DEF 14A of Digital Turbine, Inc., Jul 18, 2023

DEF 14A of Digital Turbine, Inc.

Filed Jul 18, 2023 · FY20230001104659-23-082005

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Information Concerning Current Directors and Nominees

    Information Concerning Current Directors and Nominees Our Board currently has eight members, all of whose terms expire at our Annual Meeting. Each incumbent director has been nominated for reelection to a one-year term that expires at our 2024 annual meeting. Each of our nominees was nominated based on the assessment of our Nominating and Corporate Governance Committee and our Board that each director has demonstrated: • an ability to make meaningful contributions to our Board; • relevant business experience; strong communication and analytical skills; • a reputation for honesty and ethical conduct; • excellent decision-making ability; and • good judgment. Our Board consists of, and seeks to continue to include, persons whose diversity of skills, professional experience and background (including ethnic, gender, sexual orientation and cultural) is complementary to those of our other directors. While management presently has no knowledge that any nominee will refuse or be unable to serve as a director for the prescribed term, the proxy grants the proxy holders the power to vote the proxy for substitute nominees in the event that any nominee becomes unavailable to serve. The current Board members, each of whom is a nominee, are as follows:

  3. Information Concerning Current Directors and Nominees

    | NAME | AGE | POSITION | | Robert Deutschman(1) | 66 | Chair of the Board & Nominee | | Roy H. Chestnutt(2) | 63 | Current Director & Nominee | | Holly Hess Groos(3) | 60 | Current Director & Nominee | | Mohan S. Gyani(4) | 72 | Current Director & Nominee | | Jeffrey Karish(5) | 49 | Current Director & Nominee | | Mollie V. Spilman(6) | 55 | Current Director & Nominee | | Michelle Sterling(7) | 55 | Current Director & Nominee | | William G. Stone III | 55 | Chief Executive Officer, Current Director & Nominee |

  4. Information Concerning Current Directors and Nominees

    (1) Member of Audit Committee and Member of Nominating and Corporate Governance Committee (2) Member of Audit Committee (3) Chair of Audit Committee (4) Chair of Nominating and Corporate Governance Committee and Member of Compensation and Human Capital Management Committee (5) Chair of Compensation and Human Capital Management Committee (6) Member of Compensation and Human Capital Management Committee (7) Member of Compensation and Human Capital Management Committee and Nominating and Corporate Governance Committee

  5. Director Nominees

    Director Nominees Robert Deutschman. Mr. Deutschman joined our Board in May 2013 and was appointed Chair of the Board in December 2014. Mr. Deutschman joined Focal Point Partners LLC, an investment bank, as a Managing Director in January 2020, which was acquired by B. Riley Financial in 2022, where he remains a Managing Director today. Prior to that time, Mr. Deutschman held various positions with the Cappello Group, Inc., a merchant bank, since 1999, serving as Vice Chairman since 2008. Prior to joining Cappello, Mr. Deutschman was a Managing Director of Saybrook Capital Corp., and a Senior Vice President at Houlihan, Lokey. Mr. Deutschman served as the Vice Chairman of the Board of Directors of Enron Creditors Recovery Corp. (formerly Enron Corp.) from 2004 to 2014, a position he assumed upon Enron’s 2004 emergence from bankruptcy. Mr. Deutschman serves on the boards of several private companies, and also serves on the Executive Committee of the Water Buffalo Club, an organization dedicated to helping kids in need in Los Angeles. He previously served on the boards of MPG Office Trust Inc., a public real estate investment trust, First Bank of Beverly Hills, and the Brookfield DTLA Fund Office Trust Investor, Inc. Mr. Deutschman holds a B.A. from Haverford College, with honors, and a J.D. from Columbia University School of Law, where he was a Harlan Fiske Stone scholar. Mr. Deutschman was nominated based on the entirety of his experience and skills, although the Board noted specifically his extensive investment banking and financial experience and background in strategic advising, mergers and acquisitions and capital raising for institutions and private companies. Roy H. Chestnutt. Mr. Chestnutt joined our Board in June 2018. Since November 2017, Mr. Chestnutt has engaged in providing consulting services. From January 2013 to November 2017, Mr. Chestnutt served as Executive Vice President and Chief Strategy Officer of Verizon Communications Inc. (NYSE: VZ). Mr. Chestnutt was responsible for development and implementation of Verizon’s overall corporate strategy, including business development, joint ventures, strategic investments, acquisitions and divestitures. Before being named to that position, he was Senior Vice President — Corporate Strategy, with responsibility for the formulation and execution of Verizon’s strategic plan addressing new markets, solution areas and services that capitalize on the company’s assets, capabilities and brand across all lines of business. Mr. Chestnutt joined Verizon in 2011 from Motorola Networks where he served as corporate vice president of the Americas and helped lead the successful transition of the business unit to new ownership by Nokia Siemens Networks. Previously, Mr. Chestnutt was Chairman and Chief Executive Officer of Grande Communications, a facilities-based, “triple-play” communications provider in Texas. His responsibilities included leading the transition of Grande Communications from startup to a full service, market-driven company, which resulted in the successful sale of the company. Prior to joining Grande, Mr. Chestnutt was the senior vice president of National Field Sales and General Business for Sprint-Nextel. From 2000 to 2005, he held positions at Nextel Communications as regional vice president of the Southwest in Austin and of the West in the San Francisco Bay Area. Mr. Chestnutt also has general management experience with PrimeCo Personal Communications and AirTouch Cellular. Mr. Chestnutt serves as a member of the board of directors of Intelsat, S.A., a satellite telecom network operator. Mr. Chestnutt serves as a member of the board of directors of Telstra, Australia’s leading telecommunications and technology company. He also served on the boards of directors of the international industry association GSMA, Saudi Telecom, Boingo, and is a former chair of the Chief Strategy Officers Group including 25 global strategists from the world’s leading wireless carriers. Mr. Chestnutt holds an MBA from the University of San Francisco, and a B.S. in Business Administration from San Jose State University. Mr. Chestnutt was nominated based on the entirety of his experience and skills, although the Board noted specifically his broad knowledge of the wireless industry and extensive industry relationships and background in strategic advising. Jeffrey Karish. Mr. Karish has been a member of our Board since May 2013. Mr. Karish is a member of the leadership team at the Heritage Group, a private holding and investment company with an emphasis on healthcare and medical research. Mr. Karish was the former President of Windsor Media LLC, subsequent to having served as the company’s Executive Vice President and acting General Counsel, with a focus on investing and finance which included private equity funding, early stage venture capital funding and general investment management. Previously, Mr. Karish was Head of Media Strategy and Corporate Development at Yahoo with a primary focus in strategic growth initiatives and M&A. Prior to Yahoo, he was a management consultant at McKinsey & Company and a key member of McKinsey’s West Coast Media and Technology practice. Mr. Karish was formerly a member of the Board of Banc of California. Mr. Karish holds a J.D. from Harvard University, a M. Phil. in International Relations from Cambridge University, and a B.A. in History from UC Berkeley. Mr. Karish was nominated based on the entirety of his experience and skills, although the Board noted specifically his extensive management and financial experience and background in strategic advising and mergers and acquisitions for companies. Holly Hess Groos. Ms. Groos joined our Board in May 2021. Ms. Groos currently serves as an external advisor for the Performance Improvement and Telecommunications practices of Bain & Company, and she has served in that position since April 2020. Prior to joining Bain & Company, from 1990 to March 2020, Ms. Groos held a variety of senior strategic roles at Verizon before retiring. Most recently, she led and accelerated Verizon’s $10BB Business Excellence cash cost reduction initiative by identifying areas to become more efficient and effective, including leveraging opportunities for scale, driving process improvement initiatives and implementing best practices. Her career at Verizon also included serving as Treasurer of Verizon, Chief Financial Officer of Verizon Media (AOL and Yahoo!), Chief Financial Officer of Verizon Wireless and head of Internal Audit for Verizon. She also created and ran an Operational Excellence organization, Verizon Lean Six Sigma, to implement process improvement, transform cost structure and redefine standards of operational excellence. Ms. Groos currently serves on the Board of Directors for the Council for Economic Education and Guiding Eyes for the Blind. Mr. Groos holds a Bachelor of Science degree in Business Administration from Miami University of Ohio, with a Major in Accounting. She is a Certified Public Accountant in the State of Ohio. She is also a Lean Six Sigma blackbelt. The Board appointed Ms. Groos to serve as a director based on the entirety of her experience and skills, including her strategic financial leadership, business operational process experience, and extensive knowledge of the wireless technology industry.

  6. Director Nominees

    Mohan S. Gyani. Mr. Gyani joined our Board in January 2016. Mr. Gyani has been a private investor since 2005 and sits on the Boards of public and private companies. From 2000 to 2003, Mr. Gyani served as president and chief executive officer of AT&T Wireless Mobility Services, Inc., a telecommunications company, and as senior advisor to the chairman and chief executive officer through 2004. From 1995 to 1999, Mr. Gyani was Executive Vice President and Chief Financial Officer of AirTouch Communications, Inc., a wireless telephone service provider. Upon the acquisition of AirTouch by Vodafone, Mr. Gyani served as executive director on the board of Vodafone AirTouch and as its head of strategy and M&A until July 1999. Prior to AirTouch Communications, Mr. Gyani spent 15 years with Pacific Telesis Group, Inc., parent of Pacific Bell, a telecommunications company, where he held various financial and operational positions. Mr. Gyani serves as a member of the board of directors and Chair of the Board Compensation Committee of Synchronoss Technologies, Inc. (Nasdaq: SNCR), a provider of cloud, digital, messaging, and Internet of Things (IoT) platforms, products, and solutions, and a member of the board of directors of Airling, a private company that provides an enterprise grade cloud and edge platform for AI and IoT. Mr. Gyani was formerly a member of the boards of directors of numerous companies, including Blackhawk Network Holdings, Inc. (Nasdaq: HAWK), a provider of prepaid payments products; IDEA Cellular, a wireless service provider; MUFG Union Bank, N.A and its financial holding company, MUFG Americas Holdings Corporation; and Mobileum Inc., a provider of roaming services and telco big data analytics solutions to mobile network operators in the United States and internationally. Mr. Gyani holds a B.A. and an M.B.A. from San Francisco State University. Mr. Gyani was nominated based on the entirety of his experience and skills, although the Board noted specifically his broad knowledge of the wireless industry, extensive industry relationships, background in strategic advising, and deep experience serving on public and private company boards. Mollie V. Spilman. Ms. Spilman joined our Board in February 2022. Ms. Spilman is the Chief Revenue Officer, Advertising & Marketing Cloud, at Oracle Corporation, and has served in that position since 2019. Previously, Ms. Spilman was the Chief Operating Officer of Criteo S.A., an advertising technology company, from 2014 to 2019. From 2012 to 2014, Ms. Spilman was the Executive Vice President, Sales and Operations, of Millennial Media. Prior to Millennial Media, Ms. Spilman served as the Chief Marketing Officer of Yahoo! Inc. from 2010 to 2012. Prior to that time, Ms. Spilman served in CEO and other C-level executive positions at various online technology companies. Ms. Spilman has won several awards, including the 2017 Business Insider award as the “5th Most Powerful Woman in Mobile” and the 2017 Stevie Silver award for “Female Executive of the Year.” Ms. Spilman holds a B.A. in English Literature from Trinity College. Ms. Spilman was nominated based on the entirety of her experience and skills, although the Board noted specifically her wide-ranging experience in the advertising technology industry and her operational and C-level executive experience. Michelle Sterling. Ms. Sterling joined our Board in June 2019. Since 2020, Ms. Sterling has engaged in Human Resources consulting. From 1994 to 2020 Ms. Sterling served in various capacities at Qualcomm, Inc. (“Qualcomm”) (Nasdaq: QCOM) and had been Executive Vice President and Chief Human Resources Officer at Qualcomm since 2015. Previously, she was SVP, Human Resources at Qualcomm. Throughout her tenure with Qualcomm, Ms. Sterling supported Qualcomm’s strategies in complex transactions including joint ventures and divestitures. Ms. Sterling had direct responsibility for more than 33,000 Qualcomm employees worldwide and served as a member of Qualcomm’s executive committee. Ms. Sterling formerly served as a member of the board of directors of TuSimple (Nasdaq: TSP) as well as on the executive committee and board of directors of San Diego Regional Economic Development Corporation, executive committee of the Corporate Directors Forum, and previously was a board member for Girl Scouts San Diego, chair of the board of directors of Serving Seniors, vice-chair of the board of directors and chair of the advisory council of Occupational Training Services, and chair of the corporate board of directors for the San Diego Workforce Partnership. Ms. Sterling holds a B.S. in Business Management from the University of Redlands. Ms. Sterling was nominated based on the entirety of her experience and skills, although the Board noted specifically her wide-ranging technology experience, knowledge, and understanding of global organizational structures and human capital management. William G. Stone III. Mr. Stone became our Chief Executive Officer in October 2014 and was appointed to the Board in January 2015, prior to which Mr. Stone had served from November 2013 as President and Chief Operating Officer of the Company. From August 2012 to November 2013, Mr. Stone served as the Chief Executive Officer of the Company’s wholly owned subsidiary, Digital Turbine, Inc. Mr. Stone was previously Senior Vice President of Qualcomm Inc. and President of its subsidiary FLO TV Inc. from 2009 to 2011. Prior to Qualcomm, Mr. Stone was the CEO and President of the smartphone application storefront provider, Handango (acquired by Appia Inc.), from 2007 to 2009. Mr. Stone has extensive global experience in wireless, technology, mobile content, marketing and distribution, having held executive positions at several operators such as Verizon, Vodafone, and AirTouch. Mr. Stone has a B.A. and M.B.A. from Rice University. Mr. Stone was nominated based on his position as our Chief Executive Officer and his extensive experience in our industry.

  7. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following compensation table sets forth for fiscal years 2023, 2022, and 2021, the base salary and other compensation of our named executive officers.

  8. SUMMARY COMPENSATION TABLE

    | Position | Fiscal Year Ended March 31, | Salary ($) | Bonus ($) | Non-Equity Incentive Plan Compensation | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | William G. Stone III Chief Executive Officer | 2023 | 625,000 | 62,500 | — | 5,625,000 | 1,875,000 | 28,942 | 8,216,442 | | | 2022 | 575,000 | 134,000 | 514,000 | 4,875,000 | 1,625,000 | 25,317 | 7,748,317 | | | 2021 | 550,000 | 165,000 | 572,200 | 500,000 | 485,294 | 25,376 | 2,297,870 | | Barrett Garrison Executive Vice President and Chief Financial Officer | 2023 | 400,000 | 40,000 | — | 2,100,000 | 700,000 | 31,385 | 3,271,385 | | | 2022 | 365,000 | 64,000 | 242,000 | 1,500,000 | 500,000 | 25,562 | 2,696,562 | | | 2021 | 350,000 | 70,000 | 242,700 | 200,000 | 194,118 | 24,273 | 1,081,091 | | Matthew Gillis(3) President | 2023 | 400,000 | — | — | 900,000 | 300,000 | 36,715 | 1,636,715 | | | 2022 | 400,000 | 100,000 | — | — | — | 6,190 | 506,190 | | Senthil Kanagaratnam(4) Chief Technology Officer | 2023 | 400,000 | 250,000(5) | — | 1,650,000 | 550,000 | 8,597 | 2,858,597 | | Michael B. Miller Chief Accounting Officer | 2023 | 310,000 | — | — | 475,693 | 170,766 | 30,660 | 987,119 | | | 2022 | 275,000 | 66,603 | — | — | — | 10,362 | 351,965 |

  9. SUMMARY COMPENSATION TABLE

    (1) The amounts in the “Stock Awards” and “Option Awards” columns relate to awards of stock options, RSUs and PSUs made under the Company’s Amended and Restated 2011 Equity Incentive Plan or 2020 Equity Incentive Plan (collectively, the “Equity Incentive Plans”). With respect to each award, the amounts disclosed generally reflect the fair value of the award as of the grant date for all awards issued in the respective fiscal year, in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation.” Generally, ASC Topic 718 “Compensation-Stock Compensation” requires the full grant-date fair value of an award to be amortized and recognized as compensation cost over the service period that relates to the award. Note 10, “Stock-Based Compensation,” in the Notes to the Consolidated Financial Statements included in our Annual Report sets forth the relevant assumptions used to determine the valuation of our awards. (2) Amounts under “All Other Compensation” represent Company paid health benefits, 401K employer matching contributions, and technology and wellness allowances. (3) Mr. Gillis became our President in July 2022. (4) Mr. Kanagaratnam joined the Company and was appointed as our Chief Technology Officer in October 2022. The amount in the “Salary” column reflects Mr. Kanagaratnam’s total annual base salary. Under Mr. Kanagaratnam’s employment agreement, the Company paid Mr. Kanagaratnam a signing bonus of $250,000. If Mr. Kanagaratnam voluntarily terminates his employment or if the Company terminates his employment for cause (as defined in Mr. Kanagaratnam’s employment agreement) (a) prior to the first anniversary of his start date, Mr. Kanagaratnam must repay 50% of the signing bonus back to the Company and (b) on or after the first anniversary and prior to the second anniversary of his start date, Mr. Kanagaratnam must repay 33% of the signing bonus back to the Company.

  10. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED MARCH 31, 2023

    GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED MARCH 31, 2023 The following table sets forth certain information about plan-based awards that we made to the named executive officers during the fiscal year ended March 31, 2023.

  11. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED MARCH 31, 2023

    | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#) | Option Awards: Number of Shares Underlying Options (#)(1) | Exercise Price of Option Awards ($/Share) | Grant date Fair Value of Stock & Option Awards ($)(1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | William G. Stone III Chief Executive Officer | 5/27/2022 | 250,000 | 500,000(2) | 1,000,000 | — | — | — | — | — | — | — | | | 5/27/2022 | — | — | — | 35,165 | 70,330(3) | 140,660 | — | — | — | 1,875,000 | | | 5/27/2022 | — | — | — | — | — | — | 140,660(4) | — | — | 3,750,000 | | | 5/27/2022 | — | — | — | — | — | — | — | 113,436(5) | 29.33 | 1,875,000 | | Barrett Garrison Executive Vice President and Chief Financial Officer | 5/27/2022 | 160,000 | 320,000(2) | 640,000 | — | — | — | — | — | — | — | | | 5/27/2022 | — | — | — | 13,129 | 26,257(3) | 52,514 | — | — | — | 700,000 | | | 5/27/2022 | — | — | — | — | — | — | 52,513(4) | — | — | 1,400,000 | | | 5/27/2022 | — | — | — | — | — | — | — | 42,349(5) | 29.33 | 700,000 | | Matthew Gillis President | 5/27/2022 | — | — | — | 5,627 | 11,253(3) | 22,506 | — | — | — | 300,000 | | | 5/27/2022 | — | — | — | — | — | — | 22,505(4) | — | — | 600,000 | | | 5/27/2022 | — | — | — | — | — | — | — | 18,150(5) | 29.33 | 300,000 | | Senthil Kanagaratnam Chief Technology Officer | 11/7/2022 | — | — | — | — | — | — | 135,135(7) | — | — | 1,650,000 | | | 11/7/2022 | — | — | — | — | — | — | — | 69,005(8) | 12.21 | 550,000 | | Michael B. Miller Chief Accounting Officer | 4/14/2022 | — | — | — | — | — | — | — | 7,808(6) | 36.98 | 170,766 | | | 4/14/2022 | — | — | — | — | — | — | 6,157(9) | — | — | 227,686 | | | 12/7/2022 | — | — | — | — | — | — | 15,837(10) | — | — | 248,000 |

  12. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED MARCH 31, 2023

    (1) The value of an equity award is based on the fair market value as of the grant date of such award determined pursuant to ASC 718. Value of PSUs is tied to satisfaction of certain revenue, adjusted EBITDA and TSR performance criteria determined after the close of the end of fiscal year 2025. For PSUs, the Company has assumed an attainment of the target amount. (2) Represents the performance portion (80%) of the annual incentive plan opportunity granted during fiscal year 2023. The remaining portion of the annual incentive plan opportunity (20%) is a bonus payable in the discretion of the Compensation Committee. (3) The stock awards are comprised entirely of PSUs. The PSUs vest for a number of shares based upon satisfaction of certain financial performance criteria (revenue and adjusted EBITDA subject to a TSR modifier) during the three fiscal year period ended March 31, 2025. For further discussion of this PSU award, see discussion under “Executive Compensation — Compensation Discussion and Analysis — Equity and Equity — Based Compensation”. (4) The stock awards are comprised entirely of RSUs. One-fourth of the RSUs vest on the first anniversary of the grant date, which is May 27, 2023. The balance vests proportionately each quarter during the remaining three years through the fourth anniversary of the grant date. (5) The options granted on May 27, 2022 vest one-fourth on the first anniversary of the grant date, which is May 27, 2023. The balance vests proportionately each quarter thereafter over the following three years from the first anniversary through the fourth anniversary of the grant date, which is May 27, 2026. All unvested options granted will vest immediately upon a change of control of the Company. The exercise price of such stock options is equal to 110% of the closing price of our common stock on the grant date. (6) The options granted vest monthly in equal increments for 36 months and become fully vested on April 14, 2025. All unvested options granted will vest immediately upon a change of control of the Company. The RSUs granted on November 7, 2022 vest over three years, with one-third vesting on the first anniversary of the grant date and the remainder vesting proportionately each quarter thereafter over the following two years. The options granted on November 7, 2022 vest over three years, with one-third vesting on the first anniversary of the grant date and the remainder vesting proportionately each quarter thereafter over the following three years. All unvested options granted will vest immediately upon a change of control of the Company. The RSUs vest over three years with one-third vesting on the first anniversary of the grant date and the remainder vesting proportionately each quarter thereafter over the following two years. The RSUs vest over two years, 50% on the first anniversary of the grant date and the remaining 50% on the second anniversary of the grant date.

  13. OUTSTANDING EQUITY AWARDS AT MARCH 31, 2023

    OUTSTANDING EQUITY AWARDS AT MARCH 31, 2023 The following table presents information regarding outstanding options and unvested stock awards held by our named executive officers as of March 31, 2023.

  14. OUTSTANDING EQUITY AWARDS AT MARCH 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested(6) ($) | 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(6) ($) | | William G. Stone III(1) Chief Executive Officer | 5/27/2022 | — | 113,436 | 29.33 | 5/27/2032 | — | — | — | — | | | 5/27/2022 | — | — | — | — | 140,660 | 1,738,558 | — | — | | | 5/27/2022 | — | — | — | — | — | — | 70,330 | 869,279 | | | 6/1/2021 | — | — | — | — | 27,000 | 333,720 | — | — | | | 6/1/2021 | — | — | — | — | — | — | 24,000 | 296,640 | | | 6/1/2021 | 18,053 | 23,212 | 67.71 | 6/1/2031 | — | — | — | — | | | 5/31/2020 | — | — | — | — | 2,098 | 25,931 | — | — | | | 5/31/2020 | — | — | — | — | — | — | 37,764 | 466,763 | | | 5/31/2020 | 100,806 | 41,509 | 6.42 | 5/31/2030 | — | — | — | — | | | 5/31/2019 | 150,000 | — | 3.77 | 5/31/2029 | — | — | — | — | | | 7/8/2014 | 200,000 | — | 4.11 | 7/8/2024 | — | — | — | — | | Barrett Garrison(2) Executive Vice President and Chief Financial Officer | 5/27/2022 | — | 42,349 | 29.33 | 5/27/2032 | — | — | — | — | | | 5/27/2022 | — | — | — | — | 52,513 | 649,061 | — | — | | | 5/27/2022 | — | — | — | — | — | — | 26,257 | 324,537 | | | 6/1/2021 | — | — | — | — | 8,308 | 102,687 | — | — | | | 6/1/2021 | — | — | — | — | — | — | 7,384 | 91,266 | | | 6/1/2021 | 5,554 | 7,143 | 67.71 | 6/1/2031 | — | — | — | — | | | 5/31/2020 | — | — | — | — | 839 | 10,370 | — | — | | | 5/31/2020 | — | — | — | — | — | — | 15,106 | 186,710 | | | 5/31/2020 | 53,763 | 3,163 | 6.42 | 5/31/2030 | — | — | — | — | | | 5/31/2019 | 75,000 | — | 3.77 | 5/31/2029 | — | — | — | — | | | 8/4/2017 | 100,000 | — | 1.09 | 8/4/2027 | — | — | — | — | | | 2/2/2017 | 135,000 | — | 0.71 | 2/2/2027 | — | — | — | — | | | 9/12/2016 | 450,000 | — | 1.37 | 9/12/2026 | — | — | — | — | | Matthew Gillis(3) President | 5/27/2022 | — | 18,150 | 29.33 | 5/27/2032 | — | — | — | — | | | 5/27/2022 | — | — | — | — | 22,505 | 278,162 | — | — | | | 5/27/2022 | — | — | — | — | — | — | 11,253 | 139,087 | | | 1/5/2022 | 2,979 | 4,683 | 55.71 | 1/5/2032 | — | — | — | — | | | 1/5/2022 | — | — | — | — | 13,781 | 170,333 | — | — | | Senthil Kanagaratnam(4) Chief Technology Officer | 11/7/2022 | — | 69,005 | 12.21 | 11/7/2032 | — | — | — | — | | | 11/7/2022 | — | — | — | — | 135,135 | 1,670,269 | — | — | | Michael B. Miller(5) Chief Accounting Officer | 12/7/2022 | — | — | — | — | 15,837 | 195,745 | — | — | | | 4/14/2022 | 2,272 | 5,166 | 36.98 | 4/14/2032 | — | — | — | — | | | 4/14/2022 | — | — | — | — | 6,157 | 76,101 | — | — | | | 8/23/2021 | 8,867 | 7,935 | 51.19 | 8/23/2031 | — | — | — | — |

  15. OUTSTANDING EQUITY AWARDS AT MARCH 31, 2023

    During the fiscal year ended March 31, 2023, Mr. Stone was awarded stock options to purchase 113,436 shares of our common stock, of which one-fourth vests on the first anniversary date of the grant date (May 27, 2023) and with the balance vesting proportionately each quarter thereafter over the following three years from August 7, 2023 through the fourth anniversary of the grant date, which is May 27, 2026. Also during the fiscal year ended March 31, 2023, Mr. Stone was awarded RSUs for 140,660 shares of our common stock that vest over four years, with one-fourth of the RSUs vesting on the first anniversary of the grant date (May 27, 2023) and the balance vesting proportionately each quarter during the remaining three years beginning August 27, 2023 through May 27, 2026. We also granted Mr. Stone during the fiscal year ended March 31, 2023 PSUs for a target number of 70,330 shares, with the actual number of shares ranging from 0 to 140,660 based on satisfaction of certain revenue, adjusted EBITDA and TSR performance criteria determined after the close of fiscal year 2025. During the fiscal year ended March 31, 2022, Mr. Stone was awarded RSUs for 48,000 shares of our common stock that vest over four years, with one-fourth of the RSUs vesting on the first anniversary of the grant date (June 1, 2022) and the balance vesting proportionately each month during the remaining three years beginning July 1, 2022 through June 1, 2025. Also during the fiscal year ended March 31, 2022, Mr. Stone was awarded PSUs for a target number of 24,000 shares, with the actual number of shares to be issued ranging from 0 to 48,000 based upon satisfaction of certain revenue and adjusted EBITDA performance criteria determined after the close of fiscal year 2024. We also granted Mr. Stone during the fiscal year ended March 31, 2022 stock options to purchase 41,265 shares, of which one-fourth vests on the first anniversary of the grant date (June 1, 2022) and with the balance vesting proportionately each month thereafter over the following three years from July 1, 2022 through the fourth anniversary of the grant date, which is June 1, 2025. During the fiscal year ended March 31, 2021, Mr. Stone was awarded RSUs for 37,764 shares of our common stock that vest over three years, with one-third of the RSUs vesting on the first anniversary of the grant date (June 1, 2021) and the balance vesting proportionately each month during the remaining two years beginning on July 1, 2021 through June 1, 2023. Also during fiscal year ended March 31, 2021, we awarded Mr. Stone PSUs for a target number of 37,764 shares of our common stock, with the actual number of shares to be issued ranging from 0 to 75,528 based upon satisfaction of certain revenue and adjusted EBITDA performance criteria determined after the close of fiscal year 2023. We also granted Mr. Stone during fiscal year ended March 31, 2021 stock options to purchase 142,315 shares of our common stock, of which one-fourth vests on the first anniversary of the grant date (June 1, 2021) and with the balance vesting proportionately each month thereafter over the following three years from July 1, 2021 through the fourth anniversary of the grant date, which is June 1, 2024. During the fiscal year ended March 31, 2020, Mr. Stone was awarded RSUs for 33,156 shares of our common stock that vest over three years, with one-third of the RSUs vesting on the first anniversary of the grant date (June 1, 2020), and with the balance vesting proportionately each month during the remaining two years beginning on July 1, 2020 through June 1, 2022. Also during fiscal year 2020, we awarded to Mr. Stone PSUs for a target number of 33,156 shares of our common stock, with the actual number of shares to be issued ranging from 0 to 66,312 based upon satisfaction of certain revenue and adjusted EBITDA performance criteria determined after the close of fiscal year 2022. On May 31, 2019 Mr. Stone was awarded stock options to purchase up to an aggregate of 150,000 shares of our common stock with an exercise price of $3.77 per share, which are now fully vested. On July 8, 2014, Mr. Stone was granted 200,000 stock options exercisable at the exercise price of $4.11, which are now fully vested. All unvested options granted will vest immediately upon a change of control of the Company. During the fiscal year ended March 31, 2023, Mr. Garrison was awarded stock options to purchase 42,349 shares of our common stock, of which one-fourth vests on the first anniversary date of the grant date (May 27, 2023) and with the balance vesting proportionately each quarter thereafter over the following three years from August 7, 2023 through the fourth anniversary of the grant date, which is May 27, 2026. Also during the fiscal year ended March 31, 2023, Mr. Garrison was awarded RSUs for 52,513 shares of our common stock that vest over four years, with one-fourth of the RSUs vesting on the first anniversary of the grant date (May 27, 2023) and the balance vesting proportionately each quarter during the remaining three years beginning August 27, 2023 through May 27, 2026. We also granted Mr. Garrison during the fiscal year ended March 31, 2023 PSUs for a target number of 26,257 shares, with the actual number of shares ranging from 0 to 52,514 based on satisfaction of certain revenue, adjusted EBITDA and TSR performance criteria determined after the close of fiscal year 2025. During

  16. OUTSTANDING EQUITY AWARDS AT MARCH 31, 2023

    the fiscal year ended March 31, 2022, Mr. Garrison was awarded RSUs for 14,769 shares of our common stock that vest over four years, with one-fourth of the RSUs vesting on the first anniversary of the grant date (June 1, 2022) and the balance vesting proportionately each month during the remaining three years beginning July 1, 2022 through June 1, 2025. Also during the fiscal year ended March 31, 2022, Mr. Garrison was awarded PSUs for a target number of 7,384 shares, with the actual number of shares to be issued ranging from 0 to 14,768 based upon satisfaction of certain revenue and adjusted EBITDA performance criteria determined after the close of fiscal year 2024. We also granted Mr. Garrison during the fiscal year ended March 31, 2022 stock options to purchase 12,697 shares of which one-fourth vests on the first anniversary of the grant date (June 1, 2022) and with the balance vesting proportionately each month thereafter over the following three years from July 1, 2022 through the fourth anniversary of the grant date, which is June 1, 2025. During the fiscal year ended March 31, 2021, Mr. Garrison was awarded RSUs for 15,106 shares of our common stock that vest over three years, with one-third of the RSUs vesting on the first anniversary of the grant date (June 1, 2021) and the balance vesting proportionately each month during the remaining two years beginning on July 1, 2021 through June 1, 2023. Also during fiscal year ended March 31, 2021, we awarded Mr. Garrison PSUs for a target number of 15,106 shares of our common stock, with the actual number of shares to be issued ranging from 0 to 30,212 based upon satisfaction of certain revenue and adjusted EBITDA performance criteria determined after the close of fiscal year 2023. We also granted during fiscal year ended March 31, 2021 stock options to purchase 56,926 shares of our common stock, of which one-third vests on the first anniversary of the grant date (June 1, 2021) and with the balance vesting proportionately each month thereafter over the following two years from July 1, 2021 through the third anniversary of the grant date, which is June 1, 2023. During the fiscal year ended March 31, 2020, Mr. Garrison was awarded RSUs for 21,552 shares of our common stock that vest over three years, with one-third of the RSUs vesting on the first anniversary of the grant date of June 1, 2020, and with the balance vesting proportionately each month during the remaining two years beginning on July 1, 2020 through June 1, 2022. Also during fiscal year 2020, we awarded to Mr. Garrison PSUs for a target number of 21,552 shares of our common stock, with the actual number of shares to be issued ranging from 0 to 43,104 based upon satisfaction of certain revenue and adjusted EBITDA performance criteria determined after the close of fiscal year 2022. On May 31, 2019 Mr. Garrison was awarded stock options to purchase up to an aggregate of 75,000 shares of our common stock with an exercise price of $3.77 per share, which are now fully vested. On August 4, 2017, Mr. Garrison was granted 100,000 options with an exercise price of $1.09 per share, all of which are fully vested. On February 2, 2017, Mr. Garrison was granted 135,000 options with an exercise price of $0.71 per share, all of which are fully vested. In connection with Mr. Garrison’s employment agreement, on September 12, 2016 he was granted 450,000 options with an exercise price of $1.37 per share, which are now fully vested. All unvested options granted will vest immediately upon a change of control of the Company. During the fiscal year ended March 31, 2023, Mr. Gillis was awarded stock options to purchase 18,150 shares of our common stock, of which one-fourth vests on the first anniversary date of the grant date (May 27, 2023) and with the balance vesting proportionately each quarter thereafter over the following three years from August 7, 2023 through the fourth anniversary of the grant date, which is May 27, 2026. Also during the fiscal year ended March 31, 2023, Mr. Gillis was awarded RSUs for 26,257 shares of our common stock that vest over four years, with one-fourth of the RSUs vesting on the first anniversary of the grant date (May 27, 2023) and the balance vesting proportionately each quarter during the remaining three years beginning August 27, 2023 through May 27, 2026. We also granted Mr. Gillis during the fiscal year ended March 31, 2023 PSUs for a target number of 11,253 shares, with the actual number of shares ranging from 0 to 22,506 based on satisfaction of certain revenue, adjusted EBITDA and TSR performance criteria determined after the close of fiscal year 2025. During the fiscal year ended March 31, 2022 and in connection with his appointment as President in July 2022, Mr. Gillis was granted (1) stock options to purchase 7,662 shares of our common stock with an exercise price of $55.71 per share, which options will vest over three years, one-third of which vests on the first anniversary of the start date (January 3, 2023) and the remainder vesting pro rata on a monthly basis during the remaining two years and (2) RSUs for 22,438 shares, which vest over three years, one-third of which vests on the first anniversary of the start date (January 3, 2023) and the remainder vests proportionately each month during the remaining two years beginning February 3, 2023 through January 3, 2025. All unvested options granted will vest immediately upon a change of control of the Company. Mr. Kanagaratnam joined the Company as our Chief Technology Officer on November 7, 2022. On November 7, 2022, Mr. Kanagaratnam was granted (1) stock options to purchase 69,005 shares of our common stock with an exercise price of $12.21 per share, which options will vest over three years, of which one-third vests on the first anniversary of the grant date (November 7, 2023) and with the balance vesting proportionately each quarter thereafter over the following two years from February 7, 2024 through the third anniversary of the grant date, which is November 7, 2025 and (2) RSUs for 135,135 shares of our common stock which vest over three years, one-third of which vests on the first anniversary of the grant date (November 7, 2023) and the remainder vests proportionately each quarter during the remaining two years beginning February 7, 2024 through November 7, 2025. All unvested options granted will vest immediately upon a change of control of the Company. During the fiscal year ended March 31, 2023, Mr. Miller was awarded RSUs for 15,837 shares of our common stock that vest over two years, with one-half vesting on the first anniversary of the grant date (December 7, 2023) and the balance vesting on the second anniversary of the grant date (December 7, 2024). Also during the fiscal year ended March 31, 2023, Mr. Miller was awarded stock options to purchase 7,438 shares of our common stock with an exercise price of $36.98 per share, which will vest monthly in equal increments for 36 months and become fully vested on April 14, 2025. We also granted Mr. Miller during the fiscal year ended May 31, 2023 RSUs for 6,157 shares of our common stock that vest over three years, with one-third of the RSUs vesting on the first anniversary of the grant date (April 14, 2023) and the balance vesting proportionately each quarter during the remaining two years beginning July 14, 2023 through April 14, 2025. On August 23, 2021, the Company awarded to Mr. Miller, pursuant to him joining the Company, stock options to purchase 16,802 shares of our common stock with an exercise price of $51.19 per share, which will vest monthly in equal increments for 36 months and become fully vested on August 23, 2024. All unvested options granted will vest immediately upon a change of control of the Company. Value based on the closing price of our common stock as reported on the Nasdaq on March 31, 2023 of $12.36 per share.

  17. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED MARCH 31, 2023

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED MARCH 31, 2023 The following table sets forth information with respect to our named executive officers concerning the exercise of stock options and vesting of stock awards during the fiscal year 2023.

  18. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED MARCH 31, 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercises (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | William G. Stone III Chief Executive Officer | 822,500 | 11,856,315 | 101,743 | 2,347,540 | | Barrett Garrison Executive Vice President and Chief Financial Officer | — | — | 55,798 | 1,338,485 | | Matthew Gillis President | — | — | 8,657 | 129,262 | | Senthil Kanagaratnam Chief Technology Officer | — | — | — | — | | Michael B. Miller Chief Accounting Officer | — | — | — | — |

  19. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED MARCH 31, 2023

    (1) The value realized upon exercise of options is calculated by multiplying the number of options exercised by the difference between closing price of our common stock on the exercise date and the exercise price. The value realized upon vesting of stock awards is calculated by multiplying the number of shares of stock awards vested by the closing price of our common stock on the vesting date and does not necessarily reflect actual proceeds received.

  20. TERMINATION PROVISIONS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    TERMINATION PROVISIONS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The section below provides information concerning the amount of compensation payable to our named executive officers in the event of termination of such executive’s employment, including certain estimates of the amounts that would have been paid on certain dates under what we believe to be reasonable assumptions. However, the actual amounts to be paid out can only be determined at the time of such executive’s termination.

  21. CEO PAY RATIO

    CEO PAY RATIO The fiscal year 2023 annual total compensation of our CEO was $8,216,442 (as set forth in the “SUMMARY COMPENSATION TABLE” below), the fiscal year 2023 annual total compensation of our median compensated employee was $143,867 and the ratio of these amounts is 57 to 1. We determined our median compensated employee by using base salary, bonuses, commissions, and grant date fair value of equity awards granted to employees during the fiscal year. We applied this measure to our global employee population as of the last day of the fiscal year, excluding our CEO. Further, we annualized base salaries for permanent full-time employees that did not work the full year. We calculated the median employee’s 2023 annual total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the table entitled “SUMMARY COMPENSATION TABLE.”

  22. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the Company’s performance, please see “Compensation Discussion & Analysis” above.

  23. PAY VERSUS PERFORMANCE

    | | | | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On: | | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | Net Income (in thousands)(5) | Adjusted EBITDA (in thousands)(6) | Net Revenue (in thousands)(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2023 | $8,216,442 | $(4,432,027) | $2,188,452 | $505,401 | $286.77 | $104.58 | $16,870 | $163,208 | $665,920 | | 2022 | $7,748,317 | $(6,366,994) | $1,005,692 | $(1,136,768) | $1,016.47 | $1,016.47 | $35,569 | $195,234 | $747,596 | | 2021 | $2,297,870 | $51,641,122 | $701,789 | $16,500,595 | $1,864.50 | $1,864.50 | $54,884 | $75,613 | $313,579 | | 2020 | N/A | N/A | N/A | N/A | $100.00 | $100.00 | N/A | N/A | N/A |

  24. PAY VERSUS PERFORMANCE

    (1) Mr. Stone was the Principal Executive Officer (“PEO”) for each of fiscal year 2021, 2022, and 2023. (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of March 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). The following table details these adjustments:

  25. PAY VERSUS PERFORMANCE

    | | PEO | | | | | FY 2021 | FY 2022 | FY 2023 | | SCT Total | $2,297,870 | $7,748,317 | $8,216,442 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $(985,294) | $(6,500,000) | $(7,500,000) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b)(i) | $18,317,049 | $4,156,000 | $3,429,608 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(b)(ii) | $21,877,389 | $(8,193,902) | $(5,159,759) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b)(iii) | $0 | $0 | $0 |

  26. PAY VERSUS PERFORMANCE

    | | PEO | | | | | FY 2021 | FY 2022 | FY 2023 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(b)(iv) | $10,134,109 | $(3,577,409) | $(3,418,318) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(b)(v) | $0 | $0 | $0 | | Compensation Actually Paid | $51,641,122 | $(6,366,994) | $(4,432,027) |

  27. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

  28. PAY VERSUS PERFORMANCE

    | | NEO | | | | | FY 2021 | FY 2022 | FY 2023 | | SCT Total | $701,789 | $1,005,692 | $2,188,452 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(232,373) | $(500,000) | $(1,711,613) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $4,395,144 | $711,412 | $1,098,100 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $7,397,483 | $(1,251,148) | $(543,874) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $406,147 | $40,228 | $5,143 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $3,832,405 | $(1,142,952) | $(530,807) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | Compensation Actually Paid | $16,500,595 | $(1,136,768) | $505,401 |

  29. PAY VERSUS PERFORMANCE

    The dollar amounts reported under Average Summary Comp Table Total for Non-PEO NEOs represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The dollar amounts reported under Average Compensation Actually Paid for Non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO) during the applicable year. The adjustments noted in Note 2 above were made to average total compensation for the NEOs as a group (excluding the PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2. For 2023, reflects compensation information for our NEOs, other than our CEO, as described in the CD&A of this Proxy Statement. For 2022, reflects compensation information for Mr. Garrison, Mr. Miller, Mr. Gillis, and Ms. Christine Collins, former CTO. For 2021, reflects compensation information for Mr. Garrison, Ms. Collins, and Mr. David Wesch, former CAO. TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the companies referenced in our CD&A in this Proxy Statement. (5) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (6) The dollar amounts reported represent non-GAAP adjusted EBITDA, which is calculated as GAAP net earnings or loss excluding various cash and non-cash expenses, including interest expense, foreign transaction gains (losses), debt financing and non-cash related expenses, debt discount and non-cash debt settlement expense, gain or loss on extinguishment of debt, income taxes, asset impairment charges, depreciation and amortization, stock-based compensation expense, change in fair value of derivatives, and fees and expenses related to acquisitions. (7) The dollar amounts reported represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year.

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

    Relationship Between “Compensation Actually Paid” and Performance Measures We believe the table above shows the alignment between compensation actually paid to the NEOs and the Company’s performance, consistent with our compensation philosophy as described in our CD&A in this Proxy Statement. The charts below show, for the past three years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the PEO and NEO “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s net income; (iii) the Company’s Adjusted EBITDA; and (iv) the Company’s Revenue.

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

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

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  33. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table presents information regarding compensation paid to our directors during the fiscal year ended March 31, 2023. For compensation paid to William Stone III, see “Summary Compensation Table” above.

  34. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Robert Deutschman(2) | 83,500 | 282,250 | 365,750 | | Roy Chestnutt(3) | 55,000 | 190,000 | 245,000 | | Holly Hess Groos(4) | 58,750 | 195,000 | 253,750 | | Mohan S. Gyani(5) | 57,500 | 192,500 | 250,000 | | Jeffrey Karish(6) | 57,000 | 192,000 | 249,000 | | Mollie V. Spilman(7) | 53,000 | 185,000 | 238,000 | | Michelle Sterling(8) | 55,250 | 190,250 | 245,500 |

  35. DIRECTOR COMPENSATION

    (1) The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of each restricted stock award that was granted during the respective fiscal year, computed in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation”. Note 10, “Stock-Based Compensation,” in the Notes to the Consolidated Financial Statements included in our Annual Report sets forth the relevant assumptions used to determine the valuation of our stock option awards. (2) Mr. Deutschman is the Chair of the Board, member of the Audit Committee, and a member of the Nominating and Corporate Governance Committee. During the fiscal ended March 31, 2023, Mr. Deutschman was granted 13,473 shares of restricted common stock on August 2, 2022, of which 6,737 shares remained unvested as of March 31, 2023. (3) Mr. Chestnutt is a director of the Company and a member of the Audit Committee. During the fiscal year ended March 31, 2023, Mr. Chestnutt was granted 9,069 shares of restricted common stock on August 2, 2022, of which 4,535 shares remained unvested as of March 31, 2023. (4) Ms. Groos is a director of the Company and the Chair of the Audit Committee. Ms. Groos was granted 9,308 shares of restricted common stock on August 2, 2022, of which 4,654 shares remain unvested as of March 31, 2023. (5) Mr. Gyani is a director of the Company, Chair of the Nominating and Corporate Governance Committee, and a member of the Compensation and Human Capital Management Committee. During the fiscal year ended March 31, 2023, Mr. Gyani was granted 9,189 shares of restricted common stock on August 2, 2022, of which 4,595 shares remained unvested as of March 31, 2023. (6) Mr. Karish is a director of the Company and Chair of the Compensation and Human Capital Management Committee. During the fiscal year ended March 31, 2023, Mr. Karish was granted 9,165 shares of restricted common stock on August 2, 2022, of which 4,583 shares remained unvested as of March 31, 2023. (7) Ms. Spilman is a director of the Company and a member of the Compensation and Human Capital Management Committee. Ms. Spilman was granted 8,831 shares of restricted common stock on August 2, of which 4,415 remained unvested as of March 31, 2023. Ms. Sterling is a director of the Company and a member of the Compensation and Human Capital Management Committee and Nominating and Corporate Governance Committee. During the fiscal year ended March 31, 2023, Ms. Sterling was granted 9,081 shares of restricted common stock on August 2, of which 4,541 shares remained unvested as of March 31, 2023.

  36. NARRATIVE TO DIRECTOR COMPENSATION TABLE

    NARRATIVE TO DIRECTOR COMPENSATION TABLE For fiscal year ended March 31, 2023, director compensation was as follows:

  37. NARRATIVE TO DIRECTOR COMPENSATION TABLE

    | | Chair | Member | | Annual retainers:. | | | | Board of Directors | $75,000 | $50,000 | | Audit Committee | $20,000 | $10,000 | | Compensation Committee | $14,000 | $6,000 | | Nominating and Corporate Governance Committee | $9,000 | $4,500 | | Annual equity grants: | | | | Restricted stock value | $275,000 | $185,000 |

  38. NARRATIVE TO DIRECTOR COMPENSATION TABLE

    If a new director is appointed during the fiscal year (i.e., not at the annual stockholders meeting), the new director will receive a pro rata portion of the director compensation described above for the remainder of such director’s service until the next annual stockholders meeting. The Board annual retainer is paid in cash in four equal quarterly installments. The Committee retainers are paid 50% in cash (in four equal quarterly installments) and 50% in restricted stock (vesting over four quarters). The annual restricted stock grants vest over four quarters.