DEF 14A of GPGI, Inc., Apr 18, 2024

DEF 14A of GPGI, Inc.

Filed Apr 18, 2024 · FY20230001104659-24-048664

Open on EDGAR

  1. Director Nominee Biographies – Class III Directors

    Director Nominee Biographies – Class III Directors

  2. Director Nominee Biographies – Class III Directors

    | Name | Principal Occupation and Business Experience | | Mitchell Hollin Chairman of the Board Age: 61 | Mr. Hollin has served as a member of the Board since December 27, 2021. Since 2000, Mr. Hollin has served as a partner at LLR Partners, a middle market private equity firm committed to creating long-term value by growing its portfolio companies. Prior to joining LLR, Mitchell co-founded and served as Managing Director of Advanta Partners, a private equity firm focused on the financial services industry. His experience with private equity began while an Associate with Patricof and Co. Ventures, now Apax Partners. In addition to active board roles in connection with certain current LLR investments, Mr. Hollin also served on the Board of Heartland Payment Systems beginning in 2001 and later became Lead Director. Following the sale of Heartland to Global Payments (NYSE: GPN) in 2015, Mitchell served on the Board of Global Payments until its merger with TSYS in 2019, which formed one of the leading worldwide providers of payment technology services and software. Mr. Hollin holds a BS from the University of Pennsylvania and an MBA from the Wharton School of the University of Pennsylvania. Mr. Hollin was chosen to serve on the Board by LLR Equity Partners IV, L.P. pursuant to appointment rights in the Company’s Stockholders Agreement, dated December 27, 2021 (the “Stockholders Agreement”), and because the Company believes he has valuable experience in private equity and the financial services industry, as well as his experience as a member of various boards of directors. | | Paul Galant Age: 56 | Mr. Galant has served as a member of the Board since September 21, 2022. Mr. Galant currently serves as an Operating Partner of Churchill Capital, and has served as a member of Vivint’s board of directors since October 2015. Prior to that, Mr. Galant served as Chief Executive Officer of Brightstar Corp., a leading mobile services company for managing devices and accessories and subsidiary of SoftBank Group Corp., and he has served as an Operating Partner of SoftBank. Prior to joining Brightstar, Mr. Galant was the Chief Executive Officer of VeriFone Systems, Inc., and was a member of VeriFone’s board of directors, since October 2013. Prior to joining VeriFone, Mr. Galant served as the CEO of Citigroup Inc.’s Enterprise Payments business since 2010. In this role, Mr. Galant oversaw the design, marketing and implementation of global B2C and C2B digital payments solutions. From 2009 to 2010, Mr. Galant served as CEO of Citi Cards, heading Citigroup’s North American and International Credit Card and Merchant Acquiring businesses. From 2007 to 2009, Mr. Galant served as CEO of Citi Transaction Services, a division of Citi’s Institutional Clients Group. From 2002 to 2007, Mr. Galant was the Global Head of the Cash Management business, one of the largest processors of payments globally. Mr. Galant joined Citigroup, a multinational financial services corporation, in 2000. Prior to joining Citigroup, Mr. Galant held positions at Donaldson, Lufkin & Jenrette, Smith Barney, and Credit Suisse. Mr. Galant holds a B.S. in Economics from Cornell University where he graduated a Phillip Merrill Scholar. Ms. Galant was chosen to serve on the Board because of his valuable experience in the financial services industry and in operations matters. |

  3. Director Nominee Biographies – Class III Directors

    | Name | Principal Occupation and Business Experience | | Niloofar Razi Howe Age: 55 | Ms. Howe has served as a member of the Board since December 27, 2021. Since 2019, Ms. Howe has served as a senior operating partner at Energy Impact Partners, a venture capital fund. Ms. Howe previously served as chief strategy officer and senior vice president of strategy and operations at RSA, a global cybersecurity company, from 2015 to 2018. She also previously served as the chief strategy officer of Endgame (acquired by Elastic in 2019) from 2013 to 2015, an enterprise software security company, and spent twelve years leading deal teams in private equity and venture capital. Ms. Howe currently serves as a director of Tenable Holdings, Inc., Morgan Stanley Private Bank, NA and Morgan Stanley Bank, NA, Pondurance, Recorded Future, Swimlane, and Tamr. Ms. Howe received a bachelor’s degree from Columbia College and holds a juris doctor degree from Harvard Law School. Ms. Howe was chosen to serve on the Board because of her valuable experience as a technology and cybersecurity executive, as well as her experience in private equity and venture capital, as well as experience as a member of various boards of directors. |

  4. Continuing Director Biographies – Class I Directors

    Continuing Director Biographies – Class I Directors

  5. Continuing Director Biographies – Class I Directors

    | Name | Principal Occupation and Business Experience | | Jane J. Thompson Age: 72 | Ms. Thompson has served as a member of the Board since December 27, 2021. Ms. Thompson is the founder and Chief Executive Officer of Jane J. Thompson Financial Services LLC, a management consulting firm she founded in 2011. From May 2002 to June 2011, Ms. Thompson served as President of Walmart Financial Services, a division of Walmart Stores, Inc. that provides money services, products and solutions to Walmart customers. Previously, she led the Sears Credit, Sears Home Services, and Sears Online groups within Sears, Roebuck & Company, and was a partner with McKinsey & Company, Inc. advising consumer companies. Since 2012, Ms. Thompson has served on numerous public and private boards in fintech, financial services and payments. She currently serves as a director for Navient Corporation (Nasdaq: NAVI) and Katapult Holdings, Inc. (Nasdaq: KPLT). Ms. Thompson received a Master’s in Business Administration from Harvard Business School and a Bachelor’s in Business Administration in Marketing from the University of Cincinnati. Ms. Thompson was chosen to serve on the Board because of her extensive experience in the fields of fintech, financial services and payments, and management consulting, as well as her experience as a member of various boards of directors. | | Jonathan C. Wilk Age: 55 | Mr. Wilk has served as a member of the Board since December 27, 2021. Mr. Wilk has led the Company for over six years, serving as the Company’s Chief Executive Officer since May 2017, having joined in March 2016 as President and Chief Revenue Officer. He brings more than 25 years of banking, consulting, and private equity operating experience. Prior to joining the Company, from January 2014 to October 2015, he served as the President of PayChoice, a leading SaaS- based payroll company. Prior to PayChoice, from 2011 to 2013, Mr. Wilk was with JPMorgan Chase, where he joined as the Head of Product and Chief Marketing Officer for the Consumer Bank. He was responsible for checking, savings, debit, and prepaid products as well as brand and advertising and sponsorships for consumer banking. Prior to that, Mr. Wilk held several senior positions at Bank of America Merrill Lynch between 2003 and 2011, including the Global Head of Product for Treasury |

  6. Continuing Director Biographies – Class I Directors

    | Name | Principal Occupation and Business Experience | | | Services and the Head of Consumer and Small Business Deposits. Prior to his banking experience, Mr. Wilk was a management consultant with firms including Booz, Allen and Hamilton and Mercer Management Consulting. Mr. Wilk holds an MBA from the Kellogg Graduate School of Management at Northwestern University with majors in Strategy, Marketing, and Finance and a BS in Business Management from Pennsylvania State University. Mr. Wilk was chosen to serve on the Board because of his 25 years of banking, consulting, and private equity operating experience, and as the Company’s President and Chief Executive Officer, he is able to provide the Board with critical insight into the day-to-day operations of the Company. |

  7. Continuing Director Biographies – Class II Directors

    Continuing Director Biographies – Class II Directors

  8. Continuing Director Biographies – Class II Directors

    | Name | Principal Occupation and Business Experience | | Brian F. Hughes Age: 65 | Mr. Hughes has served as a member of our Board since December 27, 2021. Mr. Hughes currently serves as a director and audit committee chair of both Bentley Systems (Nasdaq: BSY) and Innovid Corp. (NYSE: CTV). Mr. Hughes was previously an audit partner, the national private markets group leader, and venture capital co-leader at KPMG LLP where he worked from 2002 to 2019 and an audit partner at Arthur Andersen where he worked from 1981 to 2002. Mr. Hughes received a Master’s in Business Administration and a Bachelor of Science in Economics and Accounting from the Wharton School of the University of Pennsylvania. Mr. Hughes was chosen to serve on the Board because of his financial expertise, extensive accounting, auditing and venture capital experience as well as his experience as a director and advisor of other companies. Mr. Hughes also has experience in cybersecurity matters, as evidenced by his CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute. | | Michele Logan Age: 57 | Ms. Logan has served as a member of the Board since December 27, 2021. From 2017 to February 2021, Ms. Logan, one of the Company’s founders, served as the Executive Chairman of the Company from May 2017 to February 2021, as CEO from May 2012 to May 2017, and Vice President, General Manager from 2002 to 2012. Prior to founding the Company, she began her career as a computer programmer analyst at Prudential Insurance. Ms. Logan graduated from Boston University with a BA in Computer Science and minor in Business Administration. She also holds an MBA degree from Fairleigh Dickinson University in Industrial Management. Ms. Logan has the right to designate an appointee to the Board pursuant to appointment rights in the Stockholders Agreement, and designated herself to serve on the Board. The Company believes she brings unique insight and experience in the industry to the Board as a result of co-founding the Company and previously serving as the Company’s Chief Executive Officer and Executive Chairman and her extensive experience in the field of payment cards. |

  9. Stockholder Nominations for Director Candidates

    Stockholder Nominations for Director Candidates In order for a stockholder to nominate a person for election to the Board or bring other business before the 2025 annual meeting of stockholders, the stockholder must comply with the advance notice provisions of our Bylaws, which require that the stockholder deliver written notice to the Corporate Secretary and comply with the other requirements set forth in the Bylaws. Specifically, we must receive this notice not less than 90 days and not greater than 120 days prior to the first anniversary of the preceding year’s annual meeting. In the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day prior to such annual meeting and no later than the later of (i) the close of business on the 90th day before the meeting or (ii) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Company. Stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees under SEC Rule 14a-19 must comply with the applicable provisions of our Bylaws, as well as complying with the additional requirements of SEC Rule 14a-19, including SEC Rule 14a-19(b). Any stockholder nomination must be submitted at c/o CompoSecure, Inc., 309 Pierce Street Somerset, New Jersey 08873, Attention: Corporate Secretary.

  10. Nomination Rights

    Nomination Rights In connection with our business combination completed in 2021 (the “Business Combination”), the Company and certain holders of our Common Stock (collectively, the “Voting Parties”) entered into the Stockholders Agreement, which provides for certain voting agreements of the Voting Parties, and, among other things, sets forth certain requirements regarding the composition of our Board. Under the Stockholders Agreement, the Voting Parties agreed to vote or cause to be voted all shares of Common Stock, whether at a regular or special meeting of our stockholders, in such a manner as may be necessary to elect and/or maintain the board of directors in accordance with the Stockholders Agreement. Pursuant to the Stockholders Agreement, the directors appointed to our Board presently must consist of: • our Chief Executive Officer (i.e., Jonathan C. Wilk); • one person designated by LLR Equity Partners IV, L.P. (presently Mitchell Hollin); • one person designated by Michele D. Logan (presently herself); and three independent directors, as mutually agreed upon by Michele D. Logan and LLR Equity Partners IV, L.P. and designated by our Nominating and Corporate Governance Committee (presently Brian F. Hughes, Niloofar Razi Howe and Jane J. Thompson). In addition, the Board has nominated Paul Galant to continue as an independent director if he is re-elected as part of the Class III proposal described above.

  11. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE The Board is committed to governance practices that promote long-term stockholder value and strengthen Board and management accountability to our stockholders, clients and other stakeholders. Our key governance practices include:

  12. CORPORATE GOVERNANCE

    | • 6 of our 7 directors are independent | • 3 of our 7 directors are female | | • Separate CEO and Board Chair positions | • Only independent directors on Board committees | | • ESG-focused to support sustainable growth | • Independent directors meet regularly without management | | • Clawback policy for management incentive compensation | • Annual Board & committee self-assessment | | • Mandatory stock ownership for CEO, other executive officers and non-employee directors | |

  13. Board of Directors

    Board of Directors The business and affairs of the Company are managed under the direction of our seven-member Board in accordance with our second amended and restated certificate of incorporation (“Certificate of Incorporation”), Bylaws and our Corporate Governance Guidelines, a copy of which can be found on our website at ir.composecure.com/corporate-governance/governance-overview. Our Board is divided into three classes of directors, with the directors serving staggered three-year terms, with only one class of directors elected at each Annual Meeting. Our Class I directors are Jane J. Thompson and Jonathan C. Wilk (with their terms expiring at the 2025 annual meeting), our Class II directors are Michele Logan and Brian F. Hughes (with their terms expiring at the 2026 Annual Meeting) and our Class III directors are Niloofar Razi Howe, Paul Galant and Mitchell Hollin (Board Chair) (with their terms expiring at the Annual Meeting). Each of our Class III directors are director nominees for election at the Annual Meeting. There are no family relationships among our directors and director nominees, or between our directors, director nominees and executive officers. As a recent public company, we believe that our Board’s classified structure provides enhanced continuity and stability in business strategies and policies. With the current class structure, after each election, at least two-thirds of the Board will have had prior experience and familiarity with our business, which is beneficial for long-term strategic planning and oversight of our operations. We believe that maintaining a classified board structure balances the need for stockholders to express their opinion on the Board’s performance with the need for our directors to focus on our long-term success and maximizing value for stockholders. When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in each of the directors’ individual biographies above. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess, but in identifying and evaluating director nominees, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

  14. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  15. Annual Cash Compensation of Non-Employee Directors

    Annual Cash Compensation of Non-Employee Directors

  16. Annual Cash Compensation of Non-Employee Directors

    | • Board Member — $50,000 • Audit Committee Chair — $20,000 • Compensation Committee Chair — $15,000 • Nominating and Corporate Governance Committee Chair — $1,000 • Audit Committee Member — $10,000 • Compensation Committee Member — $7,500 • Nominating and Corporate Governance Committee Member — $5,000 |

  17. Equity Compensation of Non-Employee Directors

    Equity Compensation of Non-Employee Directors The Director Compensation Policy provides that upon joining the Board, each non-employee director receives an initial equity award of RSUs with a value of $150,000, granted on the date such non-employee director begins service on the Board (the “Initial Equity Award”). The Initial Equity Awards vest on the first anniversary of the date on which the award is granted. Additionally, the Director Compensation Policy provides that non-employee directors is granted, on an annual basis, RSUs with a value of $150,000 effective on the date of each annual meeting (or, in the case of a non-employee director who joins the Board after the occurrence of the annual meeting for the year of their appointment to the Board, a pro-rata amount based on their appointment date) (the “Annual Equity Award”). The Annual Equity Awards vest in full on the earlier of (i) the first anniversary of the date of grant or (b) the next annual meeting. In addition, each non-employee director may elect to convert annual cash retainers into RSUs, or to defer receipt of the equity awards, or cash retainers, in accordance with the terms of the Company’s RSU Conversion and Deferral Program for Directors.

  18. Compensation Actually Paid to Non-Employee Directors

    Compensation Actually Paid to Non-Employee Directors The following table sets forth the compensation paid to non-employee directors for the year ended December 31, 2023.

  19. Compensation Actually Paid to Non-Employee Directors

    | Director(1) | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Paul Galant | 2023 | 60,000 | 150,000 | 210,000 | | Mitchell Hollin | 2023 | 67,500 | 150,000 | 217,500 | | Brian Hughes | 2023 | 77,500 | 150,000 | 227,500 | | Michele Logan | 2023 | 50,000 | 150,000 | 200,000 | | Niloofar Razi-Howe | 2023 | 65,000 | 150,000 | 215,000 | | Jane J. Thompson | 2023 | 70,000 | 150,000 | 220,000 |

  20. Compensation Actually Paid to Non-Employee Directors

    Note: (1) Information regarding compensation for Mr. Wilk, a director and also an employee, is set forth in the Executive Compensation — Summary Compensation Table section below. Represents annual equity awards of RSUs on May 18, 2023 with a grant date fair value of $150,000 computed in accordance with FASB ASC Topic 718.

  21. Our Compensation Philosophy

    Our Compensation Philosophy Attracting and rewarding the highly qualified executive talent is important to the Company, as well as fostering a “results-oriented” culture focused on achievement of business and financial performance objectives. Our competitive total compensation philosophy is reflected in the following key programs: • Market-competitive annual base salaries; • Annual cash incentives tied to financial performance; • Long-term incentives in the form of equity awards, with a significant component tied to financial performance; and • Market-competitive retirement and healthcare benefits. We have designed our executive compensation program to reward our CEO and other NEOs at a level consistent with our overall financial performance and to provide compensation sufficient to attract, retain, and motivate them to exert their best efforts in the highly competitive markets in which we operate. The Compensation Committee reviews our executive compensation program annually.

  22. Executive Compensation Best Practices

    | WE DO | WE DON’T DO | | Pay for Performance The Compensation Committee has designed our executive compensation program to use short-term and long-term incentive compensation awards to the achievement of strong financial performance to align the long-term interests of CEO and other NEOs with the interests of our stockholders. | No Guaranteed Bonuses We do not pay guaranteed minimum bonuses under our annual bonus plan. | | Independence and Experience The Compensation Committee is comprised completely of independent directors who have extensive experience. | No Excessive Perquisites We do not provide excessive perquisites for NEOs. | | Independent Compensation Advisor The Compensation Committee selects and engages its own independent advisor. During 2023, the Compensation Committee engaged Frederic W. Cook & Co., Inc (“FW Cook”) to assist with its responsibilities. Other than advisory services provided to the Compensation Committee, FW Cook has performed no other services for the Company. | No Defined Benefit Retirement Programs Other than our Section 401(k) savings plan generally available to all employees, we do not offer defined benefit or contribution retirement plans or arrangements or nonqualified deferred compensation plans or arrangements to our CEO or other NEOs. | | Thoughtful Peer Group Analysis The Compensation Committee reviews external market data when making compensation decisions and regularly reviews our peer group with its independent compensation advisor. | No “Single Trigger” Severance Payments We do not have “single trigger” severance payments payable solely on account of the occurrence of a change of control event. | | Annual Compensation Review The Compensation Committee conducts an annual review of our executive compensation philosophy and strategy, including reviewing the peer group used for compensation comparative purposes. | No Excise Tax Gross-Ups We do not provide excise tax gross-ups to our NEOs for change in control and severance payments. | | Emphasize Long-Term Equity The Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our CEO and other NEOs. These equity awards vest or may be earned over multi-year periods and a significant portion is tied to financial performance over multiple years, all of which better serves our long-term value-creation goals and retention objectives. | No Hedging/Pledging We prohibit our employees and our non-employee members of the Board from hedging our equity securities or from purchasing our securities on margin or pledging our securities as collateral for a loan, in each case without first obtaining the pre-approval of our General Counsel. | | “Clawback” Policy Our clawback policy requires recovery of incentive compensation in the event of a financial restatement resulting from the fraud or intentional misconduct of an executive officer or any other member of the Company’s senior leadership team. | |

  23. Emphasis on Variable and Performance-Based Compensation

    Emphasis on Variable and Performance-Based Compensation The annual compensation of our NEOs varies from year to year based on our financial results. Consistent with our overall compensation philosophy, our executive compensation program emphasizes “variable” pay over “fixed” pay and seeks to balance short-term and long-term incentives, as well as performance-based and time-based incentives. In 2023, the majority of target total direct compensation of our CEO and NEOs consisted of variable pay, including cash awarded under our annual bonus plan and long-term incentives in the form of equity awards. Our equity awards are in the form of restricted stock units which vest over a specified period of years and performance stock units, which vest upon achievement of specified financial performance over multiple years. The value of our equity awards to our CEO and other NEOs, once vested, is variable based on our stock price. Fixed pay, primarily consisting of base salary, made up only 10% of our CEO’s target total direct compensation in 2023, while variable pay, consisting of both annual and long-term incentives in the form of equity awards, made up 90% of his target total direct compensation. Similar allocations applied to our other NEOs.

  24. Independent Compensation Consultant

    Independent Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to engage its own advisors, including compensation consultants, as it determines in its sole discretion, to assist in carrying out its responsibilities. The Compensation Committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Compensation Committee. In 2023, pursuant to this authority, the Compensation Committee engaged FW Cook, a national compensation consulting firm, to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. FW Cook does not have authority to determine the ultimate compensation paid to executive officers or non-employee directors, and the Compensation Committee is under no obligation to utilize the information provided by FW Cook when making compensation decisions. The nature and scope of the services provided to the Compensation Committee by FW Cook in 2023 were as follows: • provided recommendations for updating the compensation peer group; • provided advice with respect to compensation best practices and market trends, regulatory and legislative developments for executive officers and non-employee members of our Board; and • conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers. Representatives of FW Cook regularly attend meetings of the Compensation Committee and also communicate with the Chairperson of the Compensation Committee outside of meetings. FW Cook reports to the Compensation Committee rather than to management, although FW Cook may meet with members of management, including our CEO and General Counsel to gather information on proposals that management may make to the Compensation Committee. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time. The Compensation Committee has assessed the independence of FW Cook taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of Nasdaq, and has concluded that its relationship with FW Cook and the work of FW Cook on behalf of the Compensation Committee has not raised any conflict of interest.

  25. Compensation Peer Group

    Compensation Peer Group Given our unique history and business, the Compensation Committee believes that the competitive market for executive talent includes primarily other companies in related industries. Accordingly, it reviews compensation from a compensation peer group that consists of a carefully selected cross-section of public companies that are in the same or related industries with revenues and market capitalizations similar to ours. This data is supplemented with executive compensation survey data representing both public and private technology companies that are of similar size. The Company’s peer group for 2023, which was approved by our Compensation Committee in September 2022, consisted of:

  26. Compensation Peer Group

    | Peer Group Selected by Compensation Committee for 2023 | | | Bakkt Holdings, Inc. | Cantaloupe, Inc. | | Cass Information Systems, Inc. | CPI Card Group Inc. | | Enova International, Inc. | EVERTEC, Inc. | | Flywire Corporation | Green Dot Corporation | | i3 Verticals, Inc. | International Money Express, Inc. | | Katapult Holdings, Inc. | MoneyLion Inc. | | NerdWallet, Inc. | Paya Holdings Inc.* | | Payoneer Global Inc. | Q2 Holdings, Inc. | | Remitly Global, Inc. | Repay Holdings Corporation | | BTRS Holdings, Inc. | Sunlight Financial Holdings Inc. |

  27. Compensation Peer Group

    Paya Holdings, Inc. was subsequently acquired by Nuvei Corporation in February 2023. This compensation peer group was used by the Compensation Committee in connection with its annual review of our executive compensation program. Specifically, the Compensation Committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data, to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluated how our pay practices and executive officer compensation compared to the competitive market. This information is only one of several factors that the Compensation Committee considers, however, in making its decisions with respect to the compensation of our executive officers.

  28. Compensation Programs

    | Program | Purpose | Key Features | | Base salary | Recognizes individual performance, level of experience and expertise, expected future performance and contributions | Competitive fixed compensation with actual base salaries evaluated and determined for each executive officer and individual position | | Annual performance-based cash incentives | Rewards annual achievement of pre-established corporate net revenue and Adjusted EBITDA objectives | Motivates our CEO and other NEOs to contribute to the Company’s annual financial performance to drive value for shareholders | | Long-term incentives | Rewards achievement of multi-year financial objectives designed to enhance long-term stockholder value and attract, retain, motivate, and reward our CEO and other NEOs over multiple years | RSUs and PSUs |

  29. Compensation Programs

    * These base salary increases were effective January 1, 2023. The actual salaries paid during 2023 are set forth in the “Summary Compensation Table” below. Annual Cash Bonuses Our CEO and other NEOs were eligible to receive annual cash incentive bonuses under the 2023 Management Incentive Plan (“2023 MIP”). We use annual cash incentive bonuses to motivate our CEO and other NEOs to drive continuous improvement year over year and enhance shareholder value, focusing on our short-term financial performance objectives. Consistent with our compensation philosophy, these annual incentive bonuses are intended to help us to deliver a competitive total direct compensation opportunity. Annual cash bonuses are entirely Company performance-based, are not guaranteed, and may vary materially from year to year. Typically, the Compensation Committee establishes cash incentive bonus opportunities based on the achievement of annual financial performance measures. The cash incentive bonus plan is designed to pay above-target bonuses when we exceed our annual performance objectives and below-target bonuses, including potentially no payouts, when we do not achieve these objectives. 2023 MIP Design In February 2023, the Compensation Committee adopted cash incentive bonus opportunities for our CEO and other NEOs pursuant to the 2023 MIP based on 2023 financial performance measures of net revenues and Adjusted EBITDA. For 2023, the target annual cash bonus opportunities for our CEO and other NEOs under the 2023 MIP, expressed as a percentage of annual base salary, were:

  30. Compensation Programs

    | NEO | 2023 Base Salary | Target Annual Cash Bonus Opportunity (As a % of Annual Base Salary) | Target Annual Cash Bonus Opportunity | | Jonathan Wilk | $618,000 | 100% | $618,000 | | Amanda Gourbault | $515,000 | 100% | $515,000 | | Adam Lowe | $437,750 | 60% | $262,650 | | Gregoire Maes | $386,250 | 60% | $231,750 | | Timothy Fitzsimmons | $386,250 | 60% | $231,750 |

  31. Compensation Programs

    The performance measures used for determining payouts against target amounts under the 2023 MIP were net revenues weighted at 67% and Adjusted EBITDA weighted 33% (Adjusted EBITDA is a non-GAAP financial measure which is reconciled to GAAP net income in the Annual Report on Form 10-K accompanying this Proxy Statement). The Compensation Committee determined this allocation to be appropriate to focus our CEO and other NEOs on our short-term financial objectives, at the same time, recognizing their contributions to the achievement of these objectives and setting the expectation that they successfully execute their individual roles and responsibilities. The payout scales for each performance metric were calibrated to pay the target annual cash bonus opportunity for achievement of the target performance level. For performance between threshold and target, payout percentages would be calculated using linear interpolation from the threshold payout percentage (50% of target) to the target payout. For performance above target and below maximum, payout percentages would be calculated using linear interpolation from the target to the maximum payout percentage (200% of target). For results below threshold performance, the payout percentage for that performance metric would be 0%. For results at or above maximum, the payout percentage for that performance metric was capped at 200%. In February 2024, the Compensation Committee assessed the Company’s actual financial performance for 2023 and determined that the payments under the 2023 MIP would be equal to 71% of the target bonus amounts for each participant. The Compensation Committee had the discretion to increase or decrease the actual payment amounts by ten percent (10%) to adjust for unusual or one-time changes to the business, but no such adjustments were made for 2023. Based on this determination, the Compensation Committee approved bonus payments for 2023 (paid in 2024) as follows for our CEO and the other NEOs:

  32. Compensation Programs

    | NEO | Target Annual Cash Bonus Opportunity | Payout Percentage | Actual Annual Cash Bonus Payment | | Jonathan Wilk | $618,000 | 71% | $438,780 | | Amanda Gourbault | $515,000 | 71% | $365,650 | | Adam Lowe | $262,650 | 71% | $186,482 | | Gregoire Maes | $231,750 | 71% | $164,543 | | Timothy Fitzsimmons | $231,750 | 71% | $164,543 |

  33. Compensation Programs

    Long-Term Incentive Compensation We deliver long-term incentive compensation in the form of equity awards to motivate our CEO and other NEOs, by providing them with the opportunity to build an equity interest in the Company and to align their interests with the long-term interests of our stockholders. In 2023, pursuant to our 2021 Incentive Equity Plan (the “Equity Plan”), the Compensation Committee granted PSU awards and RSU awards. The Compensation Committee believes that PSU awards which are earned upon achievement of multi-year financial objectives serve as an effective source of motivation to our CEO and other NEOs to drive our financial performance over multiple years. In addition, PSU awards provide a direct link between compensation and stockholder returns. The Compensation Committee also believes that RSU awards provide a reward for growth in the value of our common stock and are less dilutive than stock options to our stockholders. Since their value increases with any increase in the value of the underlying shares, RSU awards provide an incentive to generate sustained lasting increases in the value of our stock over the long term. In addition, because they are subject to a multi-year vesting requirement, RSU awards serve our retention objectives since our CEO and other NEOs must remain continuously employed by us through the applicable vesting dates to fully earn these awards. The Compensation Committee views equity awards, whether the awards are subject to time-based vesting requirements or are to be earned based on the attainment of specific performance objectives, as inherently variable since the grant date fair value of these awards may not necessarily be indicative of their value when, and if, the shares of our common stock underlying these awards are ever vested. The Compensation Committee also believes these awards enable us to attract and retain key talent and aligns the economic interests of our CEO and other NEOs with the long-term interests of our stockholders. Generally, in determining the size of the equity awards granted to our executive officers, the Compensation Committee takes into consideration the recommendations of our CEO (except with respect to his own equity award), as well as the factors described above. The Compensation Committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. In March 2023, the Compensation Committee approved equity awards for our NEOs and the Board approved equity awards for our CEO. In determining the amount of each executive officer’s equity award, the Compensation Committee, and Board, respectively, considered the peer group data prepared by the Compensation Committee’s compensation consultant concerning long-term and total direct compensation, the recommendations of our CEO (except with respect to his own equity award), as well as the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy the Company’s retention objectives and stock ownership guidelines. The Compensation Committee determined that the annual equity awards granted to the CEO and other NEOs in 2023 should consist of time-vesting RSU grants and performance-based PSU grants. The performance-based PSU grants awarded in March 2023 as part of our CEO and other NEOs’ annual awards represent 33% of the total award value (subject to a maximum earned amount of 200% of the award), and the time-vesting RSU grants represent 67% of the total award value. The Compensation Committee determined that these two types of equity awards provided the appropriate balance of long-term incentives. The Compensation Committee set rigorous financial performance award goals that ultimately serve to align management and our stockholders’ interest. The targets were set at a level the Compensation Committee determined to be competitively challenging, with the maximum payout requiring a higher level of financial performance. Further, the vesting of the PSUs is conditioned upon the CEO and other NEOs remaining employed with the Company through the performance period, and an additional vesting year. The RSUs granted to the NEOs vest over a three-year period in annual installments following the grant date conditioned upon the CEO and other NEOs remaining employed with the Company through the vesting period. The March 2023 PSU awards are structured to be based entirely on a two-year financial performance period (2023 and 2024), plus a one-year additional vesting period so that they vest on a cliff basis, if at all, after three years based upon the achievement of a two-year financial performance targets. Depending on the level of achievement, no shares will be issuable if financial performance is below the threshold, and twice the number of target shares will be issuable if the maximum financial performance level is achieved. The equity awards granted to our CEO and other NEOs in 2023 were as follows:

  34. Compensation Programs

    | NEO | Restricted Stock Units — 67% | Performance Stock Units — 33% (at Target, subject to 200% maximum) | | Jonathan Wilk | 523,903 | 261,952 | | Amanda Gourbault | 130,976 | 65,488 | | Adam Lowe | 130,976 | 65,488 | | Gregoire Maes | 130,976 | 65,488 | | Timothy Fitzsimmons | 91,683 | 45,842 |

  35. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation of the Company’s NEOs for services rendered during the fiscal years ended December 31, 2023 and 2022:

  36. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jonathan Wilk President and Chief Executive Officer | 2023 | 618,040 | 438,780 | 5,500,985 | 12,304 | 6,570,109 | | | 2022 | 600,039 | 1,124,754 | 11,241,827 | 11,257 | 12,977,877 | | Amanda Gourbault(5) Chief Revenue Officer | 2023 | 515,000 | 365,650 | 1,375,248 | 11,917 | 2,267,815 | | | 2022 | 506,619 | 937,295 | 4,734,000 | 166,976 | 6,344,890 | | Adam Lowe Chief Product and Innovation Officer | 2023 | 437,774 | 186,482 | 1,375,248 | 9,143 | 2,008,647 | | | 2022 | 425,023 | 478,020 | 4,734,000 | 8,489 | 5,645,532 | | Gregoire Maes Chief Operating Officer | 2023 | 386,250 | 164,543 | 1,375,248 | 21,724 | 1,947,765 | | | 2022 | 375,000 | 421,783 | 1,972,500 | 20,800 | 2,790,083 | | Timothy Fitzsimmons Chief Financial Officer | 2023 | 386,250 | 164,543 | 962,675 | 14,107 | 1,527,575 | | | 2022 | 375,000 | 421,783 | 1,972,500 | 13,032 | 2,782,315 |

  37. Summary Compensation Table

    Notes to Summary Compensation Table: (1) Reflects actual base salary amounts paid for 2023 and 2022. (2) Reflects actual cash incentives for 2023 and for 2022 paid pursuant to the 2023 MIP and 2022 MIP. (3) The stock award amounts reflected in the table represent the aggregate grant date fair value of the stock awards, at target, computed in accordance with FASB ASC Topic 718. The fair value of RSUs and PSUs has been determined based on the closing price of the Company’s Class A Common Stock on the date of grant. At maximum PSU achievement (200% of target), the values reported above for 2023 would increase to $7,334,649; $1,833,664; $1,833,664; $1,833,664; and $1,283,569, respectively. The below table contains more information regarding the stock awards for Class A Common Stock:

  38. Summary Compensation Table

    | NEO | Date of Grant | Number of Time-Vested RSUs | Number of Performance- Vested RSUs (at Target) | | Jonathan Wilk | March 9, 2023(1) | 523,903 | 261,952 | | | March 16, 2022(2) | 1,123,451 | 449,380 | | Amanda Gourbault | March 9, 2023(1) | 130,976 | 65,488 | | | March 16, 2022(3) | 600,000 | — | | Adam Lowe | March 9, 2023(1) | 130,976 | 65,488 | | | March 16, 2022(2) | 600,000 | — | | Gregoire Maes | March 9, 2023(1) | 130,976 | 65,488 | | | March 16, 2022(2) | 250,000 | — | | Timothy Fitzsimmons | March 9, 2023(1) | 91,683 | 45,842 | | | March 16, 2022(2) | 250,000 | — |

  39. Summary Compensation Table

    Notes to Stock Awards table: For 2023 reflect: (i) RSUs which will vest ratably over three years, with 33% of the award vesting on each of January 1, 2024, January 1, 2025 and January 1, 2026 and (ii) performance-vesting RSUs which will vest over the applicable performance period, plus an additional year, based on the achievement of the financial performance targets over multiple years as set forth in the governing award agreement, presented at target achievement and subject to a 200% maximum. For 2022 reflect (i) RSUs which vest ratably over four years, with 25% of the award vesting on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026, respectively; and (ii) performance-vesting RSUs which will vest over the applicable performance period based on the achievement of performance targets set forth in the governing award agreement. (3) Reflects RSUs which vest (i) 50% ratably over ratably over four years, with 25% of the award vesting on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026, respectively; and (ii) 50% ratably over 1/3 on January 1, 2023 and 2/3 on January 1, 2024. (4) Includes the following components of All Other Compensation for 2023:

  40. Summary Compensation Table

    | NEO(1) | Year | 401(k) Plan Matching Contribution ($) | Life Insurance Premium ($) | Car Allowance ($) | Cell Phone Allowance ($) | Relocation Expense ($) | Total of All Other Compensation ($) | | Jonathan Wilk | 2023 | 11,550 | 754 | ― | ― | ― | 12,304 | | Amanda Gourbault | 2023 | 11,550 | 367 | ― | ― | ― | 11,917 | | Adam Lowe | 2023 | 8,050 | 493 | ― | 600 | ― | 9,143 | | Gregoire Maes | 2023 | 11,550 | 574 | 9,000 | 600 | ― | 21,724 | | Timothy Fitzsimmons | 2023 | 11,550 | 1,957 | ― | 600 | ― | 14,107 |

  41. Summary Compensation Table

    Notes to All Other Compensation table: (1) Figures have been rounded to the nearest dollar. (5) During 2022, Ms. Gourbault received a portion of her compensation in Euros. The compensation paid to Ms. Gourbault in Euros was converted into U.S. Dollars based on the exchange rate of (1 Euro for each 1.1342 US Dollars) as of January 3, 2022, which was the first payment date for Ms. Gourbault during fiscal 2022.

  42. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding the values realized by our NEOs upon the exercise of vested stock options and the vesting of RSUs during 2023:

  43. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | NEO | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | Jonathan Wilk | ― | ― | 280,863 | 1,379,037 | | Amanda Gourbault | ― | ― | 175,000 | 859,250 | | Adam Lowe | ― | ― | 150,000 | 736,500 | | Gregoire Maes | ― | ― | 62,500 | 306,875 | | Timothy Fitzsimmons | 100,000 | 742,916 | 62,500 | 306,875 |

  44. Option Exercises and Stock Vested

    Notes: (1) Represents the fair market value of exercised stock options based on a price of Class A Common Stock on the exercise date. (2) Represents the fair market value of vested RSUs based on the price of Class A Common Stock on the vesting date.

  45. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table sets forth information concerning unexercised options and equity incentive plan awards which have not yet vested for the NEOs as of the end of our fiscal year ended December 31, 2023:

  46. Outstanding Equity Awards at December 31, 2023

    | | | Stock Awards | Stock Awards | | NEO | Grant Date | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not yet vested (#)(1) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Jonathan Wilk | 3/9/2023 | 785,855 | 4,243,617 | | | 3/16/2022 | 1,291,968 | 6,976,627 | | Amanda Gourbault | 3/9/2023 | 196,464 | 1,060,906 | | | 3/16/2022 | 425,000 | 2,295,000 | | Adam Lowe | 3/9/2023 | 196,464 | 1,060,906 | | | 3/16/2022 | 450,000 | 2,430,000 | | Gregoire Maes | 3/9/2023 | 196,464 | 1,060,906 | | | 3/16/202 | 187,500 | 1,012,500 | | Timothy Fitzsimmons | 3/9/2023 | 137,525 | 742,635 | | | 3/16/2022 | 187,500 | 1,012,500 |

  47. Outstanding Equity Awards at December 31, 2023

    (1) Represents RSUs and PSUs, which were granted on the dates and in the amounts shown. (2) The value reported for RSUs/PSUs was determined by multiplying the number of unvested units by the closing market price of $5.40 of the Company’s Class A Common Stock on December 29, 2023 (the last trading day of 2023). For all NEOs, the value reported also includes PSUs which are presented at target, subject to a 200% maximum. At maximum PSU achievement, the values reported above for the 2023 awards would increase to $5,658,158; $1,414,541; $1,414,541; $1,414,541; and $990,182, respectively.