DEF 14A of Intapp, Inc., Oct 1, 2024

DEF 14A of Intapp, Inc.

Filed Oct 1, 2024 · FY20240001140361-24-042469

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS OUR BOARD OF DIRECTORS The following sets forth certain information, as of October 1, 2024 for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing directors.

  2. BOARD OF DIRECTORS

    | Name | Age | Position(s) | Classification (Term Expiration) | | Ralph Baxter | 78 | Director and Nominee | Class I (2027)* | | Charles Moran | 69 | Director and Nominee | Class I (2027)* | | George Neble | 68 | Director and Nominee | Class I (2027)* | | Martin Fichtner | 47 | Director | Class III (2026) | | John Hall | 52 | Chairman of the Board and Chief Executive Officer | Class III (2026) | | Beverly Allen | 57 | Director | Class II (2025) | | Nancy Harris | 61 | Director | Class II (2025) | | Marie Wieck | 63 | Director | Class II (2025) |

  3. BOARD OF DIRECTORS

    | * Term expiration assuming reelection. |

  4. BOARD OF DIRECTORS

    Ralph Baxter has served as a director of the Company since July 2021. Mr. Baxter previously served as a director of the Company’s operating subsidiary, Integration Appliance, Inc., from 2016 to 2021. Since 2014, Mr. Baxter has regularly advised law firms, legal technology companies, and corporate law departments on their strategies and execution and emerging models for improved delivery of legal service. From 1990 to 2013, Mr. Baxter served as CEO of Orrick, Herrington & Sutcliffe LLP, a leading global law firm, and launched numerous transformative initiatives during his tenure, including the creation of Orrick’s Global Operations Center in Wheeling, West Virginia, and changes in the firm’s talent and pricing models. Mr. Baxter also served as director for Lex Machina, Inc. and a member of the Legal Advisory Board of LegalZoom.com, Inc. and is a Senior Advisor and member of the Advisory Board of the Stanford Law School Center on the Legal Profession and a member of the Advisory Board of the Harvard Law School Center on the Legal Profession. Mr. Baxter received an A.B. in History from Stanford University and a J.D. from the University of Virginia. We believe Mr. Baxter is qualified to serve on our board of directors due to his deep legal industry expertise and his leadership experience. Charles Moran has served as a director of the Company since 2019. Mr. Moran is the founder of Skillsoft PLC, a leading global provider of cloud-based learning and talent management solutions and was President and Chief Executive Officer from 1998 to 2015. Mr. Moran was a board member of Skillsoft PLC from 1998 to 2016, including service as Chair after his retirement as President and Chief Executive Officer. Prior to founding Skillsoft PLC, Mr. Moran served as president and chief executive officer of NETg, a former subsidiary of National Education Corporation, and a provider of computer-based training for IT professionals. Prior to joining Netg, Mr. Moran served as the chief operating officer and chief financial officer of SoftDesk, which was acquired by Autodesk Inc. Prior to joining Softdesk, Mr. Moran served as president of Sytron Corporation, a data management software subsidiary of Rexon Inc. Mr. Moran currently serves as a board member for Commvault Systems Inc. and Manhattan Associates Inc. and has served as a board member of several private companies. Previously, Mr. Moran served as a board member for Duck Creek Technologies Inc. and Clarivate Analytics PLC. Mr. Moran received a B.S. from Boston College and an M.B.A. from Suffolk University. We believe that Mr. Moran is qualified to serve on our board of directors due to his extensive background in the technology industry and his leadership experience. George Neble has served as a director of the Company since July 2021. Mr. Neble brings more than 40 years of accounting and auditing experience working with both public and private companies. From November 2012 to June 2017, Mr. Neble served as the Northeast Market Leader and Managing Partner of the Boston office of Ernst & Young LLP. From 2002 to 2012, Mr. Neble was a senior assurance partner at Ernst & Young LLP. He has served as a board member of EverQuote, Inc. since May 2018, Wasabi, Inc. and Equipnet, Inc. Previously, Mr. Neble served as a board member for LumiraDx Limited from July 2020 until April 2024. Mr. Neble has also served as a business advisor working with high growth and emerging technology companies since July 2017 along with serving on the boards of various non-profit organizations. From 1978 to 2002, Mr. Neble was an Assurance Partner at Arthur Andersen serving primarily emerging and growth-oriented companies. He is a certified public accountant with extensive experience in accounting, SEC and financial reporting matters. Mr. Neble received a B.S. degree in accounting from Boston College. We believe that Mr. Neble is qualified to serve on our board of directors due to his extensive experience and knowledge of accounting and financial matters as well as audit functions. Martin Fichtner has served as a director of the Company since November 2022. Mr. Fichtner joined Temasek International (USA) LLC (“Temasek International”) in May 2019 where he serves as Head of West Coast (U.S.A.) and Head of Technology & Consumer (North American and EMEA). Before joining Temasek International, Mr. Fichtner was at private equity firm Silver Lake, from 2010 to February 2019, where he was Managing Director of Silver Lake Kraftwerk, a fund focused on technology-enabled growth businesses. Earlier, Mr. Fichtner was at private equity firm Elevation Partners, where he was a Principal and founding member. Prior to becoming a private equity investor, Mr. Fichtner was an investment banker at The Goldman Sachs Group, Inc. Mr. Fichtner currently serves as a board member for E2open Parent Holdings, Inc. Mr. Fichtner received a Bachelor of Science in Industrial Engineering and a Master of Science in Engineering Economic Systems and Operations Research, both from Stanford University. We believe that Mr. Fichtner is qualified to serve on our board of directors due to his extensive finance and technology industry experience. John Hall has served as a director and Chief Executive Officer of the Company since 2007. Prior to joining the Company, Mr. Hall was an early executive at VA Linux Systems and helped lead the company from its startup phase to its initial public offering. We believe that Mr. Hall is qualified to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer. Beverly Allen has served as a director of the Company since February 2022. Ms. Allen has been the Senior Vice President, Chief Legal Officer, Chief Compliance and Privacy Officer, and Corporate Secretary of Inovalon Holdings, Inc., which offers data-driven, cloud-based solutions to healthcare organizations, since December 2016. Prior to Inovalon, Ms. Allen was Chief Integrity Officer at MedStar Washington Hospital Center. Ms. Allen’s previous experience also includes leadership positions with Booz Allen Hamilton, SRA International, the U.S. Department of Homeland Security, and the U.S. Department of Education’s District of Columbia Enforcement Office. Ms. Allen received a B.A. from the University of Virginia, a J.D. from the University of North Carolina School of Law, and a master’s degree from Georgetown University. We believe that Ms. Allen is qualified to serve on our board of directors due to her leadership experience and extensive background in managing legal, compliance, and privacy risks. Nancy Harris has served as a director of the Company since July 2021. Ms. Harris was the Executive Vice President and Managing Director of Sage North America from 2011 until her retirement in January 2022. Ms. Harris has more than 35 years of experience in a variety of leadership capacities in the software industry. Prior to Sage, Ms. Harris served as the Chief Operating Officer of ESO Solutions, a high-growth SaaS company, from 2010 to 2011. Prior to ESO, Ms. Harris served as the Chief Operating Officer of Asure Software from 2001 to 2009. Prior to Asure Software, Ms. Harris served as the Vice President of Marketing at ClearCommerce Corporation and as the Director of Product Marketing at BMC Software, Inc. Ms. Harris received a B.S. in Journalism from Northwestern University and a Masters in Marketing from Northwestern University. We believe that Ms. Harris is qualified to serve on our board of directors due to her leadership experience and extensive background in the software industry.

  5. BOARD OF DIRECTORS

    Marie Wieck has served as a director of the Company since July 2021. Ms. Wieck joined Ethos Capital in 2020 as an Executive Partner. Ms. Wieck also founded Moroquain LLC in 2020 which provides digital transformation and diversity consulting services. Prior to Moroquain, Ms. Wieck retired from IBM after a 36-year career, the last 10 years of which were in senior leadership and General Management roles. Ms. Wieck served on the Board of Mercedes-Benz Group (known as Daimler AG until October 2021) as an independent Shareholder Representative from 2018 to 2021. She also served on the Daimler AG Group’s Legal Affairs Committee. Ms. Wieck has served on the Board of Daimler Truck AG since October 2021 and is also a member of the Presidential Committee, the Nominating Committee and the Mediation Committee. In March 2023, Ms. Wieck became an independent trustee of Oversight Board, which was founded by Meta Platforms, Inc. for content moderation decisions and policy review. Ms. Wieck has served on the Board of Cadena Platforms since January 2024 and serves on the Technical Advisory Committee of Lutron Electronics. Ms. Wieck serves on the Board of Visitors of Columbia University School of Engineering. Ms. Wieck received a B.S. in engineering from The Cooper Union, a M.S. in computer science from Columbia University and an MBA from New York University. We believe that Ms. Wieck is qualified to serve on our board of directors due to her leadership experience and extensive background in the technology industry. COMPOSITION OF OUR BOARD OF DIRECTORS Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of 8 directors. Subject to the terms of the Stockholders Agreement (defined below), our certificate of incorporation and bylaws, the number of directors is fixed by our board of directors. Our board of directors is divided into three classes, with each director serving a three-year term, and one class being elected at each year’s annual meeting of stockholders. Assuming reelection, Ralph Baxter, Charles Moran and George Neble serve as Class I directors with a term expiring in 2027. Beverly Allen, Nancy Harris and Marie Wieck serve as Class II directors with a term expiring in 2025. Martin Fichtner and John Hall serve as Class III directors with a term expiring in 2026. On July 2, 2021, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Anderson Investments Pte. Ltd. (“Anderson”), Great Hill Equity Partners IV, L.P. and Great Hill Investors, LLC (together with Great Hill Equity Partners IV, L.P., “Great Hill”). The Stockholders’ Agreement provides that so long as each of Anderson and Great Hill beneficially owns at least 10.0% of our outstanding common stock, each shall have the right to nominate one director to our board of directors. Pursuant to the Stockholders’ Agreement, we have agreed to use our commercially reasonable efforts to cause the election of the slate of directors recommended by our board of directors, which, subject to the fiduciary duties of our directors, will include the person nominated by Anderson and Great Hill in accordance with the Stockholders’ Agreement. The Stockholders’ Agreement terminates automatically (without any action by any party thereto) as it relates to each of Great Hill and Anderson at such time as it ceases to beneficially own in excess of 10% of the issued and outstanding shares of common stock of the Company as of the time of the record date for the annual stockholders’ meeting. At the current ownership levels, Anderson is entitled to nominate one director for election to our board of directors. Martin Fichtner currently serves on our board of directors and serves as the designee of Anderson. On March 15, 2024, the Stockholders’ Agreement terminated with respect to Great Hill as Great Hill ceased to own more than 10% of the outstanding common stock of the Company and Chris Gaffney resigned effective May 2, 2024 as a director of the Company. Derek Schoettle also resigned from his position on the Board pursuant to an irrevocable resignation letter, dated March 15, 2024 and effective May 2, 2024, in connection with Great Hill ceasing to own more than 10% of the outstanding common stock of the Company.

  6. Nominating and Corporate Governance Committee

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Beverly Allen | $50,000 | $229,347 | — | — | $279,347 | | Ralph Baxter | — | 229,347 | 215,800 | 240,000 | 685,147 | | Martin Fichtner | 42,917 | — | — | — | 42,917 | | Chris Gaffney(1) | 35,646 | 229,347 | — | — | 264,993 | | Nancy Harris | 60,000 | 229,347 | — | — | 289,347 | | Charles Moran | 35,000 | 229,347 | — | — | 264,347 | | George Neble | 55,000 | 229,347 | — | — | 284,347 | | Derek Schoettle(1) | 37,742 | 229,347 | — | — | 267,089 | | Marie Wieck | 50,807 | 229,347 | — | — | 280,154 |

  7. Director Compensation in Fiscal Year 2024

    Director Compensation in Fiscal Year 2024 During fiscal year 2024, our non-employee directors, other than Mr. Baxter, were compensated for services in accordance with our non-employee director compensation policy, as described below. Mr. Baxter received compensation for his services to the Company pursuant to an individual agreement, as described in “Certain Relationships and Related Party Transactions.” In addition to compensation for his services pursuant to an individual agreement, Mr. Baxter also receives an Annual RSU award (as defined below) pursuant to our 2021 Plan in connection with his service on our board of directors. Martin Fichtner did not receive an Annual RSU award (as defined below) pursuant to our 2021 Plan in connection with his service on our board of directors. During fiscal year 2024, Mr. Fichtner earned cash fees which were paid to his employer. Mr. Hall, who serves as the Company’s Chief Executive Officer, does not receive any additional compensation for his services as a director.

  8. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy

  9. 2024 Executive Compensation Program Highlights

    | • | Annual cash bonuses were performance-based, with 50% based on the achievement of pre-determined performance targets tied to the financial performance of the Company established by the Compensation Committee and 50% tied to individual objectives, in each case with achievement determined by the Compensation Committee. |

  10. 2024 Executive Compensation Program Highlights

    | ○ | Mr. Morton entered into an employment agreement with the Company in connection with the commencement of his employment on substantially similar terms as the other NEOs, except for Mr. Hall. Mr. Morton’s employment agreement provides for at-will employment, a base salary, an annual cash bonus plan opportunity and participation in the Company’s long-term incentive plan and employee benefit plans. |

  11. 2024 Executive Compensation Program Highlights

    | ○ | Mr. Robertson entered into a transition and advisory agreement for his continued employment through December 31, 2023, which provided for a base salary and the continued vesting of his existing long-term equity compensation awards. Mr. Robertson also entered into a strategic advisor agreement providing for his engagement as an advisor beginning January 1, 2024, and ending on September 30, 2024. The strategic advisor agreement provides for a monthly advisory retainer and the continued vesting of his long-term equity compensation awards through September 30, 2024. |

  12. Overview of our Executive Compensation Program

    | What We Do | | What We Don’t Do | | | ✔ | Deliver executive compensation in a balanced mix of cash and equity compensation, with an emphasis on performance-based incentive awards | ✘ | No hedging of equity | | ✔ | Target pay based on market norms | ✘ | No excessive severance benefits | | ✔ | Consult with an independent compensation consultant on compensation levels and practices | ✘ | No guaranteed salary increases or non-performance-based bonuses | | ✔ | Offer market-competitive benefits for executives that are consistent with the rest of our employees | ✘ | No enhanced retirement benefits | | ✔ | Maintain a compensation recoupment policy | ✘ | No single-trigger equity acceleration for executives upon a change-in-control |

  13. Compensation Consultant

    Compensation Consultant During fiscal year 2024, the Committee was advised by Alpine Rewards, LLC (“Alpine”) as its external compensation consultant on executive and employee compensation matters, including the Company’s overall compensation program design, executive and employee compensation provided and the collection of market data, including peer group data, to inform our compensation programs for our executives and employees. The Committee has reviewed various reports and materials produced by Alpine. The Committee assessed Alpine’s independence in connection with Alpine’s retention as its external compensation consultant and concluded that the engagement of Alpine did not raise any conflict of interest. In assessing Alpine’s independence, the Committee considered, among other things, the other services provided by Alpine, fees paid by the Company as a percentage of Alpine’s total revenue and Alpine’s policies and procedures regarding conflicts of interest. Each year, Alpine prepares an independence letter for the Committee that includes an assessment of the independence factors.

  14. Use of Competitive Market Data and Peer Groups

    Use of Competitive Market Data and Peer Groups Alpine conducts a market analysis for the Company based on a group of our peer companies each year. This analysis includes peer group data regarding our executive officers’ base salary, annual cash bonus and equity awards. This market analysis informs the Committee’s approval or recommendation of executive officer compensation and our executive compensation program. The companies in the peer group for fiscal year 2024 are: Alkami Technology, Alteryx, AppFolio, Asana, AvePoint, Blackbaud, BlackLine, Clearwater Analytics, Duck Creek Technologies, Guidewire Software, Jamf, Manhattan Associates, Model N, Momentive Global, nCino, Procore Technologies, Progress Software, Q2, Sumo Logic, Workiva and Yext. In selecting companies for our peer group, the Committee considered the following criteria: operates in the SaaS industry; and is comparable to the Company with respect to revenue (range of generally between $200 million to $850 million) and market capitalization (range of generally between $500 million to $5 billion).

  15. Annual Cash Bonus

    Annual Cash Bonus We provide our NEOs with short-term incentive compensation through an annual cash bonus program. The annual cash bonus program is intended to hold the NEOs accountable to business and individual objectives, reward the NEOs based on actual business results and help sustain a pay for performance culture. Amounts are earned under the annual cash bonus program subject to the achievement of the Company’s financial performance and individual objectives. Under the annual cash bonus program for the 2024 fiscal year (the “2024 Bonus”), each NEO has a target annual bonus equal to a percentage of base salary. The 2024 Bonus target opportunity for Messrs. Hall and Harrison was 100% of their base salary, for Mr. Morton was 80% of his base salary and for Messrs. Jampol and Coleman was 70% of their base salary. Pursuant to Mr. Robertson’s Transition and Advisory Agreement, he was not eligible to receive a 2024 Bonus. 2024 Performance Targets For fiscal year 2024, 50% of the annual target bonus was subject to the Company’s achievement of certain net new annual contract value (“ACV”) targets at a minimum of 75% and a maximum of 135%, with payouts determined using a pre-determined sliding payout schedule from the minimum target to the maximum target. By tying a portion of the 2024 Bonuses to the Company’s financial performance, we sought to align the NEOs’ short-term incentive compensation to the Company’s financial performance during fiscal year 2024. The remaining 50% of the annual target bonus for each NEO was subject to the achievement of individual objectives, determined by the Committee in its sole discretion. Individual objectives were designed to incentivize our NEOs to achieve strong business performance and progress against key corporate initiatives with respect to the Company and their function, as well as align with the Company’s strategy. These objectives focused on achieving strong financial performance during fiscal year 2024; developing and expanding our SaaS solutions, including new vertical SaaS AI capabilities; and managing the Company’s growth and development from an emerging growth company to a large accelerated filer. The Compensation Committee determined that the Company’s net new ACV* performance exceeded the minimum target and resulted in a payout of 66% with respect to the portion of the annual cash bonus tied to the achievement of net new ACV targets for each NEO. The Compensation Committee further determined that individualized objectives components were achieved at 100% for each of our NEOs for fiscal year 2024, except for Mr. Morton and Mr. Jampol, whose individualized objectives components were achieved at 140% and 120%, respectively. Mr. Morton’s achievement of individualized objectives components at 140% was due to his significant role in the Company’s financial performance and leadership in the Company’s transition from an emerging growth company to a large accelerated filer. Mr. Jampol’s achievement of individualized objectives components at 120% was due to his leadership in developing and making available to clients new vertical SaaS AI capabilities, including Intapp Assist for DealCloud, Intapp Data, Intapp Walls for Copilot, and the Activator experience. The remaining NEOs’ achievement of individualized objectives components at 100% was the result of each such NEO’s execution of the individualized goals described above. In light of such achievement, the 2024 Bonuses approved by our Committee and earned by our NEOs are set forth in the table below.

  16. Annual Cash Bonus

    | Named Executive Officer | 2024 Actual Cash Incentive Award Earned by ACV Achievement ($) | 2024 Actual Cash Incentive Award Earned from Individual Objectives ($) | 2024 Total Actual Cash Incentive Award Payment ($) | | John Hall | $160,500 | $243,181 | $403,681 | | David Morton | 106,790 | 226,525 | 333,315 | | Thad Jampol | 109,224 | 198,590 | 307,814 | | Don Coleman | 103,950 | 157,500 | 261,450 | | David Benjamin Harrison | 152,923 | 231,701 | 384,624 | | Stephen Robertson(1) | — | — | — |

  17. Annual Cash Bonus

    | (1) Pursuant to Mr. Robertson’s Transition and Advisory Agreement, he was not eligible to receive a 2024 Bonus. |

  18. Annual Cash Bonus

    | * Net new ACV for fiscal year 2024 incentive purposes represents ACV contract bookings during fiscal year 2024 less churn (i.e., reductions of ACV during fiscal year 2024). We do not disclose net new ACV targets or metrics due to their confidentiality. We believe that net new ACV is a useful metric for cash incentive awards because it incentivizes growing SaaS revenue and enhancing client retention. The pre-determined target payout level approved by the Compensation Committee was designed to be challenging to achieve. |

  19. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards The Committee believes that in order to appropriately incentivize NEOs to create shareholder value, a substantial portion of our NEOs’ compensation should be in the form of equity-based compensation. Our equity compensation is generally delivered in the form of PSUs, which vest, if at all, over a three-year performance period based on the achievement of pre-determined company financial performance targets recommended by the Compensation Committee and established by the Board to align our executives’ interests with the long-term interests of our stockholders. 2024 Equity Grants During fiscal year 2024, Mr. Morton received a grant of 139,178 RSUs in connection with the commencement of his employment by the Company. The RSUs vest as to 25% of the RSUs on November 20, 2024, and with respect to 75% of the RSUs, in 12 equal quarterly installments thereafter, in each case subject to Mr. Morton’s continued employment through the applicable vesting date. During fiscal year 2024, each of our NEOs, except for Mr. Morton, received an award of PSUs in connection with the Company’s annual grant of equity awards, issued pursuant to our 2021 Plan, and Mr. Morton received an award of PSUs in connection with the commencement of his employment by the Company. The PSUs vest, if at all, based on the achievement of ARR* targets through December 31, 2026, and profitability targets through June 30, 2026. The profitability targets for the fiscal year 2024 equity grants are based on our calculation of “SaaS Rule of 40” – year over year trailing 12-month SaaS revenue growth rate (%) plus trailing 12-month non-GAAP operating margin**. ARR and “SaaS Rule of 40” achievement is measured on a quarterly basis and PSUs vest, if at all, based on the achievement of previously unachieved ARR and/or “SaaS Rule of 40” targets as of the last measurement date. Effective July 1, 2024, the Committee recommended and the Board approved certain changes to the PSUs granted to our NEOs in fiscal year 2024. Due to the impact of changed economic conditions on the Company’s target industries and the Committee’s expectations regarding ARR growth, the Committee recommended and the Board determined that, with respect to the PSUs granted in fiscal year 2024, that ARR targets will remain eligible to be achieved through December 31, 2026, rather than June 30, 2026. Further, the Committee recommended and the Board determined that the profitability targets will be measured at “SaaS Rule of 40” levels (rather than our previous “Rule of 40” definition) to reflect the Company’s strategy to deliver our capabilities through cloud-based solutions. The Committee believed these changes were appropriate to motivate and retain the NEOs and promote the creation of long-term shareholder value. During fiscal year 2024, Mr. Hall received 162,500 PSUs, Mr. Morton received 139,178 PSUs, Mr. Jampol received 61,000 PSUs, Mr. Coleman received 60,000 PSUs and Mr. Harrison received 56,000 PSUs. The PSUs are subject to accelerated vesting upon certain terminations of employment, as described in “Change in Control and Severance Benefits” below. The 2024 Equity Grants granted to our NEOs are set forth in the table below.

  20. Long-Term Equity Incentive Awards

    | Named Executive Officer | FY24 PSUs based on ARR Targets (#) | FY24 PSUs based on Profitability Targets (#) | FY24 Total PSUs Granted (#) | | John Hall | 121,875 | 40,625 | 162,500 | | David Morton | 104,384 | 34,794 | 139,178 | | Thad Jampol | 45,750 | 15,250 | 61,000 | | Don Coleman | 45,000 | 15,000 | 60,000 | | David Benjamin Harrison | 42,000 | 14,000 | 56,000 | | Stephen Robertson(1) | 37,500 | 12,500 | 50,000 |

  21. Long-Term Equity Incentive Awards

    | (1) Mr. Robertson received his fiscal year 2024 equity grant prior to entering into the Transition and Advisory Agreement. |

  22. Long-Term Equity Incentive Awards

    | * See Exhibit A “Reconciliation of GAAP and Non-GAAP Financial Measures – Key Business Metrics” for a definition of this metric. |

  23. Long-Term Equity Incentive Awards

    | ** Represents a non-GAAP financial measure. See Exhibit A “Reconciliation of GAAP and Non-GAAP Financial Measures” for a reconciliation of GAAP and non-GAAP financial measures and additional information regarding non-GAAP financial measures. |

  24. Long-Term Equity Incentive Awards

    2024 Equity Award Achievement During fiscal year 2024, certain of our PSUs tied to the achievement of ARR targets and profitability targets based on our calculation of “Rule of 40” – trailing 12-month revenue growth rate (%) plus trailing 12-month non-GAAP operating margin* were earned by our NEOs and vested. For additional information regarding stock awards that vested during fiscal year 2024, see “Executive Compensation Tables – Option Exercised and Stock Vested”.

  25. Long-Term Equity Incentive Awards

    | * Represents a non-GAAP financial measure. See Exhibit A “Reconciliation of GAAP and Non-GAAP Financial Measures” for a reconciliation of GAAP and non-GAAP financial measures and additional information regarding non-GAAP financial measures. |

  26. Change in Control and Severance Benefits

    Change in Control and Severance Benefits Each of our NEOs, except for Mr. Morton, entered into an employment agreement in connection with our initial public offering and Mr. Morton entered into an employment agreement in connection with the commencement of his employment by the Company (each, an “Employment Agreement” and together, the “Employment Agreements”). The Employment Agreements for Messrs. Hall and Jampol became effective as of June 18, 2021, the Employment Agreements for Messrs. Coleman and Harrison became effective as of June 29, 2021, and the Employment Agreement for Mr. Morton became effective as of August 7, 2023. Mr. Robertson entered into a strategic advisor agreement (the “Strategic Advisory Agreement”) effective January 1, 2024, which superseded the transition and advisory agreement effective August 7, 2023, and the Employment Agreement effective June 18, 2021. The Strategic Advisory Agreement expired September 30, 2024. The Employment Agreements supersede all prior employment agreements with the NEOs, however their original confidentiality and invention assignment agreements remain in effect. The Employment Agreements provide for at-will employment and the provision of an annual base salary (salary paid during fiscal year 2024 was $486,363 for Mr. Hall, $450,000 (on an annualized basis) for Mr. Morton, $472,833 for Mr. Jampol, $450,001 for Mr. Coleman and $463,403 for Mr. Harrison), an annual cash bonus plan opportunity (during fiscal year 2024, 100% of annual base salary for Mr. Hall, 80% of annual base salary for Mr. Morton, 70% of annual base salary for Mr. Jampol, 70% of annual base salary for Mr. Coleman and 100% of annual base salary for Mr. Harrison), a long-term incentive award and employee benefit plan participation and the reimbursement of business expenses. In the event that an NEO’s employment is terminated by the Company without Cause or an NEO resigns for Good Reason (each, as defined in the applicable Employment Agreement) not in connection with a change in control, such NEO will be entitled to severance as follows: (1) continued payment of annual base salary for 18 months in the case of Mr. Hall and 12 months in the case of Messrs. Morton, Jampol, Coleman and Harrison; (2) reimbursement of COBRA premiums for up to 12 months; (3) with respect to equity-based compensation awards granted prior to the effective date of the Employment Agreement (“Pre-IPO Awards”), accelerated vesting of (A) the time-based vesting Pre-IPO Awards that are scheduled to vest in the 12 months following termination (or such longer period as provided under the applicable Pre-IPO Award), and (B) 25% of all performance-based vesting Pre-IPO Awards; and (4) with respect to equity-based compensation awards granted as of or after the effective date of the Employment Agreement (“Post-IPO Awards”), accelerated vesting of (A) the next four unvested milestones scheduled to vest for the PSUs granted in connection with our initial public offering, (B) the time-based vesting Post-IPO Awards that are scheduled to vest in the 12 months following termination, and (C) 25% of the number of unvested milestones for performance-based vesting Post-IPO Awards, other than the PSUs granted in connection with our initial public offering. In the event that an NEO’s employment is terminated by the Company without Cause or an NEO resigns for Good Reason during the period three months prior to or 12 months following a change in control, such NEO will be entitled to severance as follows: (1) continued payment of 1.5 times the annual base salary for Mr. Hall and one times the annual base salary for each of Messrs. Morton, Jampol, Coleman and Harrison; (2) payment of the target annual bonus for the year of termination; (3) reimbursement of COBRA premiums for up to 12 months; (4) accelerated vesting for Pre-IPO Awards as provided above; and (5) accelerated vesting of all Post-IPO Awards (including the PSUs granted in connection with our initial public offering) in full. The Strategic Advisory Agreement provides that Mr. Robertson be paid a monthly advisory retainer of $37,708.33 per month and that all equity-based compensation awards outstanding and unvested as of December 31, 2023, continue to vest subject to Mr. Robertson’s continued service pursuant to the Strategic Advisory Agreement. In the event that the Company terminates the Strategic Advisory Agreement for any reason other than for Cause (as defined in the Strategic Advisory Agreement) or due to Mr. Robertson’s disability or death, Mr. Robertson will be entitled to (1) continued payment of the monthly advisory retainer through the expiration date of the Strategic Advisory Agreement; and (2) immediate vesting with respect to the number of shares that would have vested had the Strategic Advisory Agreement not been terminated prior to its expiration date. In the event that the Company terminates the Strategic Advisory Agreement for Cause or Mr. Robertson terminates the Strategic Advisory Agreement, he will not be entitled to continued payments of the monthly advisory retainer or immediate vesting of unvested PSUs. For more information on the payments and benefits provided to our NEOs in connection with certain terminations or a change in control, see “Potential Payments Upon Termination or Change in Control.”

  27. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All other compensation ($)(3) | Total Compensation ($) | | John Hall Chief Executive Officer | 2024 | 486,363 | 403,681 | 6,810,375 | 418,480 | 8,118,899 | | | 2023 | 474,500 | 404,270 | 2,208,000 | 9,830 | 3,096,600 | | | 2022 | 456,290 | 427,100 | — | 8,700 | 892,090 | | David Morton(4) Chief Financial Officer | 2024 | 405,682 | 333,315 | 10,190,614 | 10,688 | 10,940,299 | | Thad Jampol Co-Founder and Chief Product Officer | 2024 | 472,833 | 307,814 | 2,556,510 | 23,202 | 3,360,359 | | | 2023 | 461,300 | 343,900 | 1,324,800 | 9,846 | 2,139,846 | | | 2022 | 427,141 | 444,800 | — | 9,200 | 881,141 | | Don Coleman Chief Operating Officer | 2024 | 450,001 | 261,450 | 2,514,600 | 23,094 | 3,249,145 | | | 2023 | 408,500 | 304,540 | 1,324,800 | 9,899 | 2,047,739 | | | 2022 | 371,481 | 387,200 | — | 9,200 | 767,881 | | David Benjamin Harrison President, Industries | 2024 | 463,403 | 384,624 | 2,346,960 | 11,451 | 3,206,438 | | Stephen Robertson(5) Former Chief Financial Officer | 2024 | 226,269 | — | 2,095,500 | 229,528 | 2,551,297 |

  28. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The material terms of our NEOs compensation for fiscal year 2024, including the terms of non-equity incentive and equity incentive awards, are described in our “Compensation Discussion and Analysis” in this proxy statement. As described in more detail in our “Compensation Discussion and Analysis” in this proxy statement, under the fiscal year 2024 bonus program, 50% of the annual target bonus was subject to the Company’s achievement of certain net new ACV targets and 50% of the annual target bonus was subject to the achievement of individual objectives. As described in more detail in our “Compensation Discussion and Analysis” in this proxy statement, during fiscal year 2024, each of our NEOs received an award of PSUs which vest, if at all, based on the achievement of ARR targets through December 31, 2026, and profitability targets through June 30, 2026. Each of our NEOs entered into an employment agreement with the Company that provides for payment of base salary, an annual bonus, eligibility for employee benefit programs and potential severance benefits. In fiscal year 2024, Mr. Robertson entered into the strategic advisory agreement, which superseded a previous transition and advisory agreement and employment agreement. The material terms of each NEOs employment agreement and Mr. Robertson’s strategic advisory agreement are described in our “Compensation Discussion and Analysis” in this proxy statement. For further information regarding the severance benefits provided under such agreements, please see “Potential Payments Upon Termination or Change in Control” below. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth the outstanding equity awards held by each of our NEOs as of June 30, 2024.

  29. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | Option-based awards | | | | | Share-based awards | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(1) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | John Hall | 245,300(3) | — | — | 3.99 | 08/27/2025 | | | | | 1,503,449(3) | — | — | 7.45 | 07/26/2027 | | | | | 188,290(3) | — | — | 12.00 | 07/29/2030 | | | | | | | | | | 507,344 | 18,604,304 | | David Morton | — | — | — | — | — | | | | | | | | | | 278,356 | 10,207,315 | | Thad Jampol | 404,198(3) | — | — | 3.99 | 08/27/2025 | | | | | 130,880(3) | — | — | 7.45 | 07/26/2027 | | | | | 240,000(3) | — | — | 12.00 | 07/29/2030 | | | | | | | | | | 228,728 | 8,387,456 | | Don Coleman | 266,615(3) | — | — | 3.99 | 08/27/2025 | | | | | 130,880(3) | — | — | 7.45 | 07/26/2027 | | | | | 240,000(3) | — | — | 12.00 | 07/29/2030 | | | | | | | | | | 209,000 | 7,664,030 | | David Benjamin Harrison | 93,383(3) | — | — | 7.45 | 11/13/2028 | | | | | 300,000(3) | — | — | 12.00 | 07/29/2030 | | | | | 150,000(3) | — | — | 26.00 | 06/28/2031 | | | | | | | | | | 213,540 | 7,830,512 | | Stephen Robertson | — | — | — | — | — | | | | | | | | | | 167,975 | 6,159,643 |

  30. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) For the NEOs, except for Mr. Morton, represents PSUs granted on June 29, 2021, which vest quarterly based on achievement of ARR targets through June 30, 2025, PSUs granted on July 14, 2022, which vest quarterly based on achievement of ARR targets and profitability targets through June 30, 2025 and PSUs granted on July 1, 2023, which vest quarterly based on achievement of ARR targets through December 31, 2026 and profitability targets through June 30, 2026. For Mr. Morton, represents RSUs, which vest subject to continued employment as to 25% of the shares on November 20, 2024 and in 12 equal quarterly installments thereafter, and PSUs, which vest quarterly based on achievement of ARR targets through December 31, 2026 and profitability targets through June 30, 2026, each granted on August 31, 2023. The number of PSUs shown in this column shows the single target payout with respect to the PSUs granted. These PSUs and RSUs are subject to accelerated vesting upon certain terminations of employment, as described in “Compensation Discussion and Analysis – Components of Our NEO Compensation Program”. |

  31. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) The value of each unvested PSU and RSU is based on the target number of shares into which the PSU and RSU may convert upon vesting and the closing price of our common stock on June 30, 2024. |

  32. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (3) The shares underlying this Option are fully vested. |

  33. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information on an aggregate basis regarding option awards that were exercised and stock awards that vested during the fiscal year ending June 30, 2024, for each of our NEOs.

  34. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | Options Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | John Hall | 500,710 | 14,627,988 | 484,531 | 18,623,073 | | David Morton | — | — | — | — | | Thad Jampol | 200,000 | 6,848,059 | 225,897 | 8,680,527 | | Don Coleman | 180,000 | 6,450,213 | 195,875 | 7,525,194 | | David Benjamin Harrison | — | — | 193,960 | 7,448,048 | | Stephen Robertson | 185,913 | 5,257,496 | 145,650 | 5,592,685 |

  35. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) The value realized is computed as the difference between the fair market value of the underlying shares on the date of exercise and the exercise price times the number of options exercised. |

  36. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) The value realized is computed as the shares of stock or units multiplied by the value of the underlying shares on the vesting date. |

  37. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table below reflects, as applicable, cash severance, incentive compensation, continuation of health benefits and equity acceleration payable to our NEOs in connection with (1) the voluntary termination of his employment relationship or his retirement, (2) the involuntary termination of his employment relationship without cause or, with respect to each of the NEOs except for Mr. Robertson, his resignation for good reason, (3) his death or disability and, except for Mr. Robertson, (4) the involuntary termination of his employment relationship without cause or his resignation for good reason in connection with a change in control (within the period beginning three months prior to and ending 12 months following a change in control (assuming that all equity awards will be assumed or continued or substituted by the successor entity), assuming for each of (1), (2), (3) and (4) that the applicable triggering event(s) occurred on June 30, 2024.

  38. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | Cash Severance ($)(1) | Incentive Compensation ($)(2) | Continuation of Benefits ($)(3) | Equity (accelerated) ($)(4) | | John Hall | | | | | | Voluntary Termination / Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | $729,545 | — | $10,238 | $13,310,074 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | $729,545 | $486,363 | $10,238 | $18,604,305 | | David Morton | | | | | | Voluntary Termination / Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | $450,000 | — | $37,931 | $3,189,704 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | $450,000 | $323,607 | $37,931 | $10,207,315 | | Thad Jampol | | | | | | Voluntary Termination / Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | $472,833 | — | $31,039 | $6,214,759 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | $472,833 | $330,983 | $31,039 | $8,387,456 |

  39. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | Cash Severance ($)(1) | Incentive Compensation ($)(2) | Continuation of Benefits ($)(3) | Equity (accelerated) ($)(4) | | Don Coleman | | | | | | Voluntary Termination / Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | $450,001 | — | $31,039 | $5,518,835 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | $450,001 | $315,000 | $31,039 | $7,664,030 | | David Benjamin Harrison | | | | | | Voluntary Termination / Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | $463,403 | — | $14,003 | $5,630,312 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | $463,403 | $463,403 | $14,003 | $7,830,512 | | Stephen Robertson | | | | | | Voluntary Termination / Retirement | — | — | — | — | | Involuntary Termination without Cause | $113,125 | — | — | $1,119,352 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — |

  40. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) Represents a cash payment amount equal to a multiple of annual base salary under the NEO's employment agreement with respect to each of the NEOs except for Mr. Robertson as described in the “Change in Control and Severance Benefits” section (the “Termination and CIC Section”). With respect to Mr. Robertson, represents a cash payment amount equal to a multiple of the monthly retainer under his Strategic Advisory Agreement as described in the “Change in Control and Severance Benefits” section (the “Termination and CIC Section”). |

  41. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) Represents a multiple of the NEO's target annual bonus under the NEO's employment agreement as described in the Termination and CIC Section. |

  42. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (3) Represents the estimated amounts payable by us to maintain the executive officer’s benefits following the termination of the NEO's employment as described in the Termination and CIC Section. |

  43. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (4) Represents only the value of unvested PSUs, and with respect to Mr. Morton RSUs, that would be accelerated upon a termination of employment and/or CIC as applicable and as further described in the Termination and CIC Section, and does not include the vested portion of the PSUs as of the end of fiscal year 2024. |

  44. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer or “PEO” and “compensation actually paid” to our non-PEO NEOs, and the financial performance of the Company during the years ended June 30, 2024, 2023 and 2022, respectively, in each case calculated in a manner consistent with SEC rules.

  45. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On(4): | | Net Loss (in thousands) | ARR(5) (millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2024 | $8,118,899 | $3,776,795 | $4,661,508 | $3,264,362 | $130.96 | $88.17 | $(32,021) | $404.2 | | 2023 | $3,096,600 | $29,648,801 | $2,093,793 | $13,958,392 | $149.68 | $77.83 | $(69,425) | $330.2 | | 2022 | $892,090 | $(13,833,178) | $824,511 | $(5,643,941) | $52.29 | $64.82 | $(99,678) | $270.5 |

  46. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) Mr. Hall is the PEO reflected in these columns for each of the fiscal years ended June 30, 2024, 2023 and 2022. |

  47. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) Compensation actually paid or “CAP” to our PEO and Non-PEO NEOs is calculated based on the “Total Compensation” reported in the Summary Compensation Table above for each of the applicable fiscal years, adjusted to exclude and include certain items in accordance with Item 402(v) of Regulation S-K as shown below. |

  48. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (3) Messrs. Morton, Robertson, Jampol, Coleman and Harrison are the Non-PEO NEOs for fiscal year 2024. Messrs. Jampol and Coleman are the Non-PEO NEOs for fiscal years 2023 and 2022. |

  49. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (4) Represents cumulative total return to holders of our Common Stock against the cumulative total return of our peer entities, represented by the S&P Software & Services Select Industry Index from June 30, 2021 (the date our stock commenced trading on the Nasdaq Global Select Market) through June 30, 2024 (the last trading day of the covered period), calculated from market close on June 30, 2021 through and including the end of each applicable fiscal year in the table above for which the total shareholder return is being calculated. The total shareholder return for each investment assumes that $100 was invested in our Common Stock and the respective index on June 30, 2021, through June 30, 2024, including reinvestment of any dividends. |

  50. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (5) ARR represents the annualized recurring value of all active SaaS and on-premise subscription license contracts at the end of a reporting period. |

  51. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    PEO SCT Total to CAP Reconciliation

  52. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Fiscal Year | SCT Total | Deductions from SCT Total(1) | Additions to SCT Total(2) | | | CAP | | | | | Fair Value of Current Year Equity Awards(3) | Change in Fair Value of Prior Years’ Awards Unvested | Change in Fair Value of Prior Years’ Awards that Vested | | | 2024 | $8,118,899 | $6,810,375 | $5,959,826 | $(1,826,140) | $(1,665,415) | $3,776,795 | | 2023 | $3,096,600 | $2,208,000 | $6,110,101 | $19,498,050 | $3,152,050 | $29,648,801 | | 2022 | $892,090 | $0 | $0 | $(13,706,118) | ($1,019,150) | ($13,833,178) |

  53. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Average Non-PEO NEOs SCT Total to CAP Reconciliation

  54. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Fiscal Year | SCT Total | Deductions from SCT Total(1) | Additions to SCT Total(2) | | | CAP | | | | | Fair Value of Current Year Equity Awards(3) | Change in Fair Value of Prior Years’ Awards Unvested(3) | Change in Fair Value of Prior Years’ Awards that Vested(3) | | | 2024 | $4,661,508 | $3,940,837 | $3,697,241 | $(626,023) | $(527,527) | $3,264,362 | | 2023 | $2,093,793 | $1,324,800 | $3,666,061 | $8,198,044 | $1,325,294 | $13,958,392 | | 2022 | $824,511 | $0 | $0 | $(6,039,945) | $(428,507) | $(5,643,941) |

  55. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) Represents the grant date fair value of equity-based awards granted each year. The fair values of equity compensation, including such amounts described in the tables below, are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in Note 11 to the Company’s financial statements for fiscal year 2024 contained in our Annual Report to Stockholders for the fiscal year ended June 30, 2024, filed with the SEC on August 26, 2024. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the NEOs. |

  56. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) We did not report a change in pension value for any of the years reflected in this table because the Company does not maintain a defined benefit or actuarial pension plan and therefore a deduction from SCT related to such pension plans is not needed. |

  57. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (3) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The fair values of equity compensation, including such amounts described in the tables above, are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in Note 11 to the Company’s financial statements for fiscal year 2024 contained in our Annual Report to Stockholders for the fiscal year ended June 30, 2024, filed with the SEC on August 26, 2024. The amounts shown in the table reflect the total fair value on the applicable date(s) listed in the table above, and do not necessarily reflect the actual value, if any, that may be realized by the applicable NEO. |