the Company’s Adjusted EBITDA for 2024 as further adjusted: for the Impact of Transactions, and • by excluding the aggregate amount paid to our teammates pursuant to our annual cash incentive plans. Impact of Transactions means eliminating the impact of any acquisition or divestitures that closed on or after January 1, 2024 except for the difference (positive or negative) between (i) the Adjusted EBITDA related to such acquisition or divestiture for the particular period, and (ii) the Adjusted EBITDA for such acquisition or divestiture during the corresponding period in the calendar year prior to such acquisition, as such historic Adjusted EBITDA for the acquisitions is determined and equitably adjusted if deemed appropriate by the Human Capital Committee at the time of such acquisition. During the course of the year, the Human Capital Committee adjusted the annual incentive performance objectives to reflect (a) the Impact of Transactions and (b) a reduced threshold for the payment of any annual incentive. Incentive EBITDA and Adjusted EBITDA are supplemental non‑GAAP financial measures of our operating performance. Adjusted EBITDA means net loss before (i) interest expense, net, (ii) (benefit from) provision for income taxes, (iii) depreciation, (iv) impairment of goodwill and indefinite‑lived assets, (v) amortization of intangible assets, (vi) gain on deconsolidation of subsidiaries, (vii) loss on divestitures, (viii) equity‑based compensation of Topco, (ix) changes in fair value of warrant liability, (x) stock‑based compensation expense, (xi) fair value adjustments of contingent consideration related to acquisitions, (xii) acquisition and divestiture related expenses, (xiii) costs associated with COVID‑19, net of benefits received, (xiv) EBITDA for economic interests in investments, (xv) reorganization expenses, (xvi) litigation expenses, (xvii) recovery from and costs associated with the Take 5 Matter and (xviii) other adjustments that management believes are helpful in evaluating our operating performance. For a reconciliation of Adjusted EBITDA to net loss, see Annex A. In 2024, the Named Executive Officers participated in our annual incentive program at the following levels:

  20. Annual Performance‑Based Nonequity Incentive Compensation

    | Named Executive Officer | Target Incentive | Maximum Incentive | | David Peacock | $1,650,000 | $2,200,000 | | Christopher Growe | $600,000 | $— | | Jack Pestello | $600,000 | $— | | Michael Taylor | $500,000 | $— | | Andrea Young | $500,000 | $— |

  21. Annual Performance‑Based Nonequity Incentive Compensation

    The Human Capital Committee established threshold, target and a maximum achievement levels for Incentive EBITDA performance. To the extent that performance was below the threshold level, there would be no payment of the annual incentive, and the potential payment of the annual incentive is capped at the maximum achievement level. To the extent achievement fell between different levels, the payment percentage would have been determined based on interpolation. In 2024, the Company exceeded the threshold level for Incentive EBITDA, and achieved approximately 59% of the target level for Incentive EBITDA. Such performance level did prevent any Named Executive Officer from receiving their target annual incentive amount. Incentive EBITDA is the controlling measurement for the annual incentive awards for our Named Executive Officers; however, in the case of Ms. Young and Messrs. Pestello and Taylor, the performance of their respective business units was also considered. The different performances of their respective business units in 2024 account for their different actual percentage awards. The annual incentive award percentages for Messrs. Peacock and Growe were primarily tied to the Company’s 2024 Incentive EBITDA; however, Mr. Peacock recommended to the Human Capital Committee that it would best serve the Company to reduce his actual award amount and redirect such funds to frontline supervisors. The Human Capital Committee did consider Mr. Peacock’s recommendation and the Human Capital Committee decided that the actual amount of his award would be reduced, and such reduction was redirected to frontline supervisors. The target and actual amounts paid to our Named Executive Officers under the 2024 annual incentive program are set forth below:

  22. Annual Performance‑Based Nonequity Incentive Compensation

    | Named Executive Officer | Target Dollar Amount | 2024 Percentage of Target Bonus Earned | Actual Payout | | David Peacock | $1,650,000 | 43% | $710,000 | | Christopher Growe | $600,000 | 54% | $323,640 | | Jack Pestello | $600,000 | 24% | $144,000 | | Michael Taylor | $500,000 | 53% | $265,000 | | Andrea Young | $500,000 | 62% | $310,000 |

  23. Long‑Term Equity Incentive Compensation

    Long‑Term Equity Incentive Compensation 2024 Equity Grants We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. In fiscal 2024, we granted the following types of equity awards to our Named Executive Officers: • Performance Restricted Stock Unit Grants. We granted performance restricted stock units with respect to our Class A common stock (“PSUs”) to each of our Named Executive Officers. The PSUs are awarded to incentivize and reward our Named Executive Officers for long term corporate growth and align their interests with the interests of our stockholders. • Time-Based Restricted Stock Unit Grants. We also granted restricted stock units with respect to our Class A common stock (“RSUs”) to each of our Named Executive Officers. The RSUs are also part of our regular practice of awarding our Named Executive Officers with awards that are linked to our stock price while also including a retentive element. • Option Grants. Each of our Named Executive Officers were also granted a stock option award to purchase shares of our Class A common stock. Stock options operate as an additional incentive to align the Named Executive Officer’s interest with the interests of our stockholders by connecting the awards to the appreciation of our stock price. Each of these awards are reflected in the “Summary Compensation Table” below. 2024 Performance Restricted Stock Unit Grants In April 2024, the Human Capital Committee granted PSUs to each of our Named Executive Officers. Each Named Executive Officer received a PSU grant that is eligible to become earned and vested based on the achievement of ACE (Advantage Cash Earnings) and Adjusted EBITDA Margin from Continuing and Discontinued Operations metrics (each, as defined below), subject to adjustment based on our relative TSR (as described below), during three one-year performance periods commencing on January 1, 2024 (referred to as the “2024 Annual PSUs”). We believe that ACE and Adjusted EBITDA Margin from Continuing and Discontinued Operations (each as adjusted for the Impact of Transactions) to be appropriate performance measures because they are objective financial measurements that are understood and valued by many of our stakeholders. The target number of shares subject to the 2024 Annual PSUs awarded to the Named Executive Officers in 2024 were as follows:

  24. Long‑Term Equity Incentive Compensation

    | Named Executive Officer | Target Number of PSUs Subject to 2024 Annual PSUs | | David Peacock | 207,852 | | Christopher Growe | 83,140 | | Jack Pestello | 69,422 | | Michael Taylor | 69,284 | | Andrea Young | 69,284 |

  25. Annual PSU Grants

    Annual PSU Grants

  26. Annual PSU Grants

    | FEATURE | DESCRIPTION | | Plan Concept | Three one-year performance periods ending on December 31 of 2024, 2025 and 2026 with PSUs earned as follows: (i) upon the completion of the 2026 performance period, a number of PSUs will be earned equal to the target number of PSUs, multiplied by an average of the annual achievement percentages, up to a maximum of 200% of target. Such “average achievement percentages” shall equal the sum of (i) 75% multiplied by the ACE achievement percentage (as described below) for each annual performance period plus (ii) 25% multiplied by the Adjusted EBITDA Margin from Continuing and Discontinued Operations achievement percentage (as described below) for each annual performance period. Any earned PSUs shall be further subject to adjustment based on our relative TSR. | | ACE Achievement | The ACE achievement percentage during the 2024 performance period will be determined as follows: 0% for ACE of $262.2 million (“threshold”); 100% for ACE of $276.5 million (“target”); and 200% for ACE of $290.8 million and above (“maximum”). Linear interpolation will be used to determine achievement between levels. | | Adjusted EBITDA Margin from Continuing and Discontinued Operations Achievement | The Adjusted EBITDA Margin from Continuing and Discontinued Operations achievement percentage during the 2024 performance period will be determined as follows: 0% for Adjusted EBITDA Margin of 10.9% (“threshold”); 100% for Adjusted EBITDA Margin from of 11.9% (“target”); and 200% for Adjusted EBITDA Margin of 12.9% and above (“maximum”). Linear interpolation will be used to determine achievement between levels. | | Relative TSR Adjustment | Earned PSUs are further subject to adjustment based on the Company’s relative TSR ranking during the period commencing on January 1, 2024 and ending on December 31, 2026. If the relative TSR ranking over the three-year performance period is at or above the 75th percentile, a minimum of 100% of the target number of PSUs will become earned; however, if the relative TSR ranking over the three-year performance period is at or below the 25th percentile, in no event will more than 100% of the target number of PSUs become earned. The relative TSR ranking is a comparison against 57 other identified companies some of which are included in the peer group identified above, some of which are retailers, some of which are consumer packaged goods suppliers and some of which are service providers. |

  27. Annual PSU Grants

    The “target” ACE and Adjusted EBITDA Margin from Continuing and Discontinued Operations achievement goals for the 2025 and 2026 performance periods will be the actual ACE and Adjusted EBITDA Margin from Continuing and Discontinued Operations from the prior performance period, unless (i) if actual ACE or Adjusted EBITDA Margin from Continuing and Discontinued Operations is above the “maximum” level in the prior performance period, then the “target” ACE or Adjusted EBITDA Margin from Continuing and Discontinued Operations for the following performance period will be set at the previous performance period’s “maximum level”, or (ii) if actual ACE or Adjusted EBITDA Margin from Continuing and Discontinued Operations for the prior performance period is below the “threshold” level, then the “target” ACE or Adjusted EBITDA Margin from Continuing and Discontinued Operations for the following performance period will be set at the previous performance period’s “threshold” level. The “threshold” and “maximum” ACE goals for the 2025 and 2026 performance periods will equal (i) the “target” ACE goal for the applicable performance period, plus (for “maximum” goals) or minus (for “threshold” goals) (ii) 2.5%, multiplied by our gross operating assets at the beginning of the applicable performance period. The “threshold” and “maximum” Adjusted EBITDA Margin from Continuing and Discontinued Operations goals for the 2025 and 2026 performance periods will equal (i) the “target” Adjusted EBITDA Margin from Continuing and Discontinued Operations goal for the applicable performance period, plus (for “maximum” goals) or minus (for “threshold” goals) (ii) 1%. For purposes of the 2024 Annual PSUs, the following definitions apply: (i) “ACE” means Adjusted EBITDA from (as set forth in the Company’s publicly filed SEC documents for the relevant performance period, as adjusted for the Impact of Transactions), less capital charges and accounting charges for stock-based compensation; and (iii) “Adjusted EBITDA Margin from Continuing and Discontinued Operations” means Adjusted EBITDA from Continuing and Discontinued Operations (as set forth in the Company’s publicly filed SEC documents) for the relevant period divided by revenues net of reimbursable expenses for such period. For information regarding the treatment of these PSUs in connection with each Named Executive Officer’s separation from the Company, see below “—Potential Payments Upon Termination or Change in Control.” For purposes of the 2024 Annual PSUs, ACE, Adjusted EBITDA, Adjusted EBITDA from Continuing and Discontinued Operations and Adjusted EBITDA Margin from Continuing and Discontinued Operations, which are non‑GAAP financial measures, are calculated in accordance with the Company’s historical practices and, as applicable, in accordance with U.S. generally accepted accounting principles, as adjusted by the Impact of Transactions. Impact of Transactions means eliminating the impact of any acquisition or divestitures (including any deconsolidation transactions) between (i) the Adjusted EBITDA from Continuing and Discontinued Operations and revenues related to such acquisition or divestiture for the particular period, and (ii) the Adjusted EBITDA from Continuing and Discontinued Operations and revenues, respectively, for such acquisition or divestiture during the corresponding period in the calendar year prior to such acquisition or divestiture, as such historic Adjusted EBITDA from Continuing and Discontinued Operations and revenues for the acquisition or divestiture are determined and equitably adjusted if deemed appropriate by the Human Capital Committee at the time of such acquisition or divestiture. For a reconciliation of ACE to net loss and a calculation of Adjusted EBITDA Margin from Continuing and Discontinued Operations, see Annex A. 2024 Annual PSUs Performance Determination for 2024 Performance Period In connection with the completion of the Company’s financial audit for 2024, the Human Capital Committee determined that with respect to the PSUs granted to the Named Executive Officers in 2024, achievement of the performance objective applicable to the ACE and Adjusted EBITDA Margin from Continuing and Discontinued Operations objectives for 2024 were 133.7% and 112.1% of targets, respectively, for each objective (which targets were $276.5 million and 11.87%, respectively). As a result, these achievement levels will be used in determining the average annual achievement percentage under the PSUs after the end of the 2026 performance period, as may be further adjusted based on our relative TSR ranking during the period commencing on January 1, 2024 and ending on December 31, 2026. 2024 Restricted Stock Unit Grants In April 2024, the Human Capital Committee determined to grant the following RSUs grants to our Named Executive Officers:

  28. Annual PSU Grants

    | Named Executive Officer | Number of RSUs | | David Peacock | 207,852 | | Christopher Growe | 83,140 | | Jack Pestello | 69,422 | | Michael Taylor | 69,284 | | Andrea Young | 69,284 |

  29. Annual PSU Grants

    The RSUs grants made in 2024 are scheduled to vest in equal installments on each of the first, second, and third anniversaries of the grant date, subject to the Named Executive Officer’s continued service with the Company through each applicable vesting date. 2024 Option Grants In April 2024, the Human Capital Committee determined to make the following grants of stock options to each of our Named Executive Officers:

  30. Annual PSU Grants

    | Named Executive Officer | Number of Options | | David Peacock | 1,450,549 | | Christopher Growe | 263,736 | | Jack Pestello | 220,219 | | Michael Taylor | 219,780 | | Andrea Young | 219,780 |

  31. Annual PSU Grants

    The option grants made in 2024 are scheduled to vest in equal installments on each of the first, second, and third anniversaries of the grant date, subject to the Named Executive Officer’s continued service with the Company through each applicable vesting date. The options have an exercise price per share of $4.33, which was the closing price of our Class A common stock on the grant date.

  32. Accelerated Vesting of Named Executive Officer Equity Awards

    Accelerated Vesting of Named Executive Officer Equity Awards The equity awards granted to our named executive officers are eligible for accelerated vesting under certain circumstances as described below under “Potential Payments Upon Termination or Change in Control.”

  33. Severance Benefits

    Severance Benefits We have entered into employment agreements with each of Messrs. Peacock, Growe and Taylor and a separation agreement with Mr. Pestello, the material elements of which with respect to severance benefits are summarized below under “Potential Payments Upon Termination or Change in Control.” Additionally, outstanding equity awards held by our Named Executive Officer include termination or change in control‑based acceleration provisions, which are also summarized below under “Potential Payments Upon Termination or Change in Control.”

  34. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our Named Executive Officers for the years ended December 31, 2024 and 2023. None of our Named Executive Officers was an executive officer in 2022.

  35. Summary Compensation Table

    | Name and Principal Position | | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | David Peacock | Chief Executive Officer | 2024 | 1,100,000 | — | 1,799,998 | 2,640,000 | 710,000 | 71,777 | 6,321,775 | | | | 2023 | 985,769 | 2,950,000 | 5,999,995 | 5,765,000 | — | 79,971 | 15,780,735 | | Christopher Growe | Chief Financial Officer | 2024 | 589,231 | — | 719,992 | 480,000 | 323,640 | 31,632 | 2,144,495 | | | | 2023 | 420,000 | 140,000 | 559,997 | 648,000 | 560,000 | 21,113 | 2,349,110 | | Jack Pesetllo | Chief Operating Officer, Branded Services | 2024 | 600,000 | — | 601,194 | 400,800 | 144,000 | 19,640 | 1,765,634 | | | | 2023 | 426,923 | 475,000 | 1,000,000 | 846,666 | — | 717 | 2,749,306 | | Michael Taylor | Chief Operating Officer, Retailer Services | 2024 | 518,269 | — | 600,000 | 400,000 | 265,000 | 19,662 | 1,802,931 | | | | 2023 | 500,000 | 25,000 | 1,000,000 | 423,333 | 500,000 | 10,975 | 2,459,308 | | Andrea Young | Chief Operating Officer, Experiential Services | 2024 | 537,692 | — | 600,000 | 400,000 | 310,000 | 1,069 | 1,848,761 | | | | 2023 | 436,824 | 25,000 | 999,998 | — | 500,000 | 1,387 | 1,963,209 |

  36. Summary Compensation Table

    (1) Amounts reported for the Named Executive Officers reflect base salaries earned for 2024. For 2024, the amount for Ms. Young includes a payment for 2023 that she received in 2024. For only 2023, the amount for Ms. Young, includes $26,618 in payments to her in lieu of accrued vacation and sick leave. (2) The amount reported in the Bonus column for Mr. Peacock for 2023 reflects: (i) the one-time signing bonus of $1,300,000 paid to him in connection with his commencement of employment with the Company in February 2023 and (ii) the annual performance-based non-equity incentive compensation paid to Mr. Peacock for 2023, which was earned based on Company performance but is reported in the Bonus column as required by SEC rules given that this portion of his bonus was guaranteed for 2023 in connection with his commencement of employment. The amount reported in the Bonus column for Mr. Growe for 2023 reflects the one-time signing bonus paid to him in connection with his commencement of employment with the Company in March 2023 ($100,000) and the portion of his annual bonus that was paid in the discretion of the Human Capital Committee based on individual performance. The amount reported in the Bonus column for Mr. Pestello for 2023 represents the annual performance-based non-equity incentive compensation guaranteed for 2023 in connection with his commencement of employment and the portion of his annual bonus that was paid in the discretion of the Human Capital Committee based on individual performance. The amounts reported in the Bonus column for Mr. Taylor and Ms. Young for 2023 reflect the portion of his or her annual bonus that was paid in the discretion of the Human Capital Committee based on individual performance. (3) The amounts reported in the Stock Awards and Option Awards columns represent the aggregate grant date fair value, as computed in accordance with ASC 718, based on the valuation methodology (including assumptions) set forth in footnote 12 to the Company’s Consolidated Financial Statements, as filed with the SEC in the Company’s Annual Report on Form 10‑K for 2024, of the PSUs, RSUs, and stock options granted during the applicable fiscal year. PSUs are valued at target. If the PSU awards granted during 2024 were valued at maximum, the amounts shown in the Stock Awards column would be: Mr. Peacock, $2,699,997, Mr. Growe, $1,079,988, Mr. Pestello, $901,791, Mr. Taylor, $900,000, and Ms. Young, $900,000. (4) Represents the annual performance‑based non‑equity incentive compensation paid based on our financial performance in respect of the year earned. See the discussion regarding annual incentive compensation in “Compensation Discussion and Analysis” beginning on page 23 for further information regarding the performance measures. (5) Amounts in this column include the following for the year ended December 31, 2024:

  37. Summary Compensation Table

    | Name | Car Allowance ($) | 401(k) Matching Contribution ($) | Executive Healthcare Benefits ($) | Disability Premiums ($) | Life Insurance Premiums ($) | Total ($) | | David Peacock | 36,000 | 10,350 | 6,377 | 18,696 | 354 | 71,777 | | Christopher Growe | — | 10,350 | 20,213 | 715 | 354 | 31,632 | | Jack Pestello | — | — | 18,571 | 715 | 354 | 19,640 | | Michael Taylor | — | 10,350 | 8,243 | 715 | 354 | 19,662 | | Andrea Young | — | — | — | 715 | 354 | 1,069 |

  38. Outstanding Equity Awards At 2024 Year‑End

    Outstanding Equity Awards At 2024 Year‑End The following table sets forth specified information regarding outstanding equity awards held by the Named Executive Officers as of December 31, 2024. The market values below for outstanding PSUs and RSUs were computed using the closing price of Class A common stock on December 31, 2024, which was $2.92. For more information on the PSUs, RSUs, and options held by the Named Executive Officers see “2024 Equity Grants” on page 27.

  39. Outstanding Equity Awards At 2024 Year‑End

    | | | | Option Awards | | | | Share based awards | | | | | Name | Grant Date | Type of Award | Number of shares underlying unexercised options (#) exercisable | Number of shares underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units that have not vested (#) | Market value of shares or units of stock that have not vested ($) | 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) | | David Peacock | 4/19/2024 | PSU | — | — | — | — | — | — | 207,852(2) | 606,928 | | | 4/19/2024 | RSU | — | — | — | — | 207,852(3) | 606,928 | — | — | | | 4/19/2024 | Option | — | 1,450,549(4) | 4.33 | 4/19/2031 | — | — | — | — | | | 3/8/2023 | PSU | — | — | — | — | 377,359(5) | 1,101,888 | 283,018(6) | 826,413 | | | 2/1/2023 | RSU | — | — | — | — | 377,358(3) | 1,101,885 | — | — | | | 2/1/2023 | Option | 1,600,000 | 400,000(7) | 2.65 | 2/1/2033 | — | — | — | — | | | 2/1/2023 | Option | — | 2,750,000(8) | 5.00 | 2/1/2033 | — | — | — | — | | | 2/1/2023 | Option | — | 3,250,000(9) | 10.00 | 2/1/2033 | — | — | — | — | | Christopher Growe | 4/19/2024 | PSU | — | — | — | — | — | — | 83,140(2) | 242,769 | | | 4/19/2024 | RSU | — | — | — | — | 83,140(3) | 242,769 | — | — | | | 4/19/2024 | Option | — | 263,736(4) | 4.33 | 4/19/2031 | — | — | — | — | | | 6/12/2023 | PSU | — | — | — | — | 130,233(5) | 380,280 | 97,574(6) | 285,208 | | | 6/12/2023 | RSU | — | — | — | — | 43,411(3) | 126,760 | — | — | | | 4/3/2023 | Option | 360,000 | 240,000(10) | 2.00 | 4/3/2033 | — | — | — | — | | | 4/3/2023 | Option | — | 600,000(11) | 5.00 | 4/3/2033 | — | — | — | — | | | 4/3/2023 | Option | — | 600,000(12) | 10.00 | 4/3/2033 | — | — | — | — | | Jack Pestello | 4/19/2024 | PSU | — | — | — | — | — | — | 69,422(2) | 202,712 | | | 4/19/2024 | RSU | — | — | — | — | 69,422(3) | 202,712 | — | — | | | 4/19/2024 | Option | — | 220,219(4) | 4.33 | 4/19/2031 | — | — | — | — | | | 6/12/2023 | PSU | — | — | — | — | 232,559(5) | 679,072 | 174,418(6) | 509,301 | | | 6/12/2023 | RSU | — | — | — | — | 77,520(3) | 226,358 | — | — | | | 6/1/2023 | Option | 400,000 | 266,666(13) | 2.00 | 6/1/2033 | — | — | — | — | | | 6/1/2023 | Option | — | 666,667(14) | 5.00 | 6/1/2033 | — | — | — | — | | | 6/1/2023 | Option | — | 666,667(15) | 10.00 | 6/1/2033 | — | — | — | — | | Michael Taylor | 4/19/2024 | PSU | — | — | — | — | — | — | 69,284(2) | 202,309 | | | 4/19/2024 | RSU | — | — | — | — | 69,284(3) | 202,309 | — | — | | | 4/19/2024 | Option | — | 219,780(4) | 4.33 | 4/19/2031 | — | — | — | — | | | 6/12/2023 | PSU | — | — | — | — | 232,559(5) | 679,072 | 174,418(6) | 509,301 | | | 6/12/2023 | RSU | — | — | — | — | 77,520(3) | 226,358 | — | — | | | 6/12/2023 | Option | 200,000 | 133,333(16) | 2.15 | 6/12/2033 | — | — | — | — | | | 6/12/2023 | Option | — | 333,333(17) | 5.00 | 6/12/2033 | — | — | — | — | | | 6/12/2023 | Option | — | 333,334(18) | 10.00 | 6/12/2033 | — | — | — | — | | | 6/1/2022 | PSU | — | — | — | — | 4,147(19) | 12,109 | — | — | | | 6/1/2022 | RSU | — | — | — | — | 4,726(3) | 13,858 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 12,665(19) | 36,982 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 14,497(3) | 42,331 | — | — | | Andrea Young | 4/19/2024 | PSU | — | — | — | — | — | — | 69,284(2) | 202,309 | | | 4/19/2024 | RSU | — | — | — | — | 69,284(3) | 202,309 | — | — | | | 4/19/2024 | Option | — | 219,780(4) | 4.33 | 4/19/2031 | — | — | — | — | | | 10/02/2023 | PSU | — | — | — | — | 176,057(5) | 514,086 | 132,042(6) | 385,563 | | | 10/2/2023 | RSU | — | — | — | — | 58,686(3) | 171,363 | — | — | | | 6/1/2022 | PSU | — | — | — | — | 8,293(19) | 24,216 | — | — | | | 6/1/2022 | RSU | — | — | — | — | 9,491(3) | 27,714 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 14,585(19) | 42,588 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 16,695(3) | 48,749 | — | — |

  40. Outstanding Equity Awards At 2024 Year‑End

    (1) This value is based upon the closing sale price of the Company’s Class A common stock on December 31, 2024 of $2.92. (2) Represents an award of PSUs that is a contingent right to receive Class A common stock upon vesting. The number of PSUs that vest at the end of the final performance period ending December 31, 2026 will depend, in part, on the Company’s ACE and Adjusted EBITDA Margin from Continuing and Discontinued Operations during each of the three one-year performance periods, and, in part, on the Company’s relative TSR ranking. The Named Executive Officers will receive payment with respect to the PSUs, in the form of shares of the Company’s Class A common stock, at the conclusion of the final performance period. Between 0% and 200% of the target PSUs will be eligible to vest based on the average annual performance of each performance period relative to the ACE and Adjusted EBITDA Margin from Continuing and Discontinued Operations objectives set forth in the applicable PSU award agreements. In addition, the final PSU vesting based on ACE and Adjusted EBITDA Margin from Continuing and Discontinued Operations will be subject to adjustment based on the Company’s relative TSR ranking, which sets a floor of 100% target PSUs if the relative TSR ranking at the end of the three-year performance period is at or above the 75th percentile and a cap of 100% target PSUs if the relative TSR ranking at the end of the three-year performance period is at or below the 25th percentile. The PSUs are reflected in the table above at “target” performance levels. The vesting of equity awards held by the Named Executive Officers is subject to their continued service with the Company through each applicable vesting date. (3) Represents an award of RSUs that is a contingent right to receive Class A Common Stock upon vesting. The RSUs are scheduled to vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to the Named Executive Officer’s continued service with the Company through each applicable vesting date. (4) Represents an award of stock options, giving the Named Executive Officer the right to purchase Class A common stock upon vesting. The option is scheduled to vest in equal installments on each of the first, second, and third anniversaries of the grant date, subject to the Named Executive Officer’s continued service with the Company through each applicable vesting date. (5) Represents an award of PSUs that is a contingent right to receive Class A common stock upon vesting. The PSUs reflected in this row under the “Number of shares or units that have not vested” column represent the portion of the 2023 PSUs that were earned at “target” based on the Company’s achievement of Adjusted EBITDA from Continuing and Discontinued Operations and revenues performance goal levels (in each case as adjusted for the Impact of Transaction) in 2023 and are scheduled to vest in three equal installments on each of the first, second, and third anniversaries of the grant date, subject to the Named Executive Officer’s continued service with the Company through each such date. The Company’s achievement for the 2023 performance period exceeded target, as described above in the “Compensation Discussion and Analysis,” but the above-target portion of the PSUs remain subject to additional performance-based vesting conditions and are described in footnote (6) below. (6) Represents an award of PSUs that is a contingent right to receive Class A common stock upon vesting. The PSUs reflected in this row under the "Equity incentive plan awards: number of unearned shares, units or other rights that have not vested" column represent the portion of the 2023 PSUs that were earned above "target" level based on the Company’s achievement of Adjusted EBITDA from Continuing and Discontinued Operations and revenues performance goal levels (in each case as adjusted for the Impact of Transactions) in 2023 and will vest in full on the third anniversary of the grant date, subject to continued performance during fiscal year 2025 with respect to Adjusted EBITDA from Continuing and Discontinued Operations and revenues, as applicable, at above the performance levels achieved in 2023 for such performance metrics and the Named Executive Officer’s continued service with the Company through the vesting date. (7) Represents an award of stock options, giving the Mr. Peacock the right to purchase Class A common stock upon vesting. The option vested with respect to 1,600,000 shares on February 1, 2024 and will vest with respect to the remaining 400,000 shares on February 1, 2025, subject to the Mr. Peacock’s continued service with the Company through each applicable vesting date. (8) Represents an award of stock options, giving Mr. Peacock the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 1,200,000 shares on February 1, 2025, and the remaining 1,550,000 on February 1, 2026, subject to Mr. Peacock’s continued service with the Company through each applicable vesting date. (9) Represents an award of stock options, giving Mr. Peacock the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 50,000 shares on February 1, 2026, 1,600,000 shares on February 1, 2027, and the remaining 1,600,000 shares on February 1, 2028, subject to Mr. Peacock’s continued service with the Company through each applicable vesting date. (10) Represents an award of stock options, giving Mr. Growe the right to purchase Class A common stock upon vesting. The option vested with respect to 360,000 shares on March 27, 2024, and is scheduled to vest with respect to the remaining 240,000 shares on March 27, 2025, subject to Mr. Growe’s continued service with the Company through each applicable vesting date. (11) Represents an award of stock options, giving Mr. Growe the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 120,000 shares on March 27, 2025, 360,000 shares on March 27, 2026, and the remaining 120,000 shares on March 27, 2027, subject to Mr. Growe’s continued service with the Company through each applicable vesting date. (12) Represents an award of stock options, giving Mr. Growe the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 240,000 shares on March 27, 2027, and the remaining 360,000 shares on March 27, 2028, subject to Mr. Growe’s continued service with the Company through each applicable vesting date. (13) Represents an award of stock options, giving Mr. Pestello the right to purchase Class A common stock upon vesting. The option vested with respect to 400,000 shares on June 1, 2024, and is scheduled to vest with respect to the remaining 266,666 shares on June 1, 2025, subject to Mr. Pestello’s continued service with the Company through each applicable vesting date. (14) Represents an award of stock options, giving Mr. Pestello the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 133,334 shares on June 1, 2025, 400,000 shares on June 1, 2026, and 133,333 shares on June 1, 2027, subject to Mr. Pestello’s continued service with the Company through each applicable vesting date. (15) Represents an award of stock options, giving Mr. Pestello the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 266,667 shares on June 1, 2027 and the remaining 400,000 shares on June 1, 2028, subject to Mr. Pestello’s continued service with the Company through each applicable vesting date.

  41. Outstanding Equity Awards At 2024 Year‑End

    (16) Represents an award of stock options, giving Mr. Taylor the right to purchase Class A common stock upon vesting. The option vested with respect to 200,000 shares on June 12, 2024, and is scheduled to vest with respect to the remaining 133,333 shares on June 12, 2025, subject to Mr. Taylor’s continued service with the Company through each applicable vesting date. (17) Represents an award of stock options, giving Mr. Taylor the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 66,667 shares on June 12, 2025, 200,000 shares on June 12, 2026, and 66,666 shares on June 12, 2027, subject to Mr. Taylor’s continued service with the Company through each applicable vesting date. (18) Represents an award of stock options, giving Mr. Taylor the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 133,334 shares on June 12, 2027 and the remaining 200,000 shares on June 12, 2028, subject to Mr. Taylor’s continued service with the Company through each applicable vesting date. (19) Represents an award of PSUs that is a contingent right to receive Class A common stock upon vesting. The PSUs became earned based on the Company’s achievement of Adjusted EBITDA and revenues goals for fiscal year 2022, which, in March 2023, were determined to be achieved at 0% and 83.2% of target, respectively. As a result, the earned PSUs in the amount set forth in the table above were scheduled to vest in equal installments on each of the first, second, and third anniversaries of the grant date, subject to the Named Executive Officer’s continued service with the Company through each applicable vesting date.

  42. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the stock options that were exercised and the PSUs and RSUs that vested during 2024.

  43. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting | Value Realized Upon Vesting ($)(1) | | David Peacock | — | $— | 377,357 | 1,507,541 | | Christopher Growe | — | $— | 86,820 | 265,669 | | Jack Pestello | — | $— | 155,037 | 474,413 | | Michael Taylor | — | $— | 218,286 | 709,501 | | Andrea Young | — | $— | 195,503 | 673,043 |

  44. Option Exercises and Stock Vested

    (1) Reflects the product of the number of shares of stock subject to awards of RSUs and PSUs, as applicable, that vested during 2024, multiplied by the closing price of our common stock on the applicable vesting date.

  45. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following discussion describes and quantifies the estimated amount of potential payments and benefits that would be provided to each of our Named Executive Officer’s under the Company’s A&R 2020 Plan and applicable award agreements, and employment agreements with certain of the Named Executive Officers in the event of a termination of employment and/or a change in control of the Company. The material elements of these provisions are summarized below.

  46. Quantification of Potential Payments Upon Termination or Change in Control

    Quantification of Potential Payments Upon Termination or Change in Control The following table summarizes the payments that would be made to our Named Executive Officers upon the occurrence of a qualifying termination of employment and/or a change in control of the Company, assuming that each Named Executive Officer’s termination of employment with us and/or change in control (as applicable) occurred on December 31, 2024 under the circumstances described above. Amounts shown assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the A&R 2020 Plan and do not include (i) accrued but unpaid salary through the date of termination or (ii) vested benefits already earned or accrued by the Named Executive Officer prior to termination.

  47. Quantification of Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Termination without Cause or for Good Reason (No Change in Control) | Termination without Cause or for Good Reason in Connection with Change in Control | Termination due to Death or Disability | | David Peacock(1) | Severance pay | $2,200,000 | $2,200,000 | $1,100,000 | | | Healthcare Benefits(2) | 72,000 | 72,000 | 36,000 | | | Equity Acceleration(3) | 1,412,195(4) | 4,081,099(5) | 1,768,831(6) | | Christopher Growe(1) | Severance pay | 600,000 | 600,000 | 300,000 | | | Healthcare Benefits(2) | 25,178 | 25,178 | 12,589 | | | Equity Acceleration(3) | 555,239(4) | 1,498,586(5) | 970,609(6) | | Jack Pestello(1) | Severance pay | 780,000 | — | — | | | Healthcare Benefits(2) | 25,178 | — | — | | | Equity Acceleration(3) | 1,294,008 | — | — | | Michael Taylor(1) | Severance pay | 393,750 | 525,000 | — | | | Healthcare Benefits(2) | 15,470 | 20,627 | — | | | Equity Acceleration(3) | — | 2,047,297(5) | 1,335,687(6) | | Andrea Young(1) | Severance pay | — | — | — | | | Healthcare Benefits(2) | — | — | — | | | Equity Acceleration(3) | — | 1,618,898(5) | 982,276(6) |

  48. Quantification of Potential Payments Upon Termination or Change in Control

    (1) For each Messrs. Peacock, Growe, and Taylor, and Ms. Young, the severance payments and benefits set forth in the table above reflect the estimated payments and benefits assuming the applicable triggering event took place on December 31, 2024. For Mr. Pestello, the severance payments and benefits set forth in the table above reflect the payments and benefits actually received or to be received by him in connection with his termination of employment, which are described in more detail above under “Potential Payments Upon Termination or Change in Control—Jack Pestello.” (2) Reflects company portion of payments made during the severance period described above. For termination due to death or disability, healthcare benefits continue only for termination related to disability, and are reduced by any amounts received under an applicable disability policy. (3) For Messrs. Peacock, Growe, and Taylor, and Ms. Young, represents the value of certain equity awards held by the Named Executive Officers on December 31, 2024 that would be subject to accelerated vesting, based on the closing stock price of our common stock on December 31, 2024 ($2.92) less, if applicable, the exercise price of each outstanding stock option. For Mr. Pestello, represents the value of the accelerated vesting of his equity awards in connection with his termination of employment based on the closing stock price of our common stock on December 31, 2024 ($2.92), although the actual vesting of his awards will occur on different dates. Mr. Pestello’s amount does include up to 179,130 PSUs that may vest in the future subject to the Company’s actual performance. For details regarding the equity award that were accelerated in connection with Mr. Pestello’s termination of employment, see above under “Potential Payments Upon Termination or Change in Control—Jack Pestello.” (4) For purposes of this column, the number of RSUs and options subject to accelerated vesting is reflected based on the number of awards that would vest on the next occurring vesting date following the date of termination. For PSUs granted prior to 2024, the number of PSUs subject to accelerated vesting is based on actual performance given that the applicable performance period was complete as of December 31, 2024. For PSUs granted in 2024, the number of PSUs subject to accelerated vesting is based on (i) actual performance for completed annual performance periods as of the assumed date of termination, and (ii) target performance for performance periods that have not yet commenced as of the assumed date of termination, in each case, without any adjustment based on our relative TSR ranking, and prorated based on the length of service during the three-year period ending December 31, 2026. (5) For purposes of this column, for PSUs granted prior to 2024, the number of PSUs subject to accelerated vesting is based on actual performance given that the applicable performance period was complete as of December 31, 2024. For PSUs granted in 2024, the number of PSUs subject to accelerated vesting is based on actual performance for the 2024 performance period, given that the performance period was upon the assumed date of termination of employment, and is based on target performance for the 2025 performance period and 2026 performance period, given that the performance periods would not have commenced on the assumed date of termination of employment, without any adjustment based on our relative TSR ranking. (6) For purposes of this column, for PSUs granted prior to 2024, the number of PSUs subject to accelerated vesting is based on target performance (or, if such termination due to death or disability occurs following a change in control, based on the number of PSUs that remain eligible to vest following the change in control, as described in footnote (5)). For purposes of this table, the PSUs are reflected based on target performance.

  49. Pay Versus Performance

    Pay Versus Performance The following table sets forth information concerning the compensation of our Named Executive Officers for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023, and 2024 and our financial performance for each such fiscal year:

  50. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO (David Peacock) ($) | Summary Compensation Table Total for PEO (Jill Griffin) ($) | Summary Compensation Table Total for PEO (Tanya Domier) ($) | Compensation Actually Paid to PEO (David Peacock) ($)(1)(4) | Compensation Actually Paid to PEO (Jill Griffin) ($)(2)(4) | Compensation Actually Paid to PEO (Tanya Domier) ($)(3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | Net (Loss) Income ($ in thousands) | Adjusted EBITDA from Continuing and Discontinued Operations(6) ($ in thousands) | | 2024 | 6,321,775 | — | — | (4,321,670) | — | — | 1,890,455 | (540,431) | 31 | 127 | (324,770) | 374,373 | | 2023 | 15,780,735 | 2,570,265 | 653,997 | 24,446,629 | 1,303,890 | 479,509 | 2,317,434 | 3,606,125 | 38 | 115 | (60,382) | 424,282 | | 2022 | — | 7,540,376 | 7,605,766 | — | 6,697,920 | (717,974) | 4,905,643 | 1,690,808 | 22 | 119 | (1,377,302) | 435,985 | | 2021 | — | 6,626,971 | 10,330,444 | — | — | 6,176,582 | 5,791,592 | 3,533,727 | 84 | 123 | 57,549 | 521,178 | | 2020 | — | — | 14,074,523 | — | — | 14,074,523 | 6,834,475 | 6,555,725 | 139 | 108 | (175,070) | 487,175 |

  51. Pay Versus Performance

    (1) David Peacock has served as Chief Executive Officer of the Company since February 1, 2023. (2) Jill Griffin served as Chief Executive Officer of the Company from the period between April 1, 2022 and January 16, 2023. (3) Tanya Domier resigned as Chief Executive Officer of the Company, and was appointed Executive Chair, on April 1, 2022. In addition, Ms. Domier served as interim Principal Executive Officer during the period between January 16, 2023 and February 1, 2023. (4) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining Named Executive Officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  52. Pay Versus Performance

    | Year | PEO | Non‑PEO NEOs | | 2024 | David Peacock | Christopher Growe, Jack Pestello, Michael Taylor, Andrea Young | | 2023 | David Peacock, Jill Griffin and Tanya Domier | Christopher Growe, Jack Pestello, Michael Taylor, Andrea Young, and Brian Stevens | | 2022 | Jill Griffin and Tanya Domier | Brian Stevens | | 2021 | Tanya Domier | Jill Griffin and Brian Stevens | | 2020 | Tanya Domier | Jill Griffin and Brian Stevens |

  53. Pay Versus Performance

    The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non‑PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEOs or our non‑PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point‑in‑time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our PEOs and our non‑PEO NEOs for each applicable fiscal year and the Options Exercised and Stock Vested table for the value realized by each of them upon the vesting of stock awards during 2024. Compensation actually paid to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  54. Pay Versus Performance

    | | 2024 | | | Adjustments | PEO (David Peacock) | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(4,439,998) | $(1,050,496) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | (2,230,812) | (467,023) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (4,114,144) | (850,664) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 141,509 | (62,703) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | TOTAL ADJUSTMENTS | $(10,643,445) | $(2,430,886) |

  55. Pay Versus Performance

    Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share on the applicable year‑end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for PSU awards, the same valuation methodology as RSU awards above except that the year‑end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year‑end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in the money options, an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2024 and prior fiscal years. (5) For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) on our Class A common stock and the cumulative TSR (the “Peer Group TSR”) of the S&P Consumer Staples Select Sector Index (the “Peer Group”) through December 31, 2020, 2021, 2022, 2023, and 2024. The table assumes $100 was invested at the market close on October 29, 2020, which was the first day our Class A common stock began trading. Data for the Peer Group TSR assumes reinvestment of dividends. (6) The Company selected Adjusted EBITDA from Continuing and Discontinued Operations as the company‑selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO(s) and the remaining Named Executive Officers. See Annex A in this proxy statement for a reconciliation of Adjusted EBITDA from Continuing and Discontinued Operations, a non‑GAAP measure, to the most directly comparable GAAP measure.

  56. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Relationship Between Financial Performance Measures The graphs below compare the compensation actually paid to the individuals serving as our PEO and the average of the compensation actually paid to our remaining Named Executive Officers, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our Adjusted EBITDA from Continuing and Discontinued Operations, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.s. Total Pay Versus Performance Tabular List We believe the following performance measures represent important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for the fiscal year ended December 31, 2024: • Adjusted EBITDA from Continuing and Discontinued Operations (as adjusted for Impact of Transactions); • Incentive EBITDA; • ACE (as adjusted for Impact of Transactions); • Adjusted EBITDA Margin from Continuing and Discontinued Operations (as adjusted for Impact of Transactions); and • Relative TSR. For additional details regarding our most important financial performance measures, please see the sections titled “Annual Performance‑Based Non‑Equity Incentive Compensation” and “Long‑Term Equity Incentive Compensation” in our Compensation Discussion and Analysis (CD&A) elsewhere in this proxy statement.

  57. CEO Pay Ratio—2024

    CEO Pay Ratio—2024 For 2024, the annual total compensation of our median employee was $12,773, and the annual total compensation (determined as described below) of Mr. Peacock was $6,321,775. The ratio of these amounts is 488 to 1. To identify our median employee, we used a consistently applied compensation measure (“CACM”) to all employees on our worldwide payroll as of December 31, 2024, including full time, part‑time, regular, and temporary employees. Our CACM consisted of gross earnings as of December 31, 2024 (annualized for permanent employees on leave of absence or not employed for the full year) as obtained from our internal payroll systems. Exchange rates were applied as of the determination date to convert all non‑U.S. currencies into U.S. dollars. Other than annualizing base salary for permanent employees, we did not make any compensation adjustments whether for cost of living or otherwise in the identification process. The median employee’s annual total compensation for fiscal 2024 was determined using the same methodology used to determine our Named Executive Officers’ annual total compensation set forth in the “Summary Compensation Table” on page 34. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S‑K under the Exchange Act. SEC regulations permit companies to adopt a variety of methodologies, apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices and other factors unique to their workforce and business operations when calculating their pay ratio. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.