DEF 14A of Vertex, Inc.
Filed Apr 27, 2026 · FY20250001104659-26-049441
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board, after consultation with the Nominating and Governance Committee, has nominated Eric Andersen, David DeStefano and Christopher Young as Class III Director nominees to be elected to hold office until the annual meeting of stockholders to be held in 2029 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal. Our Board currently consists of nine members, which includes one employee director, our President and Chief Executive Officer, Christopher Young. Our Amended and Restated Certificate of Incorporation (“Charter”) and Second Amended and Restated Bylaws (“Bylaws”) provide that the authorized number of directors shall be fixed from time to time by a resolution of the majority of our Board. Our current non-employee directors are:
Proposal 1: Election of Directors
| Name | Age | | Eric Andersen | 64 | | David DeStefano | 63 | | Bradley M. Gayton | 63 | | Mark J. Mendola | 62 | | Amanda Westphal Radcliffe | 58 | | Philip Saunders | 60 | | J. Richard Stamm | 70 | | Stefanie Westphal Thompson | 63 |
Proposal 1: Election of Directors
Our Board is divided into three staggered classes of directors of the same or nearly the same number. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2026 for the Class III Directors, 2027 for the Class I Directors and 2028 for the Class II Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class shall consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election as Class III Directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this Proxy Statement and to serve if elected.
Nominees for Class III Directors (terms to expire at the 2029 Annual Meeting)
Nominees for Class III Directors (terms to expire at the 2029 Annual Meeting) The nominees for Class III Directors are as follows:
Nominees for Class III Directors (terms to expire at the 2029 Annual Meeting)
| Name | Age | Served as a Director Since | Positions with Vertex | | Eric Andersen | 64 | 2008 | Director | | David DeStefano | 63 | 2016 | Chairperson of the Board | | Christopher Young | 54 | 2025 | President, Chief Executive Officer, and Director |
Nominees for Class III Directors (terms to expire at the 2029 Annual Meeting)
The following sets forth the names and biographical summaries as of the Record Date of the individuals who are our nominees for election as directors of the Company, all of whom are current directors of the Company. Eric Andersen has served on our Board since January 2008 and currently serves as our lead independent director. He began his career with 25 years at IBM, PricewaterhouseCoopers LLP (“PwC”), and PwC Consulting, where he held roles as a senior partner and executive, managing various businesses in the US, Asia, and globally. Over the past 15 years, he has specialized in private equity investing, serving as Managing Partner at two middle-market PE firms—Peak Equity and Milestone Partners—and as Managing Director at Silver Lake, a major technology-focused firm. Additionally, Mr. Andersen has recently served as an Adjunct Professor at the Villanova School of Business. He has been a board member for several private and public companies, including serving as Chairman of the Board for American Public Education Inc., a publicly traded online university system. Mr. Andersen earned his MBA from the Wharton School at the University of Pennsylvania and holds a BS from Bucknell University. We believe that Mr. Andersen is qualified to serve on our Board because of his extensive experience in building and leading companies, as well as his public company experience and significant operational and strategic expertise. David DeStefano has been Chairperson of our Board since 2020. Mr. DeStefano previously served as the President and Chief Executive Officer from November 2016 to November 2025. Between 2015 and 2016 he was an Executive Vice President and a member of the Company’s Executive Council, which monitored our long-term strategic and financial viability, corporate brand, and culture. Mr. DeStefano previously served as our Vice President, Chief Financial Officer and Executive Vice President. Prior to joining the Company, Mr. DeStefano was Principal and Vice President at The Mid Atlantic Companies Ltd. Mr. DeStefano is also on the Board of Trustees of the Joseph Fund in Camden, New Jersey, and is a member of the National Association of Corporate Directors (“NACD”). Mr. DeStefano received a BS in Finance from Lehigh University. We believe that Mr. DeStefano is qualified to serve on our Board because of his perspective and knowledge of our Company and our business. Christopher Young became our President and Chief Executive Officer and was appointed as a member of our Board in November 2025. Mr. Young was previously the Executive Vice President – Business Development, Strategy and Ventures of Microsoft Corp. from 2020 to 2025. From 2017 to 2020, he was the Chief Executive Officer (“CEO”) of McAfee, LLC, one of the world’s leading independent cybersecurity companies. Prior to that, Mr. Young was a Senior Vice President and General Manager at Intel Security Group, where he led the initiative to spin out McAfee. Previously, he led cybersecurity efforts at Cisco, RSA (a division of Dell EMC) and AOL. Mr. Young also led end-user computing at VMware and co-founded the company Cyveillance. Mr. Young currently serves on the board of directors of American Express and has previously served on the board of Qualcomm Incorporated, Snap Inc. and Rapid7, Inc. He is a former member of the Cybersecurity & Infrastructure Security Agency Cybersecurity Advisory Committee and a former member of the President’s National Security Telecommunications Advisory Committee. He is a former director for the non-profit Cyber Threat Alliance and a former member of the Board of Trustees of Princeton University. Mr. Young received his Bachelor of Arts from Princeton University and his Master of Business Administration from Harvard University. We believe that Mr. Young is qualified to serve on our Board because of the perspective and experience he brings as our Chief Executive Officer and his knowledge of our Company and our business. A VOTE IS REQUIRED FOR THIS PROPOSAL. This proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal. RECOMMENDATION OF THE BOARD: The Board unanimously recommends a vote FOR the election of Eric Andersen, David DeStefano and Christopher Young.
Continuing Members of the Board
Continuing Members of the Board
Class I Directors (terms to expire at the 2027 Annual Meeting)
Class I Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Served as a Director Since | Positions with Vertex | | Amanda Westphal Radcliffe | 58 | 1993 | Director | | Stefanie Westphal Thompson | 63 | 1991 | Director |
Class I Directors (terms to expire at the 2027 Annual Meeting)
| Bradley M. Gayton | 63 | 2021 | Director |
Class I Directors (terms to expire at the 2027 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows: Amanda Westphal Radcliffe has served on our Board since 1993. Prior to joining our Board, Ms. Radcliffe served in a variety of roles at the Company, from technical software instructor, to finance, production, and middle market product teams. Prior to joining the Company, she was a Managing Director at Rosenbluth International, since acquired by American Express. Ms. Radcliffe is a Board member of Melmark, Inc., founding Board Member and Emeritus President of the Neurodiversity Employment Network of Philadelphia, Chair Emeritus of the Children’s Hospital of Philadelphia Foundation Board of Advisors, and past Trustee, Chair Emeritus of the Drexel University, A.J. Drexel Autism Institute Board, and Chair Emeritus of Breastcancer.org. Ms. Radcliffe is also a member of the Philadelphia Chapter of Women Corporate Directors and NACD. Ms. Radcliffe holds a BA from Moravian University. We believe that Ms. Radcliffe is qualified to serve on our Board because of her extensive knowledge of our Company and our business derived from her longtime service with the Company. Stefanie Westphal Thompson has served on our Board since 1993. She joined the Company in 1991 and has served in a variety of roles, including Treasurer. Prior to joining the Company, Ms. Thompson was a Vice President at Chemical Bank (now part of Chase), where she specialized in managing the banking relationship for middle market companies. Ms. Thompson sat on Bryn Mawr Hospital’s Foundation Board for eight years, serving as Head of their Trustee Committee and as Vice-Chair and is a member of NACD. Ms. Thompson also served on the Board of the Agnes Irwin School in Rosemont, Pennsylvania, for ten years, heading its Trustees Committee. Ms. Thompson earned an MBA in Finance from Fordham University and has a dual BA in Engineering and Economics from Lafayette College. We believe that Ms. Thompson is qualified to serve on our Board because of her corporate finance experience as well as her knowledge of our Company and our business derived from her longtime service with the Company. Bradley M. Gayton joined our Board in 2021. Mr. Gayton previously served as the Senior Vice President, General Counsel of the Coca-Cola Company. Prior to joining The Coca-Cola Company, Mr. Gayton spent 29 years in various leadership positions at Ford Motor Company and most recently as Group Vice President, Chief Administrative Officer and General Counsel. Mr. Gayton has deep experience in law, governance, tax and technology. He brings a global perspective in terms of the tax obligations for multinational enterprises and has experience in developing solutions through organizational innovation. While at Ford, he led explorations to see how artificial intelligence could be used for different business applications and collaborated with Vertex on the company’s tax compliance solutions worldwide. Mr. Gayton is a member of NACD. Mr. Gayton has a BS in Business Administration from the State University of New York at Buffalo, School of Management in 1986 and a JD from the State University of New York at Buffalo, Law School. We believe Mr. Gayton is qualified to serve on our Board because of his expertise in the legal field and his significant public company experience. Ms. Radcliffe and Ms. Thompson are siblings. In connection with the initial public offering (“IPO”) of our Class A Common Stock in July 2020, we entered into a Stockholders’ Agreement with Amanda Westphal Radcliffe, Stefanie Westphal Thompson and Jeffrey Westphal, with Ms. Radcliffe and Ms. Thompson serving as members of our Board, and their affiliated trust entities and family members (the “Stockholders’ Agreement”). Under the Stockholders’ Agreement, Mr. Westphal nominated Bradley M. Gayton and Ms. Radcliffe and Ms. Thompson nominated themselves and were elected to our Board as Class I Directors at the Vertex 2021 Annual Meeting. There are no other family relationships among any of our other executive officers or directors.
Class II Directors (terms to expire at the 2028 Annual Meeting)
Class II Directors (terms to expire at the 2028 Annual Meeting) The nominees for Class II Directors are as follows:
Class II Directors (terms to expire at the 2028 Annual Meeting)
| Name | Age | Served as a Director Since | Positions with Vertex | | Philip Saunders | 60 | 2022 | Director | | J. Richard Stamm | 70 | 2019 | Director | | Mark J. Mendola | 62 | 2025 | Director |
Class II Directors (terms to expire at the 2028 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows: Philip Saunders joined our Board in June 2022. Mr. Saunders has been the Chief Executive Officer of Relativity since December 2022. He was recently the Chief Executive Officer and member of the board of directors of Cornerstone OnDemand, a market leading talent management Software as a Service (SaaS) company. Mr. Saunders successfully implemented a company transformation initiative resulting in a return to growth, expansion of profitability, and increased customer retention. Mr. Saunders ultimately executed a successful sales process of the company via a public-to-private transaction in October 2021 with the acquisition by Clearlake Capital. This followed Cornerstone’s acquisition in April 2020 of Saba Software, Inc., where Mr. Saunders was a member of Saba’s board of directors, and served as Chief Executive Officer, where he was responsible for leading the transformation of the business, executed on multiple acquisitions, and accelerated growth and EBITDA expansion. Prior to joining Saba in 2015, Mr. Saunders was President and a member of the board of directors of SafeNet, Inc. (acquired by Gemalto N.V.). Mr. Saunders is a member of the NACD. Mr. Saunders holds an MBA with an International Finance concentration from Seton Hall University’s W. Paul Stillman School of Business. Mr. Saunders has been recognized by Comparably as one of the top 100 Best CEO’s in 2021. We believe that Mr. Saunders is qualified to serve on our Board because of his intimate knowledge of the global Software and SaaS markets by virtue of his multiple roles as Chief Executive Officer of various software companies, operational expertise, and industry knowledge and experience. J. Richard Stamm joined our Board in January 2019. Prior to joining our Board, Mr. Stamm was a partner with PricewaterhouseCoopers LLP (“PwC’) for 30 years, during which time he served a long list of domestic and international clients and held numerous leadership positions. Over the final 12 years of his career with PwC, Mr. Stamm was the firm’s Vice Chairman and U.S. Tax Leader and then progressed to PwC’s Vice Chairman of Global Tax. Mr. Stamm is Vice President and Chief Financial Officer of Stamm Development Group LLC, a Philadelphia and South Florida area real-estate developer. Mr. Stamm is a member emeritus of the Board of Advisors for the Leventhal School of Accounting at the University of Southern California and was formerly a member of the Boards of Germantown Academy and Lycoming College. Mr. Stamm received a BA in Accounting from Lycoming College. We believe that Mr. Stamm is qualified to serve on our Board because of his significant industry and corporate finance experience. Mark J. Mendola joined our Board in June 2025. Mr. Mendola was previously the US Vice Chair and Managing Partner, US Leadership Team, at PwC from 2016 until 2024. During his tenure he grew revenue significantly and drove profitability and share value to record levels through the transformation to digital and global delivery. Mr. Mendola led PwC’s businesses, developed and executed firmwide growth strategies, and led PwC’s efforts to transform business models and service offerings through technology and had overall responsibility for the firm’s people and digital transformation strategies. Mr. Mendola also held the position of PwC US Tax Leader, US Leadership Team, Global Tax Leadership Team from 2011 – 2016, PwC US Tax Managing Partner from 2009 – 2011, PwC Leader, Canadian Tax Practice from 2007 – 2009, and PwC Office Managing Partner, Detroit, US Automotive Sector Leader and Global Tax Automotive Sector Leader from 2003 – 2007. Mr. Mendola is a member of the Detroit Economic Club Board of Directors and Oakland University, School of Business Administration Board of Visitors (Emeritus). Mr. Mendola received an MBA from the University of Notre Dame, and a BA in Accounting from Oakland University. We believe that Mr. Mendola is qualified to serve on our Board because of his extensive industry and corporate finance experience.
Board of Directors
Board of Directors Our Board sets high standards for Vertex’s employees, officers, and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board to serve as a prudent fiduciary for stockholders and oversees material business matters, such as strategy, risk, and ethical behavior.
Executive Compensation Philosophy and Objectives
| ● | Providing competitive compensation opportunities that reward executives for excellence in leadership, driving Company performance, and advancing our strategic priorities, while supporting the retention of key talent in a competitive market; and |
Executive Compensation Philosophy and Objectives
| . | | | | What We Do | | What We Do Not Do | | ✓ | Ensure that a significant portion of our executive pay is considered performance-based and at-risk.X | Grant uncapped cash incentives or guaranteed equity compensation. | | ✓ | Issue long-term incentive awards to promote executive retention and reward long-term value creation.X | Provide significant perquisites. | | ✓ | Maintain stock ownership guidelines for our executive officers and directors.X | Provide any compensation-related tax gross-ups. | | ✓ | Engaged an independent compensation consultant to advise our Human Capital Committee and perform a risk assessment on executive compensation arrangements.X | Reprice our stock option awards and our equity incentive plan expressly forbids exchanging underwater options for cash without stockholder approval. | | ✓ | Maintain an anti-hedging/anti-pledging/Insider Trading Compliance Policy governing all employees and directors. | |
Determination of Compensation
Determination of Compensation Role of Board /Human Capital Committee/Executive Officers During fiscal 2025, the Board oversaw the design and administration of our executive compensation program for our Chief Executive Officer, while the Human Capital Committee oversaw the compensation program for our other named executive officers. In making its compensation decisions, the Human Capital Committee, composed entirely of independent directors, considered market data, and advice from AON, its independent compensation consultant. The Committee also evaluated a range of qualitative and quantitative factors, including each executive’s experience and scope of responsibilities, competitive market practices, Company performance, and business conditions. Our CEO made recommendations to the Board and the Human Capital Committee to assist in determining fiscal 2025 compensation levels (except with respect to his compensation). While the Board and the Human Capital Committee utilized this information, the Committee retains full discretion to depart from the CEO recommendations. The ultimate decisions regarding fiscal 2025 executive compensation were made by the Board and the Human Capital Committee in its own independent judgment. Role of Compensation Consultant When making compensation decisions in fiscal 2025, our Human Capital Committee considered advice and data provided by AON, who is engaged by and reports directly to the Committee, for guidance regarding our executive compensation program and how our compensation practices compare to the compensation practices of other peer companies. The Human Capital Committee analyzed a comparative framework of external market data comprised of both specific peers in the software and services industry with similar business and financial profiles as us, as well as size-appropriate comparisons in the software product services and technology industry as well as broader market survey data. The Human Capital Committee analyzed the public company market and survey data for executive compensation as a general indicator and reference point of relevant market conditions and pay practices, focusing on revenue, market capitalization, industry and talent competitors, and does not seek to benchmark total compensation or any specific element of compensation. In particular, the Human Capital Committee reviewed compensation data from the following peer group as a reference source, developed in consultation with AON:
Determination of Compensation
This peer group was adjusted from the peer group used for fiscal 2024 compensation decisions to remove Alteryx and Everbridge due to each being acquired as well as MicroStrategy and Yext based on their market capitalization compared to Vertex. BILL, Intapp, nCino, and SPS Commerce were added based on industry, business focus, and financial criteria including market capitalization and revenue. The Human Capital Committee reviewed our named executive officer compensation against this peer group along with broader market survey data to ensure that our named executive officer compensation is competitive and sufficient to recruit and retain our named executive officers. The Human Capital Committee has evaluated AON’s independence pursuant to the requirements of Nasdaq and SEC rules and has determined that AON does not have any conflicts of interest in advising the Board. Our Human Capital Committee expects to periodically review and update this peer group and to utilize AON for benchmarking certain levels of executive compensation, obtaining a general understanding of current compensation practices, and peer group analysis in determining and developing compensation packages for our named executive officers.
Elements of Our Executive Compensation Program
| Compensation Element | Compensation Objectives Designed to be Achieved and Key Features | | Base Salary | Attract and retain key talent by providing base cash compensation at competitive levels | | Cash-Based Incentive Compensation | Provides short-term incentives based on annual performance and achievement of specified strategic goals | | Equity-Based Compensation | Provides long-term incentives to drive financial and operational performance and stockholder value creation | | Other Employee Benefits | Attract and retain key talent by providing a competitive benefits package | | Severance and Other Benefits Potentially Payable upon Termination of Employment | We have entered into employment agreements with each of our named executive officers that provide for severance payments and benefits under certain circumstances to help in facilitating leadership transitions, remaining competitive in recruiting executives, and keeping management neutral to potential transactions |
Base Salaries
Base Salaries The base salaries of our named executive officers are an important component of their total compensation and are intended to reflect their respective roles, responsibilities, and scope of authority. Base salary represents a fixed and stable element of our compensation program and is designed to provide predictable cash compensation that supports executive retention and reflects sustained contributions to the Company. Initial base salary levels for our named executive officers are established based on a review of competitive market data and are informed by several factors, including the executive’s experience, leadership capabilities, scope of responsibility, and the business conditions and expectations applicable at the time of hire. In addition, base salary decisions may reflect individual performance, changes in role or responsibilities, and time in role. The Human Capital Committee periodically reviews the base salaries of our named executive officers and considers competitive market practices, generally referencing the median (50th percentile) base salary levels for comparable positions within our peer group. In circumstances where comparable roles are not represented within the peer group, the Committee may also consider broader market survey data. Market data serves as one of several reference points in the Committee’s decision‑making process in determining annual base salaries for our named executive officers. In early 2025, the Human Capital Committee approved base salary increases for our NEOs up to 3%, including 2.5% for Mr. DeStefano, as set forth in the table below. Mr. Young’s base salary was negotiated in connection with his commencement of employment with us in November 2025. We intend to continue to evaluate the mix of base salary, short-term incentive compensation, and long-term incentive compensation to appropriately align the interests of our named executive officers with those of our stockholders.
Cash-Based Incentive Compensation
Cash-Based Incentive Compensation We maintain an annual cash incentive program, the “Vertex Organizational Bonus Plan”, (“VOB Plan”) designed to motivate and reward employees, including our named executive officers, for the achievement of key Company performance objectives and, for Mr. Rowland, individual contributions that support our business strategy. The VOB Plan is a variable, at‑risk component of our executive compensation program and is intended to reinforce pay‑for‑performance alignment by linking a significant portion of total cash compensation to Company results. Under the VOB Plan, our named executive officers are eligible to earn annual cash bonuses based on their respective target bonus opportunities and the extent to which pre‑established Company performance goals are achieved. For Mr. Rowland only, bonus determinations also take into account individual performance objectives. Company performance goals include a combination of financial and non‑financial metrics that the Human Capital Committee believes are meaningful indicators of progress against our strategic priorities. Our named executive officers’ fiscal year 2025 target annual bonus opportunities, expressed as a percentage of base salary, are set forth below.
Cash-Based Incentive Compensation
For 2025, corporate performance was comprised of two sets of measures – financial performance and non-financial performance. Financial performance accounted for 90% of the corporate performance bonus opportunity and was based on achievements relative to our three most important financial metrics (revenue, pre-tax net income and adjusted cash from operations) against the annual budgeted amounts for the year. Achievement against certain non-financial targets accounted for the remaining 10% of the corporate performance bonus opportunity for each of our named executive officers and generally related to the achievement of key strategic objectives, as described below. Financial performance metrics were set early in 2025 at threshold, target and high levels and results are interpolated between these levels. The percentage of target earned for each performance level is as follows: threshold (25%), target (100%), and maximum (200%). There is no bonus earned for a particular metric if performance is below threshold, and budgeted pre-tax net income must be achieved at a minimum of 85% before any payment is available under the VOB Plan. If this minimum performance threshold is not achieved, there will be no bonus payment from the VOB Plan, irrespective of individual performance achievement or other financial objective achievement. Bonuses are capped at the maximum level. The chart below shows corporate performance metrics for 2025 at the threshold, target, and maximum levels (with respect to the financial metrics) as well as the Company’s actual results for 2025, which were determined by the Human Capital Committee in February 2026.
Cash-Based Incentive Compensation
For financial performance metrics, payout factors are determined by interpolation between threshold and maximum performance levels, with target performance resulting in a payout factor of 100%. Payout factors are multiplied by the applicable weighting to determine each metric’s contribution to the overall annual bonus payout. The non-financial metrics are structured as “all-or-nothing” objectives and do not provide for partial payouts. Accordingly, if the specified performance condition is not fully achieved, the payout factor for that goal is 0%, regardless of the level of progress toward the target. The non-financial performance metrics were weighted at 5% for the Talent Quotient and 2.5% each for Legacy Product Migration and E-invoicing Customers. The Legacy Product Migration metric measured the sunsetting of the current cloud and a documented plan to migrate current customers, and the E-Invoicing metric measured new customer acquisitions. The Talent Quotient metric supports long-term value creation by emphasizing leadership capability, employee engagement, and retention in a highly competitive talent market. With respect to these non-financial goals, the Human Capital Committee agreed with management’s assessment that (i) the Legacy Product Migration goal was achieved; (ii) we fell just short of the E-Invoicing goal; and (iii) the Talent Quotient goal was met. Individual performance also factors into the calculation of the bonus payment for Mr. Rowland. The individual performance rating is determined based on the achievement of individual performance goals. The individual goals are aligned to our strategic and non-financial goals. Based on the individual rating, the amount that is otherwise earned based on the achievement of company financial and non-financial metrics discussed above may be increased to 130% or decreased to 0%. The “Far Exceeds Expectations” rating results in 130% of the earned bonus amount being paid, the “Exceeds Expectations” rating results in 115% of the earned bonus amount being paid, and the “Fully Meets Expectations” rating results in no adjustment such that 100% of the earned bonus amount is paid. An individual rating of “Mostly Meets Expectations” results in a reduced earned bonus amount with a discretionary adjustment of between 0% and 85%. An individual receiving an “Improvement Required” rating is ineligible to receive a bonus payment. Notwithstanding the foregoing, annual bonuses are capped at 200% of the target bonus opportunity. Mr. Rowland’s individual goals for 2025 were aligned with the Company’s objectives to support growth, scale operations effectively, and deliver value to customers. During the year, Mr. Rowland provided effective leadership and guidance across regulatory, compliance, and governance matters, managing legal risks in support of the Company’s operations and strategic initiatives and continued to strengthen the Company’s governance and risk management framework. Based on this performance, Mr. Rowland received an individual performance rating of “Fully Meets Expectations” for 2025. In February 2026, our Human Capital Committee assessed achievement against the financial and non-financial metrics described above and the Board approved funding the bonus pool at 70.8% of the targeted VOB Plan opportunity for 2025. This resulted in payout amounts equal to 70.8% of each named executive officer’s target award opportunity. The actual annual cash bonuses awarded to each named executive officer for 2025 performance are set forth in the Summary Compensation Table on page 29 in the column entitled “Non-Equity Incentive Plan Compensation.” Given Mr. Young did not commence employment with us until November 2025, he was not eligible for an annual bonus for the year. Beginning with 2026, Mr. Young is eligible for an annual bonus targeted at 100% of his annual base salary. In connection with his commencement of employment, Mr. Young was granted a one-time $500,000 sign-on bonus, which is subject to repayment if he terminates his employment for any reason other than good reason or the Company terminates his employment for cause within the first two years following his employment start date.
Equity-Based Compensation
Equity-Based Compensation We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns interest of executives with those of our stockholders. Consistent with our compensation strategy, we provide our named executive officers with long-term incentive compensation to support a long-term focus that aligns the interests of our executives and stockholders. On the effective date of our IPO, we adopted the 2020 Incentive Award Plan (the “2020 Plan”), which provides for the award of stock appreciation rights (“SARs”) stock options (“options”), restricted stock awards (“RSAs”), and restricted stock units (“RSUs”). Each equity award is granted upon Board approval and is governed by the 2020 Plan and an award agreement, which specifies the vesting provisions and other rights and obligations applicable to each specific grant. AON and our Human Capital Committee periodically review our equity plan design with respect to the mix of equity awards granted and the vesting provisions. During 2025, we awarded RSUs to our named executive officers as the long-term incentive component of our compensation program. Mr. Young was awarded the following RSUs on December 1, 2025, and Messrs. DeStefano, Schwab and Rowland were awarded the following RSUs on February 20, 2025:
Equity-Based Compensation
| Name | RSUs | | Christopher Young | 1,300,728 | | David DeStefano | 176,057 | | John Schwab | 63,513 | | Bryan Rowland | 11,901 |
Equity-Based Compensation
Mr. Young’s RSUs were granted in connection with his appointment as Chief Executive Officer and represent (i) a one‑time sign‑on equity grant to support recruitment and retention in a highly competitive executive talent market, and (ii) his annual long‑term equity award for 2026, the size of which was informed by market data from our peer group for annual CEO long-term equity incentive awards. The Committee determined that combining these elements into a single grant appropriately aligned his long‑term incentives with stockholder interests while avoiding duplicative equity awards in his first year of service. As a result, Mr. Young will not receive a separate annual equity grant in 2026 and is not expected to receive his next annual equity award until 2027. The RSUs for Mr. Young vest in substantially equal installments on each of November 10, 2026, 2027, 2028, and 2029. For Messrs. DeStefano, Schwab and Rowland, the RSUs vest in substantially equal installments on each of the first four anniversaries of the grant date.
Employment and Severance Arrangements
Employment and Severance Arrangements We have entered into employment agreements with each of our named executive officers. The material terms and conditions of each such agreement are set forth below. See “Retirement Agreement with Mr. DeStefano” below for a description of the retirement agreement entered into in connection with Mr. DeStefano’s retirement effective November 10, 2025.
Salary; Bonus
Salary; Bonus The employment agreements entitle the executives to annual base salaries and eligibility to earn discretionary bonuses under our annual cash bonus plans. See “2025 Salaries” and “Cash-Based Incentive Compensation” above for additional information regarding the base salaries and bonus opportunities of our named executive officers for 2025.
Severance
Severance If we terminate Mr. Young, Mr. Rowland, or Mr. Schwab without cause, the executive resigns for good reason, or, with respect to Mr. Young, his employment terminates due to our non-renewal of his employment agreement (for Mr. Young a “Qualifying Termination”), subject to the executive timely executing a release of claims, the executive is entitled to receive (i) base salary continuation for 12 months (or 24 months for Mr. Young), (ii) direct payment of, or additional cash payments equal to, the premiums for continued health coverage for up to 18 months (or up to 24 months for Mr. Young), and (iii) for Mr. Young, if such termination occurs outside of the period commencing three months prior to, and ending 18 months following, a change in control (the “Change in Control Period”), continued vesting of his outstanding stock awards as if he had remained employed for an additional 18 months following his date of termination. If Mr. Young’s Qualifying Termination occurs during the Change in Control Period or Mr. Young dies or becomes disabled following a change in control, subject to Mr. Young timely executing a release of claims, any time-based stock awards held by Mr. Young will vest in full immediately prior to the effective date of such termination of employment or, if later, immediately prior to the change in control. The receipt of severance payments and benefits for Mr. Young, Mr. Rowland, and Mr. Schwab is also subject to the executive’s continued compliance with certain restrictive covenants and confidentiality obligations, as described below under “Restrictive Covenants.” In the event of a material breach of such covenants, subject to certain cure rights, the executive’s right to receive any of the severance payments or benefits described above will cease. Each of Mr. Young, Mr. Rowland, and Mr. Schwab is entitled to 30 days’ notice, or pay in lieu of notice, in the event we terminate the executive for any reason other than cause. For purposes of the employment agreements, “cause” generally means, subject to certain notice and cure rights, the executive’s (i) material breach of the employment agreement; (ii) repeated failure to perform duties to the Company or any subsidiary; (iii) willful misconduct that is materially injurious to the Company or any subsidiary (or for Mr. Schwab or Mr. Rowland, willful misconduct or gross negligence with regard to the Company, any subsidiary or their business, assets or employees); (iv) dishonesty, unethical, fraudulent or similar misconduct in connection with the executive’s employment or service; (v) use of non-prescription controlled substances, misuse of prescription drugs, or habitual intoxication during work hours; (vi) indictment for any felony that has caused or is reasonably likely to cause material adverse consequences to the Company, its businesses or prospects; (vii) conviction, guilty plea or plea of nolo contendere to a felony or any crime involving fraud, dishonesty or moral turpitude; (viii) material violation of any Company policy (or for Mr. Young, violation of any discrimination or sexual harassment policy of the Company); or (ix) refusal to follow any reasonable and lawful direction of the Board or any person to whom the executive reports, if applicable. For purposes of the employment agreement with Mr. Young, “good reason” is generally defined to mean, subject to certain notice and cure rights, (i) the Company’s material breach of the employment agreement, (ii) the material diminution of his title, responsibilities, authority, or duties, (iii) a material decrease in his total target cash compensation by more than fifteen percent (15%) as an employee of the Company, except to the extent that the Company implements an equal percentage reduction applicable to all executive officers and senior management, (iv) a relocation of his principal employment location that results in an increase in his one-way commute by more than twenty five (25) miles, or (v) a successor of the Company in a change in control not assuming the employment agreement. For purposes of the employment agreements with Mr. Rowland and Mr. Schwab, “good reason” is generally defined to mean, subject to certain notice and cure rights, (i) the Company’s material breach of the employment agreement, (ii) the material diminution of the executive’s duties, (iii) a material decrease in the executive’s annual base salary, or (iv) any relocation of the executive’s principal office by more than fifty (50) miles.
Restrictive Covenants
Restrictive Covenants Pursuant to their employment agreements, the executives have agreed to refrain from competing with us or soliciting our employees, customers, clients or prospects, in each case, while employed and following termination of employment for a period of 24 months for Mr. Young or 12 months for Mr. Rowland and Mr. Schwab. During the applicable restricted period, the executives are also obligated to disclose to us certain business opportunities that relate to the business of the Company, its subsidiaries or affiliates. The executives are also bound by certain confidentiality and assignment of inventions obligations. See “—Potential Payments Upon Termination or Change in Control” for information regarding severance payments and benefits under the employment agreements.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025, 2024, and 2023.
2025 Summary Compensation Table
| Name | Principal Position | Year | Salary ($) | Bonus(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Christopher Young | President and Chief Executive Officer | 2025 | 97,808 | 500,000 | 24,999,992 | — | 18,109 | 25,615,909 | | David DeStefano | President and Chief Executive Officer | 2025 | 534,237 | — | 9,118,196 | 378,247 | 294,681 | 10,325,361 | | | | 2024 | 609,615 | — | 7,000,004 | 744,200 | 49,687 | 8,403,506 | | | | 2023 | 589,654 | — | 6,250,003 | 644,274 | 47,660 | 7,531,591 | | John Schwab | Chief Financial Officer | 2025 | 481,000 | — | 2,886,031 | 238,384 | 59,350 | 3,664,765 | | | | 2024 | 480,731 | — | 2,405,019 | 352,092 | 58,485 | 3,296,327 | | | | 2023 | 466,746 | — | 1,868,000 | 305,988 | 55,805 | 2,696,539 | | Bryan Rowland | Senior Vice President, General Counsel and Secretary | 2025 | 360,500 | — | 540,781 | 102,094 | 56,053 | 1,059,428 | | | | 2024 | 342,440 | — | 416,085 | 167,462 | 55,727 | 981,714 | | | | 2023 | 316,770 | — | 396,253 | 138,445 | 52,541 | 904,009 |
2025 Summary Compensation Table
| (1) For Mr. Young, the amount shown includes a one-time $500,000 sign-on bonus paid in connection with the commencement of his employment as President and Chief Executive Officer. The signing bonus is subject to repayment in full if Mr. Young terminates his employment other than for good reason or is terminated by the Company for cause prior to the 24‑month anniversary of his employment start date. |
2025 Summary Compensation Table
| (2) Amounts reflect the full grant-date fair value of stock awards granted during fiscal 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 13 to the consolidated financial statements included in our 2025 Annual Report on Form 10-K. For Mr. DeStefano, the amount shown also reflects the incremental fair value, computed as of the modification date in accordance with FASB ASC Topic 718, associated with continued vesting of his restricted stock units. |
2025 Summary Compensation Table
| (3) Amounts in this column represent cash incentive compensation earned during the year based on the attainment of pre-established performance objectives under our annual VOB Plan. For additional information, see “Cash-Based Incentive Compensation” above. Mr. DeStefano’s bonus payment for 2025 was prorated based on his time as CEO during the year. |
2025 Summary Compensation Table
| (4) Amounts in this column represent the 2025 additional perquisites and supplemental benefits provided to our named executive officers that are not reported in the other columns of this table. For Mr. Young, the amount shown includes premium payments for long-term disability and life insurance in the amount of $971, 401(k) plan matching contributions in the amount of $12,697, and healthcare plan cost in the amount of $4,441. For Mr. DeStefano, the amount shown includes premium payments for long-term disability and life insurance in the amount of $10,814, 401(k) plan matching contributions in the amount of $21,000, healthcare plan cost in the amount of $15,967, cash fees for service on the Board of Directors in the amount of $11,900, and $235,000 for consulting services pursuant to his Retirement Agreement. For Mr. Schwab, the amount shown includes premium payments for long-term disability and life insurance in the amount of $10,895, |
2025 Summary Compensation Table
| 401(k) plan matching contributions in the amount of $21,000, and healthcare plan cost in the amount of $27,455. For Mr. Rowland, the amount shown includes premium payments for long-term disability and life insurance in the amount of $8,028, 401(k) plan matching contributions in the amount of $21,000, and healthcare plan cost in the amount of $27,025. For additional information about the amounts set forth in this column, see “—Other Benefits” above. |
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2025.
Grants of Plan-Based Awards in Fiscal 2025
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair value of Stock and Option Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Christopher Young | 12/01/2025 | | | | 1,300,728 | 24,999,992 | | David DeStefano | 2/20/2025 | | | | 176,057 | 8,000,030 | | | 11/10/2025 | | | | 100,785 | 1,118,166 (4) | | | | 156,250 | 625,000 | 1,250,000 | | | | John Schwab | 2/20/2025 | | | | 63,513 | 2,886,031 | | | | 84,175 | 336,700 | 673,400 | | | | Bryan Rowland | 2/20/2025 | | | | 11,901 | 540,781 | | | | 36,050 | 144,200 | 288,400 | | |
Grants of Plan-Based Awards in Fiscal 2025
| (1) Amounts reflect potential payouts under the VOB Plan for the 2025 performance year. For additional information, see “Cash-Based Incentive Compensation” in the CD&A above. Mr. Young was not eligible for an annual bonus for 2025. |
Grants of Plan-Based Awards in Fiscal 2025
| (2) The RSUs for Mr. Young vest in substantially equal installments on each of November 10, 2026, 2027, 2028, and 2029. For Messrs. DeStefano, Schwab and Rowland, the RSUs vest in substantially equal installments on each of the first four anniversaries of the grant date. |
Grants of Plan-Based Awards in Fiscal 2025
| (3) Amounts reflect the full grant date fair value of stock awards granted during fiscal 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 13 to the consolidated financial statements included in our 2025 Annual Report on Form 10-K. |
Grants of Plan-Based Awards in Fiscal 2025
| (4) Reflects the incremental fair value, computed as of the modification date in accordance with ASC Topic 718, associated with continued vesting of Mr. DeStefano’s outstanding restricted stock units. |
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End Table
| | | Option Awards | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that have not Vested (#) | Market Value of shares of Stock that have not Vested ($)(1) | | Christopher Young | 12/01/2025 | | | | 1,300,728 (2) | 25,975,538 | | David DeStefano | 02/24/2022 | | | | 109,233 (3) | 2,181,383 | | | 02/23/2023 | | | | 202,791 (3) | 4,049,736 | | | 02/22/2024 | | | | 208,582 (3) | 4,165,383 | | | 02/20/2025 | | | | 176,057 (3) | 3,515,858 | | John Schwab | 02/05/2020 | 361,473 | 4.70 | 02/05/2030 | | | | | 03/01/2021 | 7,999 | 32.16 | 03/01/2031 | | | | | 02/10/2022 | | | | 24,010 (3) | 479,480 | | | 02/23/2023 | | | | 60,610 (3) | 1,210,382 | | | 02/22/2024 | | | | 71,664 (3) | 1,431,130 | | | 02/20/2025 | | | | 63,513 (3) | 1,268,355 | | Bryan Rowland | 02/10/2022 | | | | 4,088 (3) | 81,637 | | | 02/23/2023 | | | | 12,857 (3) | 256,754 | | | 02/22/2024 | | | | 12,399 (3) | 247,608 | | | 02/20/2025 | | | | 11,901 (3) | 237,663 |
Outstanding Equity Awards at Fiscal Year-End Table
| (1) Amount shown is based on the closing price of our Class A Common Stock of $19.97 per share on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End Table
| (2) The RSUs for Mr. Young vest as to 25% of the shares on each of November 10, 2026, 2027, 2028, and 2029, subject to his continuous service to the Company through each applicable vesting date and accelerated vesting as described above under “Employment and Severance Arrangements – Severance". |
Outstanding Equity Awards at Fiscal Year-End Table
| (3) The RSUs vest as to 25% of the shares on each of the first four anniversaries of the grant date, subject to the holder’s continuous service to the Company through each applicable vesting date. |
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1)($) | Number of Shares Acquired on Vesting | Value Realized on Vesting (1)($) | | Christopher Young | — | — | — | — | | David DeStefano | 747,786 | 21,976,479 | 308,722 | 13,245,807 | | John Schwab | — | — | 79,922 | 3,796,384 | | Bryan Rowland | 32,105 | 1,007,275 | 15,516 | 723,907 |
Option Exercises and Stock Vested in Fiscal 2025
(1) For option awards, the value realized on exercise is calculated by multiplying (i) the number of shares exercised by (ii) the difference between the closing price of the Company’s Common Stock on the date of exercise and the exercise price of the option. For RSUs, the value realized on vesting is determined by multiplying the shares vested by the closing prices of the Company’s Common Stock on the applicable dates of vesting.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control In this section, we describe payments that may be made to our named executive officers upon several events of termination, assuming the termination event occurred on the last day of fiscal 2025. We have entered into employment agreements with each named executive officer that provide for potential payments upon a qualifying termination of employment. See “Employment and Severance Arrangements” above for additional information. The following table summarizes the payments that would be made to our named executive officers upon the occurrence of certain qualifying terminations of employment, in any case, occurring on the last day of fiscal 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the named executive officer during his employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the existing equity plan. See “Retirement Agreement with Mr. DeStefano” above for a description of the payments and benefits provided to him in connection with his retirement in November 2025.
Potential Payments Upon Termination or Change in Control
| Name | Benefit | Termination Without Cause or for Good Reason($) | Retirement (4) ($) | | Christopher Young | Cash (1) | 1,458,333 | 0 | | | Equity Acceleration (2) | 6,493,885 | 0 | | | COBRA Reimbursement (3) | 70,893 | 0 | | | Total | 8,023,111 | 0 | | John Schwab | Cash (1) | 521,083 | 0 | | | Equity Acceleration | 0 | 0 | | | COBRA Reimbursement (3) | 53,277 | 0 | | | Total | 574,360 | 0 | | Bryan Rowland | Cash (1) | 390,542 | 0 | | | Equity Acceleration | 0 | 0 | | | COBRA Reimbursement (3) | 52,768 | 0 | | | Total | 443,310 | 0 |
Potential Payments Upon Termination or Change in Control
(1)Amounts shown represent cash severance payments payable upon the named executive officer’s termination without cause or resignation for good reason, or, with respect to Mr. Young, his employment termination due to our non-renewal of his employment agreement and also include 30 days of pay in lieu of notice. (2)Amount shown is based on the closing price of our Class A Common Stock of $19.97 per share on December 31, 2025. For Mr. Young, if his Qualifying Termination occurs during the Change in Control Period or Mr. Young dies or becomes disabled following a change in control, any time-based stock awards held by Mr. Young will vest in full immediately prior to the effective date of such termination of employment or, if later, immediately prior to the change in control. The value attributable to such accelerated vesting, based on the closing price of our Class A Common Stock of $19.97 per share on December 31, 2025, is $25,975,538. (3)Amounts shown represent premiums for continued health coverage for up to 18 months (or 24 months for Mr. Young). (4)Pursuant to each named executive officer’s equity award agreements, upon the executive’s termination due to retirement, the executive’s outstanding and unvested options will vest in full and a pro-rated portion of the executive’s RSUs will vest. For purposes of the equity award agreements, “Retirement” means a participant’s voluntary termination of service on or after the date on which the participant attains age 55 and has completed a minimum of 15 years of service with the Company. Mr. DeStefano remains eligible for this vesting treatment in the event of his retirement from the Board. The value attributable to such retirement vesting for Mr. DeStefano, based on the closing price of our Class A Common Stock of $19.97 per share on December 31, 2025, is $12,466,552.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Under SEC rules, we are required to calculate and disclose the median of the annual total compensation of all of our employees other than our CEO, the annual total compensation of our CEO and the ratio of the median of the annual total compensation of all our employees as compared to the annual total compensation of our CEO (“CEO Pay Ratio”). We consider the pay ratio specified herein to be a reasonable estimate calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. For 2025, the median annual total compensation of all our employees (other than our CEO) was $143,777, and the annual total compensation of our CEO, as described below, was $26,258,548.
CEO Pay Ratio Disclosure
| ● | Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median annual total compensation of all other employees was estimated to be 183 to 1. |
CEO Pay Ratio Disclosure
Due to the CEO transition in 2025, and as permitted by the pay ratio rules under Item 402(u) of Regulation S-K, we chose to annualize Mr. Young’s 2025 compensation. For this calculation, we annualized the amounts reported for Mr. Young in the “2025 Summary Compensation Table” as follows:
CEO Pay Ratio Disclosure
| Pay Component | Actual Value Disclosed in the Summary Compensation Table | Amount as Adjusted for Purposes of CEO Pay Ratio Disclosure | Reason for Adjustment | | Salary | $97,808 | $700,000 | Annualized Salary | | Stock Awards | $24,999,992 | $24,999,992 | No Adjustment | | Non-Equity Incentive Plan | $0 | $0 | n/a | | Sign-on Bonus | $500,000 | $500,000 | n/a | | All Other Compensation | $18,109 | $58,556 | Annualized Payments | | Total | $25,615,909 | $26,258,548 | - |
CEO Pay Ratio Disclosure
To identify our median employee in 2025, we used the following methodology:
CEO Pay Ratio Disclosure
| ● | We considered the compensation of 2,126 Vertex full-time and part-time employees (other than the CEO) as of December 31, 2025, consistent with the requirements of Item 402(u) of Regulation S-K for identifying the total employee population. |
CEO Pay Ratio Disclosure
| ● | We annualized the base compensation of all full-time and part-time employees who were employed by us for less than the entire calendar year. |
CEO Pay Ratio Disclosure
| ● | We used total cash compensation, consisting of total base pay, plus bonus and commission payments, through December 2025 as the compensation measure for identifying our median employee. The compensation measure was consistently applied to all employees across our global workforce. |
CEO Pay Ratio Disclosure
We calculated the median employee’s annual total compensation in the same manner as the named executive officers in the “2025 Summary Compensation Table” on page 29. In light of the additional one-time sign-on bonus and sign-on equity awards provided to Mr. Young in 2025 in order to successfully recruit him to our Company, we expect the 2025 Pay Ratio to be significantly higher than the CEO pay ratio in future years when we are not providing compensation to recruit a new Chief Executive Officer.
Pay versus Performance
Pay versus Performance
Pay versus Performance
| Year | Summary Compensation Table Total for First PEO¹ ($) | Compensation Actually Paid to First PEO¹˒²˒³ ($) | Summary Compensation Table Total for Second PEO¹ ($) | Compensation Actually Paid to Second PEO¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Total Revenue⁵ ($ Millions) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 10,325,361 | (16,455,484) | 25,615,909 | 26,591,455 | 2,362,097 | (1,414,677) | 57.27 | 183.21 | 7.2 | 748.4 | | 2024 | 8,403,506 | 36,014,118 | — | — | 2,139,021 | 9,540,330 | 153.01 | 164.53 | (52.7) | 666.8 | | 2023 | 7,531,591 | 20,194,525 | — | — | 1,800,274 | 5,249,186 | 77.27 | 139.46 | (13.1) | 572.4 | | 2022 | 7,002,168 | 6,690,549 | — | — | 1,439,261 | 947,639 | 41.63 | 87.67 | (12.3) | 491.6 | | 2021 | 6,870,858 | (14,932,287) | — | — | 942,943 | (3,745,456) | 45.53 | 130.86 | (1.5) | 425.5 |
Pay versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and non-PEO named executive officers (“Non-PEO NEO”) and Company performance for the fiscal years listed below. The Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. 1. David DeStefano (First PEO) served as our PEO through November 10, 2025. Christopher Young (Second PEO) has served as our PEO since his appointment on November 10, 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay versus Performance
| 2021 | 2022- 2025 | | John Schwab | John Schwab | | Lisa Butler | Bryan Rowland |
Pay versus Performance
2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the 2025 Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the 2025 Summary Compensation Table.
Pay versus Performance
| Year | Summary Compensation Table Total for First PEO ($) | Exclusion of Stock Awards and Option Awards for First PEO ($) | Inclusion of Equity Values for First PEO ($) | Compensation Actually Paid to First PEO ($) | | 2025 | 10,325,361 | (9,118,196) | (17,662,649) | (16,455,484) |
Pay versus Performance
| Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards and Option Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2025 | 25,615,909 | (24,999,992) | 25,975,538 | 26,591,455 |
Pay versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,362,097 | (1,713,406) | (2,063,368) | (1,414,677) |
Pay versus Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for First PEO ($) | Total - Inclusion of Equity Values for First PEO ($) | | 2025 | 3,515,858 | (17,377,829) | — | (3,800,678) | — | — | (17,662,649) |
Pay versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 753,009 | (3,098,132) | — | 281,755 | — | — | (2,063,368) |
Pay versus Performance
4.The Peer Group TSR set forth in this table utilizes the Nasdaq U.S. Benchmark Software TR Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Nasdaq U.S. Benchmark Software TR Index respectively. Historical stock performance is not necessarily indicative of future stock performance. 5.We determined Total Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2025. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the TSR of the Nasdaq U.S. Benchmark Software TR Index over the same period. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Total Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and Total Revenue during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and Non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked. Total Revenue Pre-Tax Net Income Adjusted Cash from Operations Pre-tax net income and adjusted cash from operations are non-GAAP measures. For a description of how these measures are calculated from the nearest GAAP counterpart in the Company’s audited financial statements, see “Cash-Based Incentive Compensation” in the CD&A above.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Compensation of our Directors
Compensation of our Directors Non-Employee Director Compensation Program We maintain a compensation program for our non-employee directors. Under this program our non-employee directors receive the following amounts for their services on our Board during 2025: ●If a director (i) is initially elected or appointed to our Board at an annual meeting of stockholders or (ii) has served on our Board as of the date of an annual meeting of stockholders and will continue to serve as a director immediately following such meeting, a number of restricted stock awards on the date of the annual meeting determined by dividing $200,000 by the closing price of our Common Stock on the date of the annual meeting (with any partial shares that result rounded up to the nearest whole share); ●An annual director fee of $42,000 ●If the director serves as lead independent director or chair or on a committee of our Board, an additional annual fee as follows: oChairperson of the Board: $42,000; oLead Independent Director: $20,000; oChair of the Audit Committee: $20,000; oAudit Committee member other than the chair $10,000; oChair of the Human Capital Committee, $15,000; oHuman Capital Committee member other than the chair, $7,500; oChair of the Nominating and Governance Committee, $12,000; and oNominating and Governance Committee member other than the chair, $6,000. Director fees under the program are earned and paid monthly. Restricted stock awards represent the right to receive one share (or an equal amount in cash) following vesting of the award. Restricted stock awards granted to our non-employee directors under the program will vest in a single installment on the earlier of the day before the next annual meeting of stockholders occurring after the date of grant or the first anniversary of the date of grant, subject to continued service as a non-employee member of our Board through the applicable vesting date and accelerated vesting upon a change in control of the Company. Our non-employee director compensation program was amended in October 2025 to separate the roles of Chairperson of the Board and CEO. Our Chairperson of the Board, Mr. DeStefano, does not qualify as an independent director due to his recent role as CEO. As a result, Mr. Andersen will continue to serve as lead independent director. The annual fee to the lead independent director remained at $20,000. The annual fee for service as Chairperson of the Board was increased from $20,000 to $42,000. In addition, in December 2025, the members of a special search committee of the Board received a one-time cash payment of $60,000 to Mr. Gayton as Chairperson and $30,000 to each of Mr. Andersen and Ms. Radcliffe as committee members in recognition of their instrumental leadership and stewardship during the Company’s President and Chief Executive Officer succession process, culminating in the appointment of Christopher Young. This acknowledgement reflects not only the significant time and effort invested, but also the Committee’s critical role in shaping the Company’s leadership trajectory and long-term strategic direction. The following table sets forth information concerning the compensation of our non-employee directors for their service on our Board for the year ended December 31, 2025.
Compensation of our Directors
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Eric Andersen | 105,500(3) | 200,029 | 305,529 | | David DeStefano (4) | — | — | — | | Bradley M. Gayton | 124,000(3) | 200,029 | 324,029 | | Mark J. Mendola (5) | 28,889 | 200,029 | 228,918 |
Compensation of our Directors
| Amanda Westphal Radcliffe | 78,000(3) | 200,029 | 278,029 | | Philip Saunders | 67,000 | 200,029 | 267,029 | | J. Richard Stamm | 62,000 | 200,029 | 262,029 | | Stefanie Westphal Thompson | 49,500 | 200,029 | 249,529 |
Compensation of our Directors
| (1) Includes annual fees for service on the Board and committees of the Board. |
Compensation of our Directors
| (2) Amounts shown reflect the grant date fair value of restricted stock awards granted during 2025 as calculated in accordance with ASC Topic 718. See Note 13 to the consolidated financial statements included in our 2025 Annual Report on Form 10-K for information regarding the assumptions used in calculating these amounts. |
Compensation of our Directors
| (3) Amounts shown include the one-time payment in recognition of their additional efforts in connection with the CEO succession process. |
Compensation of our Directors
| (4) See the “All Other Compensation” column in the 2025 Summary Compensation Table above for information on the director fees earned by Mr. DeStefano for service on the Board during 2025. |
Compensation of our Directors
| (5) Mr. Mendola joined the Board in June 2025. |
Compensation of our Directors
The table below shows the aggregate numbers of options (exercisable and unexercisable) and restricted stock awards held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.
Compensation of our Directors
| Name | Options Outstanding at Fiscal Year-End (#) | Restricted Stock Awards Outstanding at Fiscal Year-End (#) | | Eric Andersen | 78,558 | 5,327 | | Bradley M. Gayton | — | 5,327 | | Mark J. Mendola | — | 5,327 | | Amanda Westphal Radcliffe | — | 5,327 | | Philip Saunders | — | 5,327 | | J. Richard Stamm | 18,623 | 5,327 | | Stefanie Westphal Thompson | — | 5,327 |
Compensation of our Directors
In the event of a change in control, all restricted stock awards held by any non-employee director will vest immediately prior to such change in control.