DEF 14A of Fastly, Inc., Apr 24, 2024

DEF 14A of Fastly, Inc.

Filed Apr 24, 2024 · FY20230001140361-24-021698

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | | Page | | Employment Arrangements | 45 | | Other Named Executive Officers | 47 | | Pay vs. Performance | 48 | | CEO Pay Ratio | 52 | | Potential Payments on Termination or Change of Control | 53 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 54 | | COMPENSATION OF NON-EMPLOYEE DIRECTORS | 55 | | Non-Employee Director Compensation Policy | 55 | | CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS | 57 | | DELINQUENT SECTION 16(a) REPORTS | 58 | | HOUSEHOLDING AND PROXY MATERIALS | 59 | | OTHER MATTERS | 60 | | RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | A-1 |

  2. How can I find out the results of the voting at the annual meeting?

    | ELECTION OF DIRECTORS | | | Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. | | | There are three directors in the class whose term of office expires in 2024, David Hornik, Charles Meyers, and Vanessa Smith. Mr. Hornik, Mr. Meyers, and Ms. Smith have served as members of our Board of Directors since February 2013, July 2021, and November 2021, respectively. If elected at the annual meeting, these nominees would serve until the 2027 annual meeting of stockholders and until a successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. Our policy is to encourage directors and nominees for director to attend the annual meeting. Ms. Álvarez, Mr. Bergman, Mr. Daniels, Mr. Hornik, Ms. Loop, Mr. Meyers, Mr. Nightingale, Mr. Paisley, and Ms. Smith (all of the members of our Board of Directors serving at the time) attended our annual meeting in 2023. | | | Directors are elected by a plurality of the votes of the holders of shares present online or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. “Withhold” votes will have no effect. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. | | | The following is a brief biography of each nominee and each director whose term will continue after the annual meeting, including their ages as of March 15, 2024. | | | Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting | | | | David Hornik AGE: 56 has served as the Chairperson of our Board of Directors since April 2023, Lead Independent Director of our Board of Directors from February 2020 to April 2023, and as a member of our Board of Directors since February 2013. Mr. Hornik has been a partner at Lobby Capital and August Capital, venture capital funds, since 2021 and 2000, respectively. From January 2019 to March 2022, Mr. Hornik served as a member of the board of directors of Gitlab Inc., a DevSecOps platform delivered as a single application. From August 2004 to September 2017, Mr. Hornik served as a member of the board of directors of Splunk Inc., a software and data solutions company. Mr. Hornik has served as a member of the board of directors of Bill.com, a cloud-based software company that automates back-office financial operations, since May 2016. Prior to joining August Capital, Mr. Hornik was an intellectual property and corporate attorney at the law firms of Venture Law Group and Perkins Coie LLP, and a litigator at the law firm of Cravath, Swaine & Moore LLP. Mr. Hornik holds an A.B. from Stanford University, an M.Phil from Cambridge University and a J.D. from Harvard Law School. We believe that Mr. Hornik is qualified to serve as a member of our Board of Directors because of his extensive experience with technology companies in our industry, his service on public and private company boards, and the historical knowledge and continuity he brings to our Board of Directors. | | | Charles Meyers AGE: 58 has served as a member of our Board of Directors since July 2021. Mr. Meyers is the President and Chief Executive Officer and a director of Equinix, Inc., the world’s digital infrastructure company. He previously served as President, Strategy, Services & Innovation, as well as Chief Operating Officer, after joining Equinix in 2010 as President, Americas Region. Mr. Meyers also previously held senior operating roles at Level 3 Communications and Verisign and was a member of the pre-IPO executive team at Internet Security Systems. Mr. Meyers holds a B.S. in Chemical Engineering from the University of Colorado Boulder, an M.S. in Engineering Management from Northwestern University, and an M.B.A. in Marketing, Strategy from the Northwestern University Kellogg School of Management. We believe that Mr. Meyers’ leadership experience in the technology industry and his deep knowledge of cybersecurity risks faced by leading telecommunications and information technology companies qualifies him to serve on our Board of Directors. |

  3. How can I find out the results of the voting at the annual meeting?

    | | Vanessa Smith AGE: 48 has served as a member of our Board of Directors since November 2021. Since May 2023, Ms. Smith has served as President of ServiceNow.org, and from September 2020 to May 2023, Ms. Smith served as Senior Vice President of Industries at ServiceNow, Inc., a software company. From October 2004 to August 2020, Ms. Smith served in a variety of go-to-market roles, most recently Regional Vice President, Strategic Customers and Senior Vice President, Human Capital Management LOB, for SAP, a software company. She holds an B.S. in Commerce from The McIntire School of Commerce at the University of Virginia and an M.B.A. from The Robert H. Smith School of Business at the University of Maryland. We believe that Ms. Smith’s leadership experience in technology and go-to-market roles and her experience in human capital management qualifies her to serve on our Board of Directors. |

  4. Directors Continuing in Office Until the 2025 Annual Meeting

    Directors Continuing in Office Until the 2025 Annual Meeting

  5. Directors Continuing in Office Until the 2025 Annual Meeting

    | | Artur Bergman AGE: 44 has served as our Chief Technology Officer since April 2024. He served as our Chief Architect from February 2020 to April 2024, as our Chief Executive Officer from Fastly’s founding in March 2011 until February 2020, Chairperson of the Board of Directors from February 2020 to April 2023, and as a member of our Board of Directors since March 2011. From September 2007 to June 2011, Mr. Bergman served as Manager, Vice President, then Chief Technology Officer of Wikia, Inc., a global community knowledge-sharing platform. From November 2005 to March 2007, Mr. Bergman served as Engineering Manager for Six Apart Ltd., a social networking service. From the second half of 2003 to August 2005, Mr. Bergman served as Engineering Manager of Fotango, Ltd., a subsidiary of Canon Europe. We believe that Mr. Bergman is qualified to serve as a member of our Board of Directors because of his industry knowledge and his experience as our founder, his leadership experience and deep technical expertise, including with respect to protecting against, understanding, and responding to cybersecurity risks. | | | Paula Loop AGE: 62 has served as a member of our Board of Directors since July 2021. Ms. Loop previously served as an Assurance Partner at PricewaterhouseCoopers LLP, an international professional services accounting firm, where her career spanned over 30 years. At PwC she served on the Board of Partners as the Risk and Quality Committee chair and was the leader of PwC’s Governance Insights Center. She was also previously the New York Metro Regional Assurance Leader leading one of PwC’s largest Assurance practices. She has served as a director of APi Group, a construction equipment and services company, since March 2022 and Robinhood Markets, a financial services company, since June 2021. Ms. Loop holds a B.S. in Business Administration from the University of California at Berkeley. We believe that Ms. Loop is qualified to serve as a member of our Board of Directors because of her significant experience working with boards and audit committees across multiple markets and industry sectors on governance, accounting, sustainability, and SEC reporting matters. | | | Christopher B. Paisley AGE: 71 has served as a member of our Board of Directors since July 2018. Since January 2001, Mr. Paisley has served as the Dean’s Executive Professor of Accounting at the Leavey School of Business at Santa Clara University. Mr. Paisley also serves as lead independent director of Equinix, Inc., a provider of network colocation, interconnection, and managed services, since July 2007, and a member of the board of directors of Ambarella, Inc., a developer of low-power, high-definition video compression and image processing semiconductors, since August 2012. Mr. Paisley previously served as a director of Fitbit, Inc. from January 2015 to May 2020, as a director of Fortinet, Inc., a cybersecurity software company, from 2004 until May 2021, and as Chief Financial Officer and a director of Enterprise 4.0 Technology Acquisition Corp., a special purpose acquisition corporation from May 2021 to March 2023. Mr. Paisley holds a B.A. in business economics from the University of California at Santa Barbara and an M.B.A. from the Anderson School at the University of California at Los Angeles. We believe that Mr. Paisley’s substantial experience in the technology industry and his service on public company boards and audit committees qualifies him to serve on our Board of Directors. |

  6. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting

  7. Directors Continuing in Office Until the 2026 Annual Meeting

    | | The Honorable Aida Álvarez AGE: 75 has served as a member of our Board of Directors since August 2019. Ms. Álvarez has led important financial and government agencies and served in the cabinet of U.S. President William J. Clinton as the Administrator of the U.S. Small Business Administration. Ms. Álvarez serves on the board of directors of HP Inc., a technology company, since June 2016, Stride, Inc., a for-profit education company, since April 2017, and Bill.com Holdings, Inc., a provider of automated, cloud-based software for financial operations, since April 2022. She has previously served on the board of directors of Wal-Mart Stores, Inc., a retail company, MUFG Americas Holdings Corporation, a banking corporation, Zoosk, an online dating company, PacifiCare Health Systems, Inc., and Oportun Financial Corporation, a financial services company. Ms. Álvarez was the founding Chair of the Latino Community Foundation, and currently serves as its Board Chair Emerita. Ms. Álvarez holds a B.A. from Harvard College. We believe that Ms. Álvarez is qualified to serve as a member of our Board of Directors because of her extensive experience in the technology and finance industries and her service on public company boards. | | | Richard Daniels AGE: 69 has served as a member of our Board of Directors since November 2021. Mr. Daniels retired from Kaiser Permanente, an integrated managed care consortium, in 2020, where he was most recently Executive Vice President & CIO. He serves on the Board of CSAA Insurance Group and is on the Board of the Parkland Center for Clinical Innovation. Mr. Daniels has served on the Board of SVB Financial Group since October 2020. He also served on the Board of Playworks from December 2015 to January 2023. Before Kaiser Permanente, Mr. Daniels held technology leadership roles at Capital One and JPMorgan. Mr. Daniels holds a B.A.Sc. in Business Administration and Management from Texas State University. We believe that Mr. Daniels is qualified to serve as a member of our Board of Directors because of his leadership experience in technology roles, service as a member of the board of directors for other companies, and deep knowledge of information security risks. | | | Todd Nightingale AGE: 44 has served as our Chief Executive Officer and as a member of our Board of Directors since September 2022. Mr. Nightingale previously served as the Executive Vice President and General Manager of Enterprise Networking and Cloud at Cisco Systems, Inc. since March 2020. From June 2016 to March 2020, Mr. Nightingale served as the Senior Vice President and General Manager of Cisco Meraki. Prior to that he held various roles as a Vice President at Cisco Meraki. Mr. Nightingale holds a Bachelor of Science in electrical engineering and computer science from Massachusetts Institute of Technology as well as a Masters in engineering from Massachusetts Institute of Technology. We believe that Mr. Nightingale’s deep industry experience, including product engineering and business leadership roles in networking and cybersecurity, qualifies him to serve as a member of our Board of Directors. |

  8. INFORMATION REGARDING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

  9. Compensation Committee

    | • | reviewing and recommending to our Board of Directors the compensation of our non-employee directors; |

  10. 2023 Compensation Highlights

    | • | Limited Cash and Annual Incentive (bonus) Compensation Increases for 2023: The Committee did not make any changes to our Named Executive Officers’ base salaries for 2023. Except for Mr. Kisling’s target bonus opportunity which was increased to 25% of base salary (up from 15% of base salary), no changes were made to our Named Executive Officers’ target bonuses. |

  11. 2023 Compensation Highlights

    | • | Recalibrated Long term Incentive (“LTI”) Awards with shorter vesting period for certain non-CEO awards: The Committee reduced the size of |

  12. 2023 Compensation Highlights

    2023 long term incentive awards for Mr. Kisling and Mr. Shirk in response to reducing the vesting period from 4 years to 3 years for the organization to limit the overall dilutive impact and share reserve. Mr. Nightingale and Mr. Bergman maintain a 4-year vesting to foster a longer-term orientation and their awards were calibrated within the unique context of their individual circumstances.

  13. 2023 Compensation Highlights

    | • | Incentive outcomes paid out just below target: The annual incentive (bonus) and performance-based restricted stock units (“PSUs”) were achieved at 97.7% of target based on the financial goals established at the beginning of the year. |

  14. 2023 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement

    | Topic Area | Stockholder Feedback | Company Response | | Mix of performance-based LTI | Stockholders expressed a preference for the performance-based LTI mix to be at least 50%. | We increased our CEO’s performance-based LTI mix to 60% in 2024, increasing his pay-for-performance orientation. The Compensation Committee will continue to assess the performance-based LTI mix of our other Named Executive Officers to ensure appropriate pay-for-performance alignment, to remain competitive with the market, and to support our talent strategy and compensation philosophy. | | Design of PSUs | Stockholders expressed a preference for diversified metrics and a multi-year performance measurement period for PSUs under the LTI program to differentiate from the annual incentive program. | We will continue to evaluate the metrics and performance periods for our PSUs to ensure that they align with our business priorities and needs. While we considered a variety of alternative designs, we maintained our existing PSU program design for now as the current design continues to align with our focus on revenue growth and profitability, and recognizes the need for strategic flexibility during a period of digital transformation for many of our current and potential customers. | | Enhancing stock ownership guidelines | Stockholders expressed a preference for more robust stock ownership guidelines for our Named Executive Officers. | As described below in “Additional Information–Stock Ownership Guidelines,” in February 2024, our Compensation Committee introduced more robust stock ownership guidelines for our Named Executive Officers, requiring our CEO to hold 6x his annual base salary (up from 3x), and other executive officers to hold 3x their annual base salary (up from 1x), encouraging even greater alignment of the interests of our Named Executive Officers and our stockholders. |

  15. Compensation Philosophy and Objectives

    | • | Balancing short- and long-term corporate goals and strategy. |

  16. What we do not do

    | • | We do not provide guaranteed bonuses to our executive officers. |

  17. What we do not do

    | • | We do not provide any excise tax reimbursement payments (including “gross-ups”) with respect to payments or benefits contingent upon a change in control of our Company. |

  18. What we do not do

    | • | We do not offer pension arrangements, or nonqualified deferred compensation plans or arrangements to our executive officers, other than our 401(k) plan, which is open to all United States salaried employees. |

  19. What we do not do

    | • | We do not strictly benchmark compensation to a specific percentile of our compensation peer group. |

  20. What we do not do

    | • | We do not provide “single-trigger” acceleration of equity awards upon a change in control of the Company. |

  21. Executive Compensation Program Design

    Executive Compensation Program Design Our Compensation Committee believes that executive compensation should be linked to our overall financial performance, strategic success, and stockholder returns. Our Compensation Committee evaluates our compensation philosophy and executive compensation program annually to ensure that our program remains competitive relative to our market for executive talent and aligned with our strategic objectives. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our Named Executive Officers with achievement of our long-term business objectives and financial performance that drives sustained stockholder value creation. To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of the target total direct compensation for our Named Executive Officers is awarded in the form of equity. Our Named Executive Officers are eligible for RSU awards based on their individual contributions and performance during each fiscal year. Our Compensation Committee believes that this emphasis on equity rather than cash incentives tied to short-term objectives is an effective approach for reinforcing our objective of long-term stockholder value creation. We also offer our Named Executive Officers standard health and welfare benefits and retirement plan benefits that are generally available to our other employees, including medical, dental, vision, life and disability insurance and, for United States salaried employees, participation in our 401(k) plan. Our Named Executive Officers may also participate in our 2019 Employee Stock Purchase Plan (“ESPP”) on the same basis as our other employees. Certain of our Named Executive Officers were also eligible to participate in our 2023 Bonus Program (the “2023 Bonus Program”) on the same basis as our other employees. For 2023, the material elements of our executive compensation program were:

  22. Executive Compensation Program Design

    | Compensation Element | Relationship to Business Objectives | | Base Salary | Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executives. Base salaries may be adjusted based on numerous factors, including a change in a Named Executive Officer’s responsibilities, demonstrated performance or relevant competitive market data. During 2023, Mr. Bergman was eligible to reduce his base salary to a lesser amount (in no event lower than the applicable minimum wage) and receive an RSU award based on the amount of such reduction. Mr. Bergman elected to reduce his base salary to the applicable minimum wage. | | Annual Incentive | In 2023, our Named Executive Officers (excluding Mr. Shirk) were eligible for annual incentives tied to our level of achievement of annual revenue goals pursuant to our 2023 Bonus Program. Except for Mr. Nightingale, whose award was paid in cash, awards under the 2023 Bonus Program were paid as fully vested RSUs. In addition, Mr. Shirk was eligible to participate in our Commission Plan (as defined below), which tied his annual compensation directly to achievement of certain sales metrics. | | Annual Long-Term Incentive Equity | In our annual long-term incentive design, we primarily rely on a combination of PSUs and time-based RSUs. All of our Named Executive Officers, except for Mr. Bergman as our founder, received both PSUs and RSUs in 2023. The PSUs represent 50% of the LTI opportunity for Mr. Nightingale and 30% of the LTI opportunity for Mr. Kisling and Mr. Shirk, and reward executives for meeting certain financial performance requirements set up at the beginning of the year. The focus on revenue growth and profitability are key value creation metrics for our business. The RSUs represent 50% of the LTI opportunity for Mr. Nightingale, and 70% of the LTI opportunity for Mr. Kisling and Mr. Shirk and provide reasonable balance against the PSUs and support in the retention of executives critical to the Company’s ongoing success. Mr. Bergman received a combination of options and RSUs for 2023, which reflects his unique individual status as a founder and recent equity history (for more information, see “Fiscal 2023 Annual Long-Term Incentive Equity – Chief Technology Officer Long Term Incentive Equity” below). | | Benefits | We offer competitive health and welfare benefits, as well as participation in the ESPP, 401(k) plan for United States employees, and other employee benefit plans. |

  23. Preview of Changes for Fiscal 2024

    Preview of Changes for Fiscal 2024 During 2023, with support from its independent consultants, the Compensation Committee undertook a comprehensive review of our approach to executive compensation after engaging with stockholders as described above under “2023 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement”. In addition to stockholder feedback, this review incorporated market perspective from our peer group as well as consideration given to our compensation objectives and desired emphasis on variable compensation to support our pay-for-performance culture. Following this review, the Compensation Committee approved changes to the compensation program for our Named Executive Officers applicable in fiscal 2024. Key changes include increasing our CEO’s annual LTI mix to 60% PSUs, and enhancing the Stock Ownership Guidelines for our Named Executive Officers, requiring our CEO to hold 6x his annual salary (up from 3x) and other executive officers to hold 3x their annual base salary (up from 1x). The annual incentive opportunity and PSUs granted in fiscal 2024 will be earned if at all, based on our level of achievement of revenue and non-GAAP operating loss or the achievement of certain stock hurdles for fiscal 2024.

  24. Determination of Compensation Awards

    | • | market data, including practices among companies in our compensation peer group; |

  25. Role of the Consultant

    Role of the Consultant The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. During 2023, the Compensation Committee retained the services of Compensia and, starting in June 2023, Semler Brossy, each national executive compensation consultants to advise the Compensation Committee on compensation matters related to our executive and director compensation programs. In 2023, Compensia and Semler Brossy provided the following support:

  26. Role of the Consultant

    | • | assisted in the review and updating of our compensation peer group; |

  27. Role of the Consultant

    | • | analyzed the executive compensation levels and practices of the companies in our compensation peer group; |

  28. Role of the Consultant

    | • | provided advice with respect to compensation best practices and market trends for executive officers and directors; |

  29. Role of the Consultant

    | • | reviewed and provided input on our Compensation Discussion and Analysis; |

  30. Role of the Consultant

    | • | assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our Named Executive Officers and other executive officers; |

  31. Role of the Consultant

    | • | assisted the Compensation Committee in reviewing our stockholder feedback in light of our 2023 “Say-on-Pay” vote and determining potential responses for 2024; and |

  32. Role of the Consultant

    | • | provided ad hoc advice and support throughout the year. |

  33. Role of the Consultant

    Compensia and Semler Brossy reported to and worked for the Compensation Committee. Prior to engaging Compensia and Semler Brossy, the Compensation Committee considered the specific independence factors adopted by the SEC and the NYSE and determined that Compensia and Semler Brossy is independent and that Compensia and Semler Brossy’s work did not raise any conflicts of interest.

  34. Role of Competitive Market Data

    Role of Competitive Market Data As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executive officers. In September 2022, the Compensation Committee, with support from Compensia, reviewed our executive compensation peer group. In selecting companies for inclusion in our peer group, the Compensation Committee generally seeks to include U.S. headquartered, competitors and cloud-based enterprise and security software companies with between about 50% to 200% of our revenue and 33% to 300% of our market capitalization. At the time of the analysis, the resulting compensation peer group had median trailing four-quarter revenues of approximately $409 million and a 30-day average market capitalization as of September 1, 2022 of approximately $1.6 billion compared to our trailing four-quarter revenues of $389 million (positioned at the 39th percentile) and a 30-day average market capitalization of $1.3 billion (positioned at the 44th percentile). For making 2023 compensation decisions, the Compensation Committee reviewed market data from the following compensation peer group:

  35. Role of Competitive Market Data

    | • | 8x8, Inc. (EGHT) | • | Momentive Global | | • | A10 Networks (ATEN) | • | Rapid7, Inc. (RPD) | | • | Alteryx (AYX) | • | Semrush Holdings, Inc. (SEMR) | | • | AppFolio, Inc. (APPF) | • | Smartsheet, Inc. (SMAR) | | • | BigCommerce Holdings, Inc. (BIGC) | • | Sumo Logic, Inc. (SUMO) | | • | BlackLine, Inc. (BL) | • | Tenable Holdings, Inc. (TENB) | | • | DOMO, Inc. (DOMO) | • | Varonis Systems, Inc. (VRNS) | | • | Everbridge, Inc. (EVBG) | • | Yext, Inc. (YEXT) | | • | JFrog Ltd. (FROG) | • | Zuroa, Inc. (ZUO) |

  36. Role of Competitive Market Data

    The Compensation Committee evaluates the compensation peer group annually and modifies the peer group as needed. Given that not all of the peer companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviewed market data from the Radford Global Technology survey. Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions in making compensation decisions. As such, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the compensation peer group. To assess the competitiveness of our total direct compensation, the Compensation Committee references the total direct compensation at companies in our compensation peer group at the 50th and 75th percentile. However, the Compensation Committee does not specifically benchmark the compensation of any individual to a precise percentile within this general percentile range. In addition, the Compensation Committee does not have a set formula by which it determines how much of the Named Executive Officer’s compensation is fixed (i.e., base salary) rather than variable.

  37. Base Salary

    In November 2022, Mr. Bergman elected to receive a grant of RSUs in February 2023 in lieu of approximately 93% of his base salary for 2023, which would otherwise have been paid in cash. After making this election, his 2023 base salary was $35,964.66, instead of $500,000. The RSUs granted in lieu of base salary vested as to 25% of the total RSUs on February 15, 2023, and thereafter as to 25% of the RSUs on May 15, 2023, August 15, 2023, and November 15, 2023. The target value of the base salary for Mr. Bergman was converted into a number of RSUs based on the average of the closing prices of our common stock during the calendar month prior to the month in which the grant date occurred. Pursuant to his current offer letter agreement, Mr. Bergman may elect a similar base salary reduction and corresponding RSU award with a value based on the amount of such reduction, in subsequent years as long as an irrevocable election to reduce salary is made by the end of November of the year prior to the year in which base salary is to be reduced. In no event may Mr. Bergman elect to reduce base salary below the applicable minimum wage. The amounts set forth in the table above reflect his base salary and do not give effect to this salary reduction. See “Employment Arrangements” below for additional information.

  38. Annual Incentive

    Annual Incentive During fiscal year 2023, Messrs. Nightingale, Bergman, and Kisling, were eligible to earn annual incentives under our 2023 Bonus Program to encourage the achievement of corporate objectives and reinforce our pay-for-performance culture. In March 2023, our Compensation Committee approved target bonus amounts for Messrs. Kisling and Nightingale to be paid out in fully vested RSUs (for Mr. Kisling) or cash (for Mr. Nightingale). In November 2023, our Compensation Committee approved a target bonus amount for Mr. Bergman, to be paid out in fully vested RSUs. The table below reflects the target dollar amount (“Target Bonus”) to be paid out in (i) the form of fully vested RSUs eligible to be earned by each of Messrs. Bergman and Kisling and (ii) cash eligible to be earned by Mr. Nightingale.

  39. Annual Incentive

    | Executive | Target Bonus | | Todd Nightingale | $600,000 | | Artur Bergman | $165,000 | | Ronald Kisling | $150,000 |

  40. Annual Incentive

    The 2023 Bonus Program was based on our level of revenue achievement and a non-GAAP operating loss as a percentage of revenue goal for the year, with revenue weighted 66.7% and non-GAAP operating loss as a percentage of revenue weighted 33.3%. The Compensation Committee believes that revenue and non-GAAP operating loss as a percentage of revenue goals were appropriate measures given our emphasis on growth and the importance of revenue growth and reduction of operating expenses as a driver of our overall financial performance. The target revenue achievement goal was increased (up from $419.8M in 2022) to represent a 20% year over year growth rate. In March 2023, the Compensation Committee approved the following threshold, target and maximum performance goals that were used to determine the payouts, with achievement between threshold, target and maximum payout to be determined linearly (“2023 Objectives”):

  41. Annual Incentive

    | Revenue Performance Goal | | | | | | Threshold 50% Payout | Target 100% Payout | Max 150% Payout | Actual Achievement | Payout Factor | | $488M | $519M | $550M | $506M | 79.0% of Target |

  42. Annual Incentive

    | Non-GAAP Operating Loss % of Revenue Goal | | | | | | Threshold 50% Payout | Target 100% Payout | Max 150% Payout | Actual Achievement | Payout Factor | | -13% | -10% | -6% | -7.2% | 135.0% of Target |

  43. Annual Incentive

    In February 2024, our Compensation Committee determined that, based on our actual achievement of the 2023 Objectives, the Company achieved $506M (between threshold and target) of its revenue target and -7.2% (between target and maximum) of its non-GAAP operating loss as a percentage of revenue target. After applying a 66.7% weighting to the revenue payout factor of 79.0%, and a 33.3% weighting to the non-GAAP operating loss as a percentage of revenue payout factor of 135.0%, Messrs. Bergman, Kisling, and Nightingale were eligible to receive 97.7% of their Target Bonus.

  44. Equity Compensation

    Equity Compensation As a high-growth company in a dynamic market sector, we believe that stock awards with multi-year vesting are an effective tool for motivating our Named Executive Officers to drive long-term stockholder value. A majority of the target total direct compensation opportunity provided to our Named Executive Officers, was awarded in restricted stock units (“RSUs”) with multi-year vesting requirements or performance-based restricted stock units (“PSUs”) tied to the achievement of certain corporate objectives. Mr. Bergman was also granted a portion of this compensation in options to create a longer-term orientation, given his role as a founder, and to create a direct and immediate connection to the stockholder experience, in that the value of the options is tied to the Company’s share price. This program reflects the Compensation Committee’s goal of maintaining strong alignment between pay and performance for our most senior leaders.

  45. Fiscal 2023 Annual Long-Term Incentive Equity

    Fiscal 2023 Annual Long-Term Incentive Equity In March, May, and November 2023, we granted annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our Named Executive Officers for long-term corporate performance. The annual equity awards granted to our Named Executive Officers were determined by our Compensation Committee after reviewing data from competitive market analyses prepared by Compensia and, with respect to Mr. Bergman’s annual equity grants, Semler Brossy. In addition, our Compensation Committee considers the input of our CEO regarding the individual performance and pay levels for his direct reports. For fiscal 2023 annual grants, approximately 30% of the target annual equity value awarded to Messrs. Kisling and Shirk was granted in the form of PSUs. The remaining 70% of the target annual equity value was granted in the form of time-vesting RSUs. Mr. Nightingale was granted approximately 50% of the target annual equity value in the form of PSUs, and the remaining 50% in the form of time-vesting RSUs. The target dollar value of annual equity approved by the Compensation Committee for Messrs. Kisling, Nightingale, and Shirk, was converted into a number of RSUs and PSUs based on the average of the closing prices of our common stock during February 2023, as further described below. Mr. Bergman was granted approximately 50% of the target annual equity value in the form of time-vesting RSUs, and the remaining 50% in the form of options. The target dollar value of the annual equity grants to Mr. Bergman, approved by the Compensation Committee was converted into a number of RSUs and options based on the average of the closing prices of our common stock during the 30 calendar days prior to the approval of his grant and, in the case of the options, by applying a 2:1 adjustment factor. The target values of the fiscal 2023 annual grants differ from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported in the table below, in our 2023 Summary Compensation Table, and in the 2023 Grants of Plan-Based Awards Table. As indicated above, we made equity grants to our Named Executive Officers in March, May, and November. In March 2023, we made our annual grants to all Named Executive Officers except Mr. Bergman. Mr. Bergman’s proposed performance award was subject to stockholder approval at the time annual grants were made to the other Named Executive Officers and, as a result, Mr. Bergman did not receive any annual equity awards at that time. Instead, after learning that Mr. Bergman’s award was not approved by our shareholders, the Compensation Committee met throughout the year in collaboration with its outside independent compensation consultant, to determine the equity award strategy for Mr. Bergman and awarded Mr. Bergman a combination of RSU and options grants in November 2023, as detailed further below in the “Chief Technology Officer Long Term Incentive Equity” section below. In May 2023, we made additional awards to Mr. Nightingale that were consistent with the annual award equity mix (e.g., 50% RSUs and 50% PSUs) and were intended to expand the vesting schedule to 4 years to align with the longer-term focus expected with Mr. Nightingale’s role as further described in “Time-Based Vesting Restricted Stock Unit Grants” below.

  46. Fiscal 2023 Annual Long-Term Incentive Equity

    | Executive | PSUs at Target | PSU Value | RSU Grant | RSU Value | Option Grant | Option Value | | Todd Nightingale | 291,828(1) | $4,489,044 | 291,828(1) | $4,489,044 | — | — | | Artur Bergman | — | — | 301,169 | $4,960,253 | 602,338 | $6,619,695 | | Ron Kisling | 70,038 | $1,159,829 | 163,424 | $2,706,301 | — | — | | Brett Shirk | 46,692 | $773,220 | 108,949 | $1,804,195 | — | — |

  47. Fiscal 2023 Annual Long-Term Incentive Equity

    | (1) These figures reflect two separate grants made in March 2023 and May 2023 to encompass Mr. Nightingale’s total Annual LTI. |

  48. Time-Based Vesting Restricted Stock Unit Grants

    Time-Based Vesting Restricted Stock Unit Grants Time-based vesting RSUs represent the majority of the compensation awarded to our Named Executive Officers, except for Mr. Nightingale, in 2023. The annual RSUs described in the table above were finalized in March 2023, May 2023 (for a portion of Mr. Nightingale’s grants as further described below), and November 2023 (for Mr. Bergman as further described in “Chief Technology Officer Long-Term Incentive Equity” below), and determined by establishing a target value based on competitive market data for companies in our peer group and the competitive market for talent. The Compensation Committee originally reduced the size of the grant approved for Mr. Nightingale in March 2023 to reflect a shorter 3 year vesting schedule, but determined in May 2023 to expand the vesting schedule to 4 years to align with the longer-term focus expected with Mr. Nightingale's role and proportionately adjusted the size of his RSU and PSU grants. Except for Mr. Bergman’s grants, the target value established by the Compensation Committee was approved based on the average of the closing prices of our common stock during February 2023, the calendar month prior to the month in which the grant date occurred (and for Mr. Nightingale’s additional grant, the calendar month prior to the month in which the original intended grant date occurred). These target values differ from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table. The time-based vesting RSUs granted to Messrs. Kisling, Nightingale (except for the additional portion described below), and Shirk in March 2023 have a vesting schedule such that 1/12th of the RSUs vested on May 15, 2023 and the remainder vest in 11 quarterly installments thereafter, for a total 36 month vesting period. The additional time-based RSUs granted to Mr. Nightingale in May 2023 have a vesting schedule such that 1/4th of the RSUs vest on May 15, 2026 and the remainder vest in three equal quarterly installments thereafter, for a total of a 12 month vesting period.

  49. Performance-Based Restricted Stock Unit Grants

    Performance-Based Restricted Stock Unit Grants In March 2023 and May 2023 (for a portion of Mr. Nightingale’s grants), our Compensation Committee approved the grant of PSUs for Messrs. Kisling, Nightingale, and Shirk. The target value of PSUs reflected 30% of the total long-term incentive target value for Messrs. Kisling and Shirk, and 50% of the total long-term incentive target value for Mr. Nightingale, taking into consideration competitive market data for companies in our peer group and the competitive market for talent. The target value established by the Compensation Committee was approved based on the average of the closing prices of our common stock during the calendar month prior to the month in which the grant date occurred (and for Mr. Nightingale’s additional grant, the calendar month prior to the month in which the original intended grant date occurred). This target value differs from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table. The table above reflects the target number of shares eligible to be earned by each of Messrs. Nightingale, Kisling, and Shirk, with the maximum payout being equal to 150% of target. The Compensation Committee approved the 2023 Objectives, with achievement between threshold, target and maximum payout to be determined linearly. The number of PSUs certified as earned by the Compensation Committee is referred to as the “Actual Award.” The Actual Award vested as to 33% of the PSUs subject thereto on February 22, 2024, and will vest as to 8.375% of the PSUs subject thereto in equal quarterly installments thereafter (occurring in May, August, November, and February), with each quarterly vesting date occurring on the same day of the month as the Certification Date (or, if there is no corresponding day of the month, the last day of the month), in each case, subject to the individual’s continuous service through each applicable vesting date. In February 2024, our Compensation Committee determined that based on our actual achievement of the 2023 Objectives, the Company achieved $506M (between threshold and target) of its revenue target and -7.2% (between target and maximum) of its non-GAAP operating loss as a percentage of revenue target. After applying a 66.7% weighting to the revenue payout factor of 79.0%, and a 33.3% weighting to the non-GAAP operating loss as a percentage of revenue payout factor of 135.0%, Messrs. Kisling’s and Nightingale’s 2023 Actual Award is 97.7% of the PSUs at Target.

  50. Performance-Based Restricted Stock Unit Grants

    | Executive | PSUs at Target | PSU Value | PSUs Actually Earned | | Todd Nightingale | 291,828(1) | $4,489,044 | 285,113 | | Ron Kisling | 70,038 | $1,159,829 | 68,426 | | Brett Shirk(2) | 46,692 | $773,220 | — |

  51. Performance-Based Restricted Stock Unit Grants

    | (1) This figure reflects two separate grants made in March 2023 and May 2023. |

  52. Performance-Based Restricted Stock Unit Grants

    | (2) Mr. Shirk was ineligible to receive any portion of his PSUs because of his resignation. |

  53. Chief Technology Officer Long-Term Incentive Equity

    Chief Technology Officer Long-Term Incentive Equity In November 2023, our Compensation Committee approved the grant of RSUs and options for Mr. Bergman. The $4.64 million target grant value of the RSUs reflect 50% of Mr. Bergman’s 2023 target long-term incentive value. The time-based vesting RSUs granted to Mr. Bergman have a vesting schedule such that 1/16th of the RSUs vested on February 15, 2024 and the remainder vest in 15 equal quarterly installments thereafter for a total of a 48 month vesting period. The $4.64 million target grant value of the options reflect 50% of Mr. Bergman’s 2023 target long-term incentive value. The options have an exercise price of $16.41, the closing price of our stock on the grant date, and have a vesting schedule such that 1/16th of the options vested on November 15, 2023 and the remainder will vest in 15 equal quarterly installments thereafter for a total of a 48 month vesting period. These target values differ from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table. In sizing each of the awards, the Compensation Committee considered several factors including competitive market data from the peer group for similar roles, Mr. Bergman’s individual performance and expected contributions in creating shareholder value, and the timelapse since Mr. Bergman’s last equity grant in February 2021. The target dollar value of the annual equity grants to Mr. Bergman was converted into a number of RSUs and options based on the average of the closing prices of our common stock during the 30 calendar days prior to the approval of his grants, and for the options only, a 2:1 adjustment factor. The target award size reflects roughly two years of annual awards and is intended to recognize that Mr. Bergman had not received an equity grant since February 2021. The Compensation Committee expects to make annual awards to Mr. Bergman going forward. The Compensation Committee also provided a different structure for Mr. Bergman’s long-term incentive to create a longer-term orientation, given his role as a founder, and to create a direct and immediate connection to the stockholder experience, in that the value of the options is tied to the Company’s share price.

  54. Executive Severance and Change in Control Plan

    Executive Severance and Change in Control Plan We maintain the Executive Severance and Change in Control Plan (the “Executive Plan”), which provides for the provision of severance benefits to certain executive officers (including our Named Executive Officers, other than Mr. Bergman) and other key employees in the event that such employees become subject to certain involuntary terminations, as described under “Employment Arrangements” below. The Executive Plan benefits were approved by the Compensation Committee after considering competitive market data. The Compensation Committee determined that these benefits were both competitively reasonable and necessary to recruit and retain executives and other key employees. Enhanced severance benefits are provided for a qualifying termination that occurs in connection with a change-in-control because the severance benefits are also intended to eliminate, or at least reduce, the reluctance of executive officers and other key employees to diligently consider and pursue potential change-in-control transactions that may be in the best interests of our stockholders. Mr. Nightingale and Mr. Bergman are entitled to enhanced severance payments and benefits beyond those provided in the Executive Plan, as described under “Employment Arrangements–Todd Nightingale” and “Employment Arrangements–Artur Bergman”, below. Mr. Shirk resigned from his position as Chief Revenue Officer effective December 1, 2023. While he participated in the Executive Plan, he did not receive any severance payments or benefits in connection with his resignation.

  55. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021, compensation awarded to or paid to, or earned by, our Named Executive Officers.

  56. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Todd Nightingale | 2023 | 600,000 | — | 8,978,088 | — | 586,200 | 1,180 | 10,165,468 | | CEO and Director | 2022 | 200,000 | 1,000,000 | 20,514,116 | — | 141,587 | 2,053 | 21,857,756 | | Artur Bergman(5) | 2023 | 500,000(6) | — | 5,269,622 | 6,619,695 | — | 26 | 12,389,342 | | Chief Technology Officer and Director | 2022 | 466,954 | — | 165,000 | — | — | 12,676 | 644,630 | | | 2021 | 532,559 | — | 4,808,965 | — | — | 80 | 5,341,604 | | Ronald Kisling | 2023 | 600,000 | — | 4,016,131 | — | — | 1,180 | 4,617,311 | | Chief Financial Officer | 2022 | 600,000 | — | 6,708,641 | — | — | 1,173 | 7,309,813 | | | 2021 | 261,364 | — | 10,194,160 | — | — | 1,660 | 10,457,184 | | Brett Shirk(7) | 2023 | 414,205 | — | 2,577,415 | — | 603,662 | 1,173 | 3,596,454 | | Former Chief Revenue Officer | 2022 | 450,000 | — | 4,847,229 | — | 890,965 | 1,173 | 6,189,367 | | | 2021 | 385,417 | — | 10,460,200 | — | 239,056 | 2,460 | 11,087,133 |

  57. 2023 Summary Compensation Table

    | (1) Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, in accordance with SEC rules, these amounts reflect the aggregate grant date fair value of RSUs and PSUs computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC Topic 718”). Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K, filed with the SEC on February 22, 2024 (our “Annual Report”). The value of the PSU awards granted in 2023 on the grant date, assuming the highest level of performance would have been achieved, is $6,733,552 for Mr. Nightingale, $1,739,744 for Mr. Kisling, and $1,159,829 for Mr. Shirk, which is based on maximum vesting of the 2023 PSU awards multiplied by the closing price of our common stock on the grant date. |

  58. 2023 Summary Compensation Table

    | (2) Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, in accordance with SEC rules, these amounts reflect the aggregate grant date fair value of stock option awards granted during 2023, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report. Our Named Executive Officers will only realize compensation to the extent the trading price of our Class A common stock is greater than the exercise price of such stock options at the time of exercise. |

  59. 2023 Summary Compensation Table

    | (3) Amounts reported in this column represent commissions for Mr. Shirk and cash incentive payments based on actual achievement for Mr. Nightingale pursuant to the 2023 Bonus Program. See “Compensation Discussion and Analysis—Principal Elements of Compensation—Commission Plan” and “Compensation Discussion and Analysis—Principal Elements of Compensation—Cash Annual Incentive.” |

  60. 2023 Summary Compensation Table

    | (4) For 2023, amounts reported in this column include (i) $180, $26, $180, and $173 in life insurance premiums paid by us on behalf of each of Messrs. Nightingale, Bergman, Kisling, and Shirk, respectively, and (ii) 401(k) plan contributions on behalf of Messrs. Nightingale, Kisling, and Shirk. |

  61. 2023 Summary Compensation Table

    | (5) Mr. Bergman resigned from his role as Executive Chairperson of the Board of Directors effective April 12, 2023, but continues to serve as a member of our Board of Directors. On April 4, 2024, Mr. Bergman ceased serving as our Chief Architect and was appointed as our Chief Technology Officer. |

  62. 2023 Summary Compensation Table

    | (6) Amount reported reflects Mr. Bergman’s annual base salary and does not reflect the aggregate grant date fair value of RSU awards granted to him pursuant to his election to receive restricted stock units in lieu of salary. The grant date fair value of the RSUs awarded to Mr. Bergman in lieu of salary in excess of the cash value of base salary earned (minus the applicable minimum wage) is $144,368, and is reported in the Stock Awards column. |

  63. 2023 Summary Compensation Table

    | (7) On November 27, 2023, Mr. Shirk notified the Company of his decision to resign as Chief Revenue Officer effective December 1, 2023, and the amount in the Salary column reflects his salary earned for the partial year of service. The amount in the Stock Awards column includes the value of Mr. Shirk’s 2023 PSUs at the target number as further described in footnote 2 to this table. Mr. Shirk was ineligible to receive any portion of his 2023 PSUs because of his resignation. |

  64. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table shows each non-equity incentive plan award and each equity award granted to our Named Executive Officers during or in respect of fiscal year 2023.

  65. 2023 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#/$) | Target (#/$) | Maximum (#/$) | | | | | | Todd Nightingale | 03/29/2023 | 300,000 | 600,000 | 900,000 | — | — | — | — | — | — | — | | | 03/29/2023 | — | — | — | 109,435 | 218,871(3) | 328,306 | — | — | — | 3,624,504 | | | 03/29/2023 | — | — | — | — | — | — | 218,871(4) | — | — | 3,624,504 | | | 05/04/2023 | — | — | — | 36,478 | 72,957(3) | 109,435 | — | — | — | 864,540 | | | 05/04/2023 | — | — | — | — | — | — | 72,957(5) | — | — | 864,540 | | Artur Bergman | 02/13/2023 | — | — | — | — | — | — | 48,286(6) | — | — | 608,404 | | | 11/02/2023 | — | — | — | $82,500 | $165,000(7) | $247,500 | — | — | — | 165,000 | | | 11/02/2023 | — | — | — | — | — | — | 301,169(8) | — | — | 4,960,253 | | | 11/02/2023 | — | — | — | — | — | — | — | 602,338(9) | 16.47 | 6,619,695 | | Ronald Kisling | 03/29/2023 | — | — | — | $75,000 | $150,000(7) | $225,000 | — | — | — | 150,000 | | | 03/29/2023 | — | — | — | 35,019 | 70,038(3) | 105,057 | — | — | — | 1,159,829 | | | 03/29/2023 | — | — | — | — | — | — | 163,424(4) | — | — | 2,706,301 | | Brett Shirk | N/A | — | 450,000 | — | — | — | — | — | — | — | — | | | 03/29/2023 | — | — | — | 23,346 | 46,692(3) | 70,038 | — | — | — | 773,220 | | | 03/29/2023 | — | — | — | — | — | — | 108,949(4) | — | — | 1,804,195 |

  66. 2023 Grants of Plan-Based Awards Table

    | (1) Amounts shown in this column represent the threshold, target, and maximum amount of possible cash incentive opportunities provided to Mr. Nightingale pursuant to our Bonus Plan. Based on achievement of 97.7% of the 2023 Objectives, Mr. Nightingale earned 65.1% of this Maximum possible bonus. This column also includes cash commission awards provided for Mr. Shirk pursuant to our Commission Plan. The Commission Plan does not provide for a threshold or maximum amount to Mr. Shirk. See “2023 Summary Compensation Table” above for amounts achieved under the Bonus Plan and Commission Plan. |

  67. 2023 Grants of Plan-Based Awards Table

    | (2) Our 2023 Bonus Program provided for payment of bonuses based on our achievement of the 2023 Objectives with amounts earned by the Named Executive Officers to be paid in the form of fully vested RSUs. For Messrs. Bergman and Kisling, the amounts shown in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of this table include the applicable dollar values of the bonus award, which was converted to a number of fully vested RSUs that were issued with respect to the bonuses earned under our 2023 Bonus Program (as determined by dividing the applicable dollar value of the bonus earned by the closing price of our common stock on February 23, 2024, of $14.21, rounded down to the nearest whole RSU. Additional information on the payment of the 2023 Bonus Program bonuses is set out in footnote 2 to the Summary Compensation Table and footnote 5 to this table. |

  68. 2023 Grants of Plan-Based Awards Table

    | (3) These awards were granted by our Compensation Committee in March 2023 and May 2023 and may be earned from 0% to 150% based on the achievement of certain pre-established performance goals during fiscal year 2023. Once earned, this award would be subject to time-based vesting, with 33% of the earned shares vesting on February 22, 2024, and 8.375% quarterly thereafter on May 22, August 22, November 22 and February 22, subject to the grantee continuing to provide services to us through each vesting date. 97.7% of the pre-established performance goals were met, and the grantees were eligible to receive 97.7% of the target number of shares. |

  69. 2023 Grants of Plan-Based Awards Table

    | (4) Consists of time-based vesting RSUs, which vested as to 1/16th of the shares on May 15, 2023, and are eligible to vest through the third anniversary of the vesting commencement date, subject to the grantee continuing to provide services to us through each vesting date. |

  70. 2023 Grants of Plan-Based Awards Table

    | (5) Consists of time-based vesting RSUs, eligible to vest in substantially equal quarterly installments beginning on May 15, 2026 and 1/4th quarterly thereafter, subject to Mr. Nightingale’s continuous service through each such date. |

  71. 2023 Grants of Plan-Based Awards Table

    | (6) RSUs granted as part of base salary reduction. |

  72. 2023 Grants of Plan-Based Awards Table

    | (7) Amounts in this row reflect the threshold, target and maximum bonus dollar amounts payable in the form of fully vested RSUs granted under the 2023 Bonus Program, as further explained in footnote 2 to this table and in footnote 2 to the Summary Compensation Table. |

  73. 2023 Grants of Plan-Based Awards Table

    | (8) Consists of time-based vesting RSUs, which vested as to 1/16th of the shares on February 15, 2024, and vest as to the remainder of the shares in 15 equal quarterly installments thereafter, subject to Mr. Bergman’s continuous service through each such date. |

  74. 2023 Grants of Plan-Based Awards Table

    | (9) Consists of nonstatutory stock options to purchase shares of our Class A common stock, which vested as to 1/16th of the shares subject to the option on November 15, 2023, and vest as to the remainder of the shares in 15 equal quarterly installments thereafter, subject to continuous service through each such date. |

  75. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    2023 Outstanding Equity Awards as of Fiscal Year-End Table The following table shows, certain information regarding outstanding equity awards held at December 31, 2023, by our Named Executive Officers:

  76. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | | Option Awards(1) | | | | | | Stock Awards(1) | | | | | | | | | | | | Restricted Stock Units | | Performance-Based Restricted Stock Units | | | | Vesting Commencement Date | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Todd Nightingale | 9/1/2022 | 9/6/2022 | — | — | — | — | — | — | 978,261(4) | 17,413,046 | | | 9/1/2022 | 9/6/2022 | | | | | 684,783(5) | 12,189,137 | — | — | | | — | 3/29/2023 | — | — | — | — | | | 328,306(6) | 5,843,847 | | | 2/15/2023 | 3/29/2023 | — | — | — | — | 164,154(7) | 2,921,941 | — | — | | | — | 5/4/2023 | — | — | — | — | | | 109,435(6) | 1,947,943 | | | 2/15/2026 | 5/4/2023 | | | | | 72,957(8) | 1,298,635 | | | | Artur Bergman | 2/18/2020 | 2/18/2020 | — | — | — | — | 6,815(9) | 121,307 | — | — | | | 2/15/2021 | 2/14/2021 | — | — | — | — | 9,817(10) | 174,742 | — | — | | | 11/2/2023 | 11/2/2023 | — | — | — | — | 301,169(11) | 5,360,808 | — | — | | | 11/2/2023 | 11/2/2023 | 37,646(12) | 564,692 | 16.47 | 11/1/2033 | — | — | — | — | | Ronald Kisling | 7/15/2021 | 9/15/2021 | — | — | — | — | 102,361(9) | 1,822,026 | — | — | | | — | 2/11/2022 | — | — | — | — | — | — | 11,695(13) | 208,171 | | | 2/15/2022 | 2/11/2022 | — | — | — | — | 51,930(9) | 924,354 | — | — | | | 5/15/2022 | 5/16/2022 | — | — | — | — | 28,750(14) | 511,750 | — | — | | | 9/1/2022 | 9/20/2022 | — | — | — | — | — | — | 172,500(4) | 3,070,500 | | | — | 3/29/2023 | — | — | — | — | — | — | 105,057(6) | 1,870,015 | | | 2/15/2023 | 3/29/2023 | — | — | — | — | 122,568(7) | 2,181,710 | — | — |

  77. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (1) The unvested shares subject to these awards may be subject to accelerated vesting upon a qualifying termination of employment, see “Employment Arrangements.” All option awards and stock awards were granted under our 2019 Plan. |

  78. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (2) Represent RSUs granted under our 2019 Plan. |

  79. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (3) The market values of the restricted stock unit awards that have not vested are calculated by multiplying the number of shares underlying the award by $17.80, the closing price of our common stock on December 29, 2023 (the last trading day of our fiscal year). |

  80. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (4) These PSUs are divided into four pre-established performance-based vesting tranches that may be earned over a period of approximately five years, subject to continuous service through the applicable earliest vest date and achievement of the applicable stock price hurdles as set forth in the table below. |

  81. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | Tranche | Stock Price Hurdle* | Earliest Vest Date** | Percentage of Performance-Based Award | | 1*** | $17.25 | November 15, 2023 | 25% | | 2 | $23.00 | November 15, 2024 | 25% | | 3 | $34.50 | November 15, 2025 | 25% | | 4 | $46.00 | November 15, 2026 | 25% |

  82. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | * For purposes of this PSU Award, a Stock Price Hurdle will be achieved when the average closing price of the Company’s common stock during a period of 60 consecutive trading days equals or exceeds the applicable Stock Price Hurdle. |

  83. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | ** A “quarterly vesting date” means each of November 15th, February 15th, May 15th, and August 15th. |

  84. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | *** Tranche 1 of this PSU award achieved its stock price hurdle of $17.25 on August 17, 2023, and therefore, 1/4th of the total shares subject to this PSU award (or 100% of Tranche 1) vested on November 15, 2023. |

  85. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (5) 1/10th of the total 1,304,347 shares subject to this RSU award vested on November 15, 2022, and 1/10th vested on each of February 15, 2023, May 15, 2023, and August 15, 2023, 7.5% vested on each of November 15, 2023, February 15, 2024, and May 15, 2024, 7.5% will vest on August 15, 2024, 5% will vest on each of November 15, 2024, February 15, 2025, May 15, 2025, and August 15, 2025 and 2.5% will vest on each of November 15, 2025, February 15, 2026, May 15, 2026, and August 15, 2026. |

  86. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (6) 1/3rd of the total shares subject to this PSU award vested subject to the achievement of pre-established performance goals during fiscal year 2023 on February 22, 2024 and 8.375% vest quarterly thereafter, subject to continuous service through each such date. |

  87. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (7) The RSUs that remain subject to this award vest in substantially equal quarterly installments through the third anniversary of the vesting commencement date, subject to continuous service through each such date. |

  88. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (8) 1/4th of the total shares subject to this RSU award will vest on each of May 15, 2026, and 1/4th quarterly thereafter, subject to continuous service through each such date. |

  89. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (9) The RSUs that remain subject to this award vest in substantially equal quarterly installments through the fourth anniversary of the vesting commencement date, subject to continuous service through each such date. |

  90. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (10) 1/8th of the total 31,413 shares subject to this RSU award vested on August 15, 2021 and 1/14th vest quarterly thereafter, subject to continuous service through each such date. |

  91. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (11) 1/16th of the total shares subject to this RSU award vested on February 15, 2024 and 1/16th vest quarterly thereafter, subject to continuous service through each such date. |

  92. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (12) 1/16th of the shares subject to this option award vested on November 15, 2023 and 1/16th vest quarterly thereafter, subject to continuous service through each such date. |

  93. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (13) The RSUs that remain subject to this award vest in substantially equal quarterly installments through February 28, 2025, subject to continuous service through each such date. |

  94. 2023 Outstanding Equity Awards as of Fiscal Year-End Table

    | (14) The RSUs that remain subject to this award vest in substantially equal quarterly installments through the second anniversary of the vesting commencement date, subject to continuous service through each such date. |

  95. 2023 Options Exercised and Stock Vested Table

    2023 Options Exercised and Stock Vested Table The following table provides information on stock option exercises and shares acquired on the vesting of stock awards by our Named Executive Officers during fiscal year 2023.

  96. 2023 Options Exercised and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Todd Nightingale | — | — | 869,933 | 14,196,650 | | Artur Bergman | — | — | 148,561 | 2,298,482 | | Ronald Kisling | — | — | 258,227 | 4,126,776 | | Brett Shirk | — | — | 187,432 | 3,116,506 |

  97. Pay vs. Performance

    Pay vs. Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. In accordance with applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation table for each applicable year to determine the “actual” compensation paid to our Principal Executive Officers (“PEOs”) and the average “actual” compensation paid to our other Named Executive Officers (or “NEOs”). For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2023, 2022, 2021, and 2020:

  98. Pay vs. Performance

    | Year | Summary Compensation Table Total for Artur Bergman(1) | Compensation Actually Paid to Artur Bergman(1)(2) | Summary Compensation Table Total for Joshua Bixby(1) | Compensation Actually Paid to Joshua Bixby(1)(2) | Summary Compensation Table Total for PEO (Todd Nightingale)(1) | Compensation Actually Paid to Todd Nightingale(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) | Revenue (millions)(6) | | | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(5) | | | | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | — | — | — | — | $10,165,468 | $36,942,933 | $6,867,702 | $12,229,373 | $88.69 | $210.85 | $(133.1) | $506.0 | | 2022 | — | — | $9,199,127 | $(3,892,017) | $21,857,756 | $20,179,714 | $4,066,505 | $(2,381,573) | $40.81 | $134.82 | $(190.8) | $432.7 | | 2021 | — | — | $10,151,111 | $(12,802,716) | — | — | $7,088,904 | $(1,602,130) | $176.63 | $189.64 | $(222.7) | $354.3 | | 2020 | $6,767,258 | $38,184,386 | $8,049,162 | $52,180,083 | — | — | $3,816,864 | $19,287,475 | $435.33 | $142.21 | $(95.9) | $290.9 |

  99. Pay vs. Performance

    | (1) The dollar amounts reported in columns (b) are the amounts reported for Messrs. Bergman, Bixby and Nightingale, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Mr. Bergman served as our Chief Executive Officer in 2020 through February 18, 2020, after which time he became our Chief Architect and Executive Chairperson. Mr. Bergman resigned from his role as Executive Chairperson effective April 2023. Mr. Bergman became our Chief Technology Officer in April 2024. Mr. Bixby served as our Chief Executive Officer effective February 19, 2020 through August 31, 2022. Mr. Nightingale has served as our CEO since September 1, 2022. The following individuals served as our PEOs for the following years: |

  100. Pay vs. Performance

    2023: Todd Nightingale 2022: Joshua Bixby, Todd Nightingale 2021: Joshua Bixby 2020: Artur Bergman, Joshua Bixby

  101. Pay vs. Performance

    | (2) The dollar amounts reported in columns (c) represent the amount of CAP for Messrs. Bergman, Bixby, and Nightingale, respectively as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEO and Non-PEO NEOs in each respective year. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. |

  102. Pay vs. Performance

    | | 2023 | | 2022 | | | 2021 | | 2020 | | | | | Todd Nightingale | Average Non-PEO NEOs | Todd Nightingale | Joshua Bixby | Average Non-PEO NEOs | Joshua Bixby | Average Non-PEO NEOs | Joshua Bixby | Artur Bergman | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $10,165,468 | $6,867,702 | $21,857,756 | $9,199,127 | $4,066,505 | $10,151,111 | $7,088,904 | $8,049,162 | $6,767,258 | $3,816,864 | | Adjustments for Equity Awards | | | | | | | | | | | | Grant date values in the Summary Compensation Table | -$8,978,088 | -$6,160,954 | -$20,514,116 | -$8,693,058 | -$3,413,192 | -$9,618,134 | -$6,566,179 | -$7,630,888 | -$6,139,403 | -$3,108,033 | | Year-end fair value of unvested awards granted in the current year | $12,012,366 | $8,733,232 | $17,440,430 | $2,475,829 | $1,422,184 | $3,480,020 | $3,051,217 | $17,168,729 | $12,525,014 | $7,009,724 |

  103. Pay vs. Performance

    | | 2023 | | 2022 | | | 2021 | | 2020 | | | | | Todd Nightingale | Average Non-PEO NEOs | Todd Nightingale | Joshua Bixby | Average Non-PEO NEOs | Joshua Bixby | Average Non-PEO NEOs | Joshua Bixby | Artur Bergman | Average Non-PEO NEOs | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $15,809,027 | $1,261,639 | $0 | -$2,985,352 | -$2,504,587 | -$12,631,447 | -$3,455,201 | $22,005,767 | $14,014,350 | $5,408,818 | | Fair values at vest date for awards granted and vested in current year | $897,541 | $832,627 | $1,395,644 | $445,932 | $303,043 | $793,071 | $596,255 | $6,473,673 | $5,520,156 | $3,978,822 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $7,036,619 | $1,270,861 | $0 | -$2,664,091 | -$1,221,449 | -$4,977,337 | -$2,317,126 | $6,113,639 | $5,497,011 | $2,181,281 | | Forfeitures during current year equal to prior year-end fair value | $0 | -$575,734 | $0 | -$1,670,404 | -$1,034,077 | $0 | $0 | $0 | $0 | $0 | | Dividends or dividend equivalents not otherwise included in the total compensation | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Total Adjustments for Equity Awards | $35,755,553 | $11,522,625 | $18,836,074 | -$4,398,086 | -$3,034,886 | -$13,335,693 | -$2,124,855 | $51,761,809 | $37,556,531 | $18,578,644 | | Compensation Actually Paid (as calculated) | $36,942,933 | $12,229,373 | $20,179,714 | -$3,892,017 | -$2,381,573 | -$12,802,716 | -$1,602,130 | $52,180,083 | $38,184,386 | $19,287,475 |

  104. Pay vs. Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding our PEOs) in the “Total” column of the Summary Compensation Table Total in each applicable year. The following individuals were our Non-PEO NEOs in the respective years: |

  105. Pay vs. Performance

    2023: Artur Bergman, Ronald Kisling, and Brett Shirk 2022: Artur Bergman, Ronald Kisling, Paul Luongo, and Brett Shirk 2021: Artur Bergman, Adriel Lares, Ron Kisling, Paul Luongo, and Brett Shirk 2020: Adriel Lares, Paul Luongo, and Wolfgang Maasberg

  106. Pay vs. Performance

    | (4) The dollar amounts reported in column (e) represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to average total reported compensation for the Non-PEO NEOs as a group for each year to determine the CAP, using the methodology described above in Note 2. |

  107. Pay vs. Performance

    | (5) The peer group is the following published industry index: S&P 500 Information Technology Index. |

  108. Pay vs. Performance

    | (6) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. |

  109. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the CAP and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the S&P 500 Information Technology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. CAP and Cumulative TSR / Cumulative TSR of the Peer Group CAP and Net Income CAP and Revenue

  110. CEO Pay Ratio

    CEO Pay Ratio The following table presents the median of the annual total compensation of all our employees (other than Mr. Nightingale, our CEO), the annual total compensation of Mr. Nightingale, our CEO, and the ratio between the annual total compensation for all our employees to Mr. Nightingale. These ratios are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.

  111. CEO Pay Ratio

    | 2023 CEO annual total compensation (Todd Nightingale) | $10,165,468 | | 2023 median employee annual total compensation | $245,071 | | Ratio of CEO to median employee annual total compensation (Todd Nightingale) | 41.5:1 |

  112. CEO Pay Ratio

    In identifying our median employee, we chose December 31, 2023, which is the last day of our most recently completed fiscal year, as the determination date. To identify our median employee, we used a consistently applied compensation measure consisting of annual base salary pay rate, target commissions, and grant date fair value of equity awards granted, including the grant date fair value of the fully vested RSUs granted under the 2023 Bonus Program, to or earned by our employees, excluding our CEO, for the 12-month period from January 1, 2023 through December 31, 2023. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of our employees. Payments not made in U.S. dollars were converted to U.S. dollars using the applicable currency exchange rate in effect as of December 31, 2023. We did not make any cost-of-living adjustment. We did not include any independent contractors or other non-employee workers in our employee population. Using this approach, we selected the individual at the median of our employee population, who was a full-time employee based in the United States. We then calculated annual total compensation for this employee using the same methodology we use for our Named Executive Officers as set forth in our Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC explained when it adopted these rules, in considering the pay-ratio disclosure, stockholders should keep in mind that the rules were not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather were designed to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures.

  113. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of the Named Executive Officers serving as of the end of the fiscal year ending December 31, 2023. Unless otherwise stated, the payments and benefits set forth below are estimated assuming that the termination of employment or change in control event occurred on the last business day of our fiscal year ending December 31, 2023 using the closing market price per share of our common stock on the last trading day on or preceding that date. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits. Mr. Shirk resigned from his position as Chief Revenue Officer effective December 1, 2023 and did not receive any severance payments or benefits.

  114. Potential Payments on Termination or Change of Control

    | Named Executive Officer | Involuntary Termination of Employment Without Cause ($) | Involuntary Termination of Employment or Voluntary Resignation for Good Reason Within 12 Months Following a Change of Control ($) | | Todd Nightingale | | | | Severance Payment | 1,350,000 | 1,800,000 | | Equity Acceleration(1) | 10,633,186(2) | 21,484,725(3) | | Company-paid premiums | 47,556 | 63,408 | | Total | 12,030,742 | 23,348,132 | | Artur Bergman | | | | Severance Payment | 199,558 | 211,078 | | Equity Acceleration(1) | 1,810,600(2) | 6,441,780(3) | | Company-paid premiums | 48,367 | 48,367 | | Total | 2,058,525 | 6,701,224 | | Ronald Kisling | | | | Severance Payment | 562,500 | 750,000 | | Equity Acceleration(1) | 3,807,829(2) | 6,763,288(3) | | Company-paid premiums | 7,760 | 10,346 | | Total | 4,378,089 | 7,523,634 |

  115. Potential Payments on Termination or Change of Control

    | (1) Represents the market value of the shares underlying the stock options and RSUs as of December 31, 2023, based on the closing price of our Class A common stock, as reported on the NYSE, of $17.80 per share on December 29, 2023, the last trading day in 2023 minus, in the case of stock options, the exercise price of the unvested stock option shares subject to acceleration. |

  116. Potential Payments on Termination or Change of Control

    | (2) Represents 12 months of accelerated vesting of the total number of shares underlying outstanding and unvested time-based equity awards. For equity awards subject to performance conditions, the performance conditions have been deemed satisfied based on actual achievement. |

  117. Potential Payments on Termination or Change of Control

    | (3) Represents 100% accelerated vesting of the total number of shares underlying outstanding and unvested time-based equity awards. For equity awards subject to performance conditions, the performance conditions have been deemed satisfied based on actual achievement. |

  118. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS The following table shows for the fiscal year ended December 31, 2023, certain information with respect to the compensation of our non-employee directors:

  119. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Total | | Aida Álvarez | $45,000 | $199,994 | $244,994 | | Richard Daniels | $40,000 | $199,994 | $239,994 | | David Hornik | $63,352 | $199,994 | $263,346 | | Paula Loop | $43,750 | $199,994 | $243,744 | | Charles Meyers | $42,898 | $199,994 | $242,892 | | Christopher Paisley | $53,750 | $199,994 | $253,744 | | Vanessa Smith | $33,750 | $199,994 | $233,744 |

  120. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (1) Amounts shown in this column reflect the aggregate grant date fair value of RSU awards granted during 2023, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report. The table below lists the aggregate number of shares of our common stock subject to outstanding stock awards held by each of our non-employee directors as of December 31, 2023. |

  121. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (2) The table below lists the aggregate number of shares subject to outstanding stock options and RSU awards held by each of our non-employee directors as of December 31, 2023. |

  122. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Number of Shares Subject to Outstanding Options as of December 31, 2023 | Number of Shares Subject to Outstanding RSUs as of December 31, 2023 | | Aida Álvarez | — | 5,540 | | Richard Daniels | — | 5,540 | | David Hornik | — | 5,540 | | Paula Loop | — | 5,540 | | Charles Meyers | — | 5,540 | | Christopher Paisley | 69,424 | 5,540 | | Vanessa Smith | — | 5,540 |

  123. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have adopted a non-employee director compensation policy, pursuant to which our non-employee directors are eligible to receive compensation for service on our Board of Directors and committees of our Board of Directors. Prior to 2024, each non-employee director received an annual cash retainer of $30,000 for serving on our Board of Directors. The Chairperson of the Board of Directors receives an additional annual cash retainer of $20,000. In 2023, the chairperson and members of the three committees of our Board of Directors were entitled to the following additional annual cash retainers:

  124. Non-Employee Director Compensation Policy

    | Board Committee | Chairperson Fee | Member Fee | | Audit Committee | $20,000 | $10,000 | | Compensation Committee | $15,000 | $7,500 | | Nominating and Corporate Governance Committee | $7,500 | $3,750 |

  125. Non-Employee Director Compensation Policy

    All annual cash compensation amounts are payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, prorated based on the days served in the applicable fiscal quarter. Beginning in 2024, the annual cash retainer for serving on our Board of Directors increased to $40,000, the Nominating and Corporate Governance Committee Chairperson cash retainer increased to $10,000, and Board members no longer receive cash retainers for their service as members of committees.

  126. Equity Awards to Non-Employee Directors and Executive Officers

    Equity Awards to Non-Employee Directors and Executive Officers We have granted equity awards to certain of our non-employee directors and executive officers. For more information regarding the equity awards granted to our non-employee directors and Named Executive Officers, see “Executive Compensation” and “Compensation of Non-Employee Directors.”