DEF 14A of GPGI, Inc., Apr 18, 2025

DEF 14A of GPGI, Inc.

Filed Apr 18, 2025 · FY20240001140361-25-014504

Open on EDGAR

  1. PROPOSAL 1: THE DIRECTOR ELECTION PROPOSAL

    PROPOSAL 1: THE DIRECTOR ELECTION PROPOSAL The Company’s current Charter divides the Board into three classes with staggered three-year terms. The size and membership of our Board changed in 2024 and 2025. In connection with the Resolute Transaction, on September 17, 2024, Mitchell Hollin and Michele Logan resigned from the Board, David Cote joined the Board as Executive Chairman, and each of John Cote, Joseph J. DeAngelo, Roger Fradin, Mark James and Thomas R. Knott joined the Board as members. The size of the Board was also increased from seven (7) members to eleven (11) members. Following the completion of the Resolute Transaction, effective October 18, 2024, Niloofar Razi Howe resigned from the Board for personal reasons, and Dr. Krishna Mikkilineni joined the Board to fill Ms. Howe’s seat. Effective February 28, 2025, Roger Fradin resigned from the Board for personal reasons and was engaged as an adviser to the Board. Contemporaneous with Mr. Fradin’s resignation, the size of the Board was decreased from eleven (11) members to ten (10) members. As of April 3, 2025, ten (10) directors were serving on the Board, as follows:

  2. PROPOSAL 1: THE DIRECTOR ELECTION PROPOSAL

    | Class I Director (Nominated for re-election until 2028) | Class II Director (Continuing until 2026) | Class III Director Nominees (Continuing until 2027) | | John D. Cote | Brian F. Hughes | David M. Cote | | Jane J. Thompson | Thomas R. Knott | Paul S. Galant | | Jonathan C. Wilk | Mark R. James | Dr. Krishna Mikkilineni | | | Joseph J. DeAngelo | |

  3. PROPOSAL 1: THE DIRECTOR ELECTION PROPOSAL

    At the Annual Meeting, stockholders will be asked to elect the three Class I directors to serve for a three-year term expiring at the annual meeting of stockholders in 2028. The Board has nominated Mr. John Cote, Ms. Thompson and Mr. Wilk as Class I directors based on the Board’s assessment of their candidacy, including the recommendation of our Nominating and Corporate Governance Committee. Proxies solicited by or on behalf of the Board will, unless otherwise directed, be voted to elect Mr. John Cote, Ms. Thompson, and Mr. Wilk. Mr. John Cote, Ms. Thompson and Mr. Wilk have each indicated a willingness to continue to serve for the term to which they have been nominated, if elected. In case any nominee is not a candidate at the Annual Meeting, the proxies named in the enclosed form of proxy intend to vote in favor of the remaining nominees and to vote for a substitute nominee in their discretion in such class, as they shall determine. Set forth on the following pages is information about each of Mr. John Cote, Ms. Thompson, and Mr. Wilk, including their age, principal occupation, and business experience for at least the past five years and the names of other publicly held companies on whose boards they serve or have served during the past five years.

  4. Director Nominee Biographies – Class I Directors

    Director Nominee Biographies – Class I Directors

  5. Director Nominee Biographies – Class I Directors

    | Name | Principal Occupation and Business Experience | | John D. Cote Age: 43 | Mr. Cote has served as a member of the Board since September 17, 2024 and currently serves as Chairman of the Nominating and Corporate Governance Committee (of which he was a member from September 17, 2024 to February 28, 2025). He has served as a Managing Partner and founder of SRM Equity Partners, LLC, a private equity firm, since October 2013. Among his previous roles, Mr. Cote served as the Chief Executive Officer of Industrial Inspection & Analysis, Inc., an inspection, testing and analytical business, from September 2015 to September 2019, and has served as Chairman since September 2015. Mr. Cote brings a background in investment banking from his years at J.P. Morgan Chase & Co, a global investment bank and financial services firm, from 2005 to 2011, where he worked on equity, debt, and M&A transactions in the Natural Resources Coverage group, and where he was a member of the Corporate Client Banking strategy team. Mr. Cote is the son of Mr. David Cote. Mr. Cote was selected to be appointed to serve on our Board due to his deep leadership and investing experience, including in the industrial sector. | | Jane J. Thompson Age: 73 | Ms. Thompson has served as a member of the Board since December 27, 2021 and currently serves as a member of the Compensation Committee. She had previously served during 2024 as Chairman of the Compensation Committee until September 17, 2024, and as a member of the Nominating and Corporate Governance Committee from September 17, 2024 to February 28, 2025. Ms. Thompson is the founder and Chief Executive Officer of Jane J. Thompson Financial Services LLC, a management consulting firm she founded in 2011. From May 2002 to June 2011, Ms. Thompson served as President of Walmart Financial Services, a division of Walmart Stores, Inc. that provides money services, products and solutions to Walmart customers. Previously, she led the Sears Credit, Sears Home Services, and Sears Online groups within Sears, Roebuck & Company, a department store chain, and was a partner with McKinsey & Company, Inc. advising consumer companies. Since 2012, Ms. Thompson has served on numerous public and private boards in fintech, financial services and payments. She currently serves as a director for Navient Corporation (Nasdaq: NAVI), an education financing company, and Katapult Holdings, Inc. (Nasdaq: KPLT), a financial technology company. Ms. Thompson received a Master’s in Business Administration from Harvard Business School and a Bachelor’s in Business Administration in Marketing from the University of Cincinnati. Ms. Thompson was chosen to serve on the Board because of her extensive experience in the fields of fintech, financial services and payments, and management consulting, as well as her experience as a member of various boards of directors. |

  6. Director Nominee Biographies – Class I Directors

    | Name | Principal Occupation and Business Experience | | Jonathan C. Wilk Age: 56 | Mr. Wilk has served as a member of the Board since December 27, 2021. Mr. Wilk has led the Company for over eight years, serving as the Company’s President and Chief Executive Officer since May 2017, having joined in March 2016 as President and Chief Revenue Officer. He brings more than 25 years of banking, consulting, and private equity operating experience. Prior to joining the Company, from January 2014 to October 2015, he served as the President of PayChoice, a leading SaaS-based payroll company. Prior to PayChoice, from 2011 to 2013, Mr. Wilk was with JPMorgan Chase, where he joined as the Head of Product and Chief Marketing Officer for the Consumer Bank. He was responsible for checking, savings, debit, and prepaid products as well as brand and advertising and sponsorships for consumer banking. Prior to that, Mr. Wilk held several senior positions at Bank of America Merrill Lynch between 2003 and 2011, including the Global Head of Product for Treasury Services and the Head of Consumer and Small Business Deposits. Prior to his banking experience, Mr. Wilk was a management consultant with firms including Booz Allen Hamilton and Mercer Management Consulting. Mr. Wilk holds an MBA from the Kellogg Graduate School of Management at Northwestern University with majors in Strategy, Marketing, and Finance and a BS in Business Management from Pennsylvania State University. Mr. Wilk was chosen to serve on the Board because of his 25 years of banking, consulting, and private equity operating experience, and as the Company’s President and Chief Executive Officer, he is able to provide the Board with critical insight into the day-to-day operations of the Company. |

  7. Continuing Director Biographies – Class II Directors

    Continuing Director Biographies – Class II Directors

  8. Continuing Director Biographies – Class II Directors

    | Name | Principal Occupation and Business Experience | | Joseph J. DeAngelo Age: 63 | Mr. DeAngelo has served as a member of the Board since September 17, 2024, and currently serves as the chairperson of the Audit Committee and a member of the Nominating and Corporate Governance Committee. He has served as a director of Vertiv Holdings Co. (NYSE: VRT), a digital infrastructure and continuity provider, since October 2022 and as Chairman of the Board, President and Chief Executive Officer of HD Supply Holdings, Inc. (“HDS”), one of the largest industrial distributors in North America, beginning in March 2015. Mr. DeAngelo previously served as President and Chief Executive Officer of HDS beginning January 2005, and was a member of HDS’s board beginning August 2007, serving in each position until the closing of the acquisition of HDS by The Home Depot, a home improvement retail corporation, during 2020. Mr. DeAngelo also served as Executive Vice President and Chief Operating Officer of The Home Depot during 2007, and from 2005 to 2006, he served as Executive Vice President of HDS. Mr. DeAngelo was chosen to serve on our Board due to his extensive leadership, management experience, and industry knowledge. |

  9. Continuing Director Biographies – Class II Directors

    | Name | Principal Occupation and Business Experience | | Brian F. Hughes Age: 66 | Mr. Hughes has served as a member of our Board since December 27, 2021 and currently serves as a member of the Audit Committee. Mr. Hughes currently serves as a director and audit committee chair of both Bentley Systems (Nasdaq: BSY), an infrastructure engineering software company, and Innovid Corp. (NYSE: CTV), an advertising and analytics technology company. Mr. Hughes was previously an audit partner, the national private markets group leader, and venture capital co-leader at KPMG LLP, a multinational audit, tax and advisory services firm, where he worked from 2002 to 2019, and an audit partner at Arthur Andersen where he worked from 1981 to 2002. Mr. Hughes received a Master’s in Business Administration and a Bachelor of Science in Economics and Accounting from the Wharton School of the University of Pennsylvania. Mr. Hughes was chosen to serve on the Board because of his financial expertise, extensive accounting, auditing, and venture capital experience as well as his experience as a director and advisor of other companies. Mr. Hughes also has experience in cybersecurity matters, as evidenced by his CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute. | | Mark R. James Age: 63 | Mr. James has served as a member of the Board since September 17, 2024, and currently serves as the chairperson of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Mr. James had previously served as chairperson of the Nominating and Corporate Governance Committee until February 28, 2025. He is the President of Mark James Enterprises, his own executive consulting business. Previously, Mr. James served in roles of increasing seniority at multinational conglomerate Honeywell for over 20 years before his retirement in July 2020, including nearly 13 years as Chief Human Resources Officer (“CHRO”). Prior to becoming CHRO, Mr. James’ prior roles at Honeywell included serving as Vice President of Human Resources and Communications for Honeywell Aerospace, Vice President of Human Resources and Communications for Honeywell Aerospace Electronic Systems, and HR Director of Federal Manufacturing and Technologies. Mr. James was selected to serve on our Board due to his deep leadership and management experience, including in the industrial sector. | | Thomas R. Knott Age: 39 | Mr. Knott has served as a member of the Board since September 17, 2024, and currently serves as a member of the Compensation Committee. Mr. Knott was employed as Co-Chief Investment Officer of the Company from September 25, 2024, until the transfer of his employment to Resolute Holdings Management, Inc. (“Resolute Holdings”) in connection with the completion of the Spin-Off on February 28, 2025, following which he serves as Chief Investment Officer of the Company. Mr. Knott previously served as the Head of the Permanent Capital Strategies Group in the Consumer and Investment Management Division of Goldman Sachs, a global investment bank and securities firm, starting in March 2018. He was also the CEO, CFO, Secretary and Director of special purpose acquisition companies GSAH I and GSAH II, respectively. Mr. Knott led all aspects of Goldman Sachs’ co-sponsorship of GSAH II from its initial public offering in June 2020 to its merger with Mirion Technologies, a provider of nuclear measurement and detection systems, in October 2021. He also led GSAH I from its initial public offering in June 2018 to its merger with Vertiv in February 2020. Mr. Knott was chosen to serve on the Board due to his years of finance and investing experience and his extensive knowledge of the public markets. |

  10. Continuing Director Biographies – Class III Directors

    Continuing Director Biographies – Class III Directors

  11. Continuing Director Biographies – Class III Directors

    | Name | Principal Occupation and Business Experience | | David M. Cote Age: 72 | Mr. Cote has served as the Executive Chairman of the Board since September 17, 2024, and as Co-Chief Investment Officer from September 25, 2024 until the transfer of his employment to Resolute Holdings in connection with the completion of the Spin-Off on February 28, 2025, following which he continues to serve as Executive Chairman of the Board. In addition, he has served as the Executive Chairman of the board of directors of Vertiv since February 2020 and as Chief Executive Officer, President and Secretary and Chairman of the board of directors of its predecessor, GSAH I, from April 2018 until February 2020. Mr. Cote previously served as Chairman and Chief Executive Officer of multinational conglomerate Honeywell from July 2002 to March 2017 and subsequently as Executive Chairman of the board of directors of Honeywell until April 2018. He joined Honeywell as President and Chief Executive Officer in February 2002. Prior to joining Honeywell, he served as Chairman, President and Chief Executive Officer of TRW, a provider of products and services for the aerospace, information systems and automotive markets, from August 2001 to February 2002. From February 2001 to July 2001, he served as TRW’s President and Chief Executive Officer and from November 1999 to January 2001 he served as its President and Chief Operating Officer. Mr. Cote was Senior Vice President of multinational conglomerate General Electric Company and President and Chief Executive Officer of GE Appliances from June 1996 to November 1999. Mr. Cote was a director of the Federal Reserve Bank of New York from March 2014 to March 2018, as well as a director of Juniper Industrial Holdings, Inc., a special purpose acquisition company, from March 2020 until its merger with Janus International Group Inc. in June 2021. Mr. Cote is the father of Mr. John Cote. Mr. Cote was chosen to serve on our Board due to his many years of experience leading global organizations, his extensive knowledge of the global business environment, and his unique understanding of the opportunities and challenges facing our business. | | Paul S. Galant Age: 57 | Mr. Galant has served as a member of the Board since September 21, 2022, and currently serves as a member of the Nominating and Corporate Governance Committee. Mr. Galant previously served as an Operating Partner of Churchill Capital, a real estate investment banking and investment firm, from January 2020 to January 2024, and served on the board of directors of Vivint Smart Home, Inc. (NYSE: VVNT), a smart home and security provider, from October 2015 to March 2023. Prior to that, Mr. Galant served as Chief Executive Officer of Brightstar Corp. (“Brightstar”), a leading mobile services company for managing devices and accessories and subsidiary of SoftBank Group Corp., a multinational investment holding company (“Softbank”), and he has served as an Operating Partner of SoftBank. Prior to joining Brightstar, Mr. Galant was the Chief Executive Officer of VeriFone Systems, Inc., an electronic payment transactions company (“VeriFone”), and was a member of VeriFone’s board of directors, since October 2013. Prior to joining VeriFone, Mr. Galant served as the CEO of the Enterprise Payments business of Citigroup, Inc., a multinational financial services corporation (“Citigroup”) since 2010. In this role, Mr. Galant oversaw the design, marketing and implementation of global B2C and C2B digital payments solutions. From 2009 to 2010, Mr. Galant served as CEO of Citi Cards, heading Citigroup’s North American and International Credit Card and Merchant Acquiring businesses. From 2007 to 2009, Mr. Galant served as CEO of Citi Transaction Services, a division of Citigroup’s Institutional Clients Group. From 2002 to 2007, Mr. Galant was the Global Head of the Cash Management business, one of the largest processors of payments globally. Mr. Galant joined Citigroup in 2000. Prior to joining Citigroup, Mr. Galant held |

  12. Continuing Director Biographies – Class III Directors

    | Name | Principal Occupation and Business Experience | | | positions at Donaldson, Lufkin & Jenrette, Smith Barney, and Credit Suisse. Mr. Galant holds a B.S. in Economics from Cornell University where he graduated a Phillip Merrill Scholar. Mr. Galant was chosen to serve on the Board because of his valuable experience in the financial services industry and in operations matters. | | Dr. Krishna Mikkilineni Age: 65 | Dr. Mikkilineni has served as a member of the Board since October 18, 2024, and currently serves as a member of the Compensation Committee and Audit Committee. Dr. Mikkilineni currently serves as General Partner of StartupXseed, a deep-tech venture fund, and as Co-Founder of The GAIN, a startup accelerator, roles he has held since 2019 and in which he has been instrumental in funding and growing 30 technology-driven startup companies. Prior to May 2019, Dr. Mikkilineni served in various roles of increasing seniority at Honeywell International, Inc. for over 33 years, including as global Chief Technology Officer, a role he held for nine years, and as global Chief Information Officer, a role he held for six years. Dr. Mikkilineni has been a member of the board of directors of Kone Corporation, a global elevator and escalator company, since 2022. Dr. Mikkilineni received his Ph.D. in electrical and computer engineering from the University of Florida. Dr. Mikkilineni was chosen to serve on our Board due to his extensive leadership and investing experience, technological expertise, as well as for his experience growing and expanding new businesses. |

  13. Stockholder Nominations for Director Candidates

    Stockholder Nominations for Director Candidates In order for a stockholder to nominate a person for election to the Board or bring other business before the 2026 annual meeting of stockholders, the stockholder must comply with the advance notice provisions of our Bylaws, which require that the stockholder deliver written notice to the Corporate Secretary and comply with the other requirements set forth in the Bylaws. See “Stockholder Proposals and Other Information—Deadline for Submission of Stockholder Proposals and Recommendations for Director” for more information.

  14. Nomination Rights

    Nomination Rights Certain of our directors have been designated by Resolute Compo Holdings pursuant to the terms of the Governance Agreement. See “Certain Relationships and Related Party Transactions” for more information on the Governance Agreement and the Waiver Agreement.

  15. CORPORATE GOVERNANCE

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

  16. CORPORATE GOVERNANCE

    | • | 6 of our 10 directors are independent | • | Clawback policy for management incentive compensation | | • | Separate CEO and Board Chair positions | • | Independent directors meet regularly without management | | • | Mandatory stock ownership for CEO, other executive officers and non-employee directors | | |

  17. Controlled Company Status

    Controlled Company Status As a result of the Resolute Transaction, the Company is a “controlled company” within the meaning of the Nasdaq listing rules. As of the Record Date, Tungsten 2024 LLC and its affiliates owned approximately 50.5% of the voting power of the Company’s Class A Common Stock, and therefore is able to control all matters that require approval by the stockholders of the Company, including the election and removal of directors, changes to the Company’s organizational documents and approval of acquisition offers and other significant corporate transactions. As a “controlled company” within the meaning of the Nasdaq listing rules, the Company qualifies for and relies on certain exemptions from certain corporate governance requirements.

  18. Controlled Company Status

    | Nasdaq Exemption | | Company Governance | | | • | No requirement to have a majority of independent directors on Board | • | A majority (six (6) of ten (10) directors) are independent, as required by our Governance Agreement | | • | No requirement to have ALL independent directors on Compensation Committee | • | A majority, but not all, of the Compensation Committee members are presently independent directors | | • | No requirement that director nominations be made by only independent directors | • | A majority, but not all, of the Nominating and Corporate Governance Committee (which makes director nominations) members are presently independent directors |

  19. Board of Directors

    Board of Directors The business and affairs of the Company are managed under the direction of our ten-member Board in accordance with our Charter, Bylaws, and our Corporate Governance Guidelines, copies of which can be found on our website at ir.composecure.com/corporate-governance/governance-overview. Our Board is divided into three classes of directors, with the directors serving staggered three-year terms, with only one class of directors elected at each annual meeting of our stockholders. Our Class I directors are John Cote, Jane J. Thompson and Jonathan C. Wilk (with their terms expiring at the Annual Meeting), our Class II directors are Thomas R. Knott, Mark James, Joseph J. DeAngelo and Brian Hughes (with their terms expiring at the 2026 annual meeting) and our Class III directors are Dr. Krishna Mikkilineni, Paul Galant and David Cote (Executive Chairman) (with their terms expiring at the 2027 annual meeting). Each of our Class I directors are director nominees for election at the Annual Meeting. John Cote is the son of David Cote. There are no other family relationships among our directors and director nominees, or between our directors, director nominees and executive officers. We believe that our Board’s classified structure provides enhanced continuity and stability in business strategies and policies, which is beneficial for long-term strategic planning and oversight of our operations. We believe that maintaining a classified board structure balances the need for stockholders to express their opinion on the Board’s performance with the need for our directors to focus on our long-term success and maximizing value for stockholders. When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in each of the directors’ individual biographies above. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess, but in identifying and evaluating director nominees, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. The Board evaluates director candidates recommended by stockholders using the same criteria. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

  20. Compensation Committee

    | • | Overseeing employee compensation policies and practices | • | Reviewing compensation of non-employee directors | | • | Reviewing performance objectives for annual and long-term compensation | • | Reviewing compensation of our Chief Executive Officer and other executive officers, and making a recommendation to the Board for approval of our Chief Executive Officer’s compensation | | • | Reviewing and approving employment agreements for executive officers | • | Administering our stock plans and other incentive compensation plans | | • | Overseeing stock ownership guidelines and compensation recoupment policy | • | Reviewing all management compensation and benefit plans, including any applicable threshold, target and maximum goals and payment amounts, as well as perquisite arrangements |

  21. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  22. Annual Cash Compensation of Non-Employee Directors

    Annual Cash Compensation of Non-Employee Directors The cash compensation program for eligible non-employee directors from January 2024 to September 2024 consisted of:

  23. Annual Cash Compensation of Non-Employee Directors

    | • | Board Member—$50,000 |

  24. Annual Cash Compensation of Non-Employee Directors

    | • | Audit Committee Chair—$20,000 |

  25. Annual Cash Compensation of Non-Employee Directors

    | • | Compensation Committee Chair—$15,000 |

  26. Annual Cash Compensation of Non-Employee Directors

    | • | Nominating and Corporate Governance Committee Chair—$10,000 |

  27. Annual Cash Compensation of Non-Employee Directors

    | • | Audit Committee Member—$10,000 |

  28. Annual Cash Compensation of Non-Employee Directors

    | • | Compensation Committee Member—$7,500 |

  29. Annual Cash Compensation of Non-Employee Directors

    | • | Nominating and Corporate Governance Committee Member—$5,000 |

  30. Annual Cash Compensation of Non-Employee Directors

    In September 2024, the cash compensation program for eligible non-employee directors was changed to:

  31. Annual Cash Compensation of Non-Employee Directors

    | • | Board Member—$50,000 |

  32. Annual Cash Compensation of Non-Employee Directors

    | • | Audit Committee Chair—$25,000 |

  33. Annual Cash Compensation of Non-Employee Directors

    | • | Compensation Committee Chair—$15,000 |

  34. Annual Cash Compensation of Non-Employee Directors

    | • | Nominating and Corporate Governance Committee Chair—$10,000 |

  35. Equity Compensation of Non-Employee Directors

    Equity Compensation of Non-Employee Directors From January 2024 to September 2024, the Company’s Director Compensation Policy provided that upon joining the Board, each eligible non-employee director received an initial equity award of RSUs with a value of $150,000, granted on the date such non-employee director began service on the Board (the “Initial Equity Award”). The Initial Equity Awards vested in full on the first anniversary of the date on which the award was granted. Additionally, the Director Compensation Policy provided that eligible non-employee directors were granted, on an annual basis, RSUs with a value of $150,000 effective on the date of each annual meeting (pro-rated for new directors based on their appointment date) (the “Annual Equity Award”). The Annual Equity Awards vested in full on the earlier of (i) the first anniversary of the date of grant or (b) the next annual meeting. In addition, until September 2024, the Company provided a program for each eligible non-employee director to elect to convert his or her annual cash retainers into RSUs, or to defer receipt of his or her equity awards, or cash retainers, in accordance with the terms of the Company’s RSU Conversion and Deferral Program for Directors (the “Conversion and Deferral Program”). Effective October 1, 2024, the Compensation Committee approved amendments to the Director Compensation Policy (the “Amended Director Compensation Policy”). The Amended Director Compensation Policy provides that upon joining the Board, each eligible non-employee director receives an initial equity award in the form of options to purchase shares of Class A Common Stock (“Options”), with a grant date value of $200,000 (the “Initial Option Award”). Additionally, the Amended Director Compensation Policy provides that eligible non-employee directors will be granted, on an annual basis, Options with a grant date value of $200,000 (the “Annual Option Award”). Eligible non-employee directors who join the Board after the annual meeting for the year of their appointment will receive a prorated portion of the Annual Option Award. The Options will vest in four equal annual installments over a four-year period commencing on the grant date and will have an exercise price per share equal to the fair market value of a share of Class A Common Stock at the time of grant. Eligible non-employee directors who were on the board prior to the effective date of the Amended Director Compensation Policy and who had received equity awards under the prior policy received Option grants with a grant date value of $50,000 (the difference between the value of the Annual Option Award and the Annual Equity Award), prorated for the portion of the year from the adoption of the Amended Director Compensation Policy and the Annual Meeting (the “Continuing Director Uplift Grant”). Other than the committee chair retainer for the chairman of the Audit Committee, which was increased from $20,000 to $25,000 and the elimination of annual retainer fees for committee service (other than for the chair of each such committee), the annual cash retainers payable to eligible non-employee directors for board membership remain unchanged under the Amended Director Compensation Policy. In connection with the adoption of the Amended Director Compensation Policy, the Compensation Committee approved the amendment and restatement of the Conversion and Deferral Program (as amended and restated, the “Option Conversion Program”). Pursuant to the Option Conversion Program, eligible non-employee directors may elect to convert 25, 50, 75, or 100% of their total annual cash compensation (including the annual cash retainer) into an Option with an equivalent grant date value. The deferral component of the prior program was terminated.

  36. Director Compensation

    Director Compensation The following table sets forth the compensation earned or paid to eligible non-employee directors for the year ended December 31, 2024.

  37. Director Compensation

    | Current Directors(1) | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(3)(4)(5) | All Other Compensation ($)(6)(7) | Total ($) | | John D. Cote | 2024 | 14,286 | — | 333,333 | — | 347,619 | | Joseph J. DeAngelo | 2024 | 21,429 | — | 333,333 | — | 354,762 | | Paul S. Galant | 2024 | 82,500 | 150,000 | 33,333 | 19,721 | 285,554 | | Brian F. Hughes | 2024 | 95,625 | 150,000 | 33,333 | — | 278,958 | | Mark R. James | 2024 | 17,143 | — | 333,333 | — | 350,476 | | Dr. Krishna Mikkilineni | 2024 | 10,054 | — | 323,200 | — | 333,254 | | Jane J. Thompson | 2024 | 90,000 | 150,000 | 33,333 | 21,544 | 294,877 |

  38. Director Compensation

    | Former Directors | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(3)(4) | All Other Compensation | Total ($) | | Roger Fradin | 2024 | 18,571 | — | 333,333 | — | 351,904 | | Mitchell Hollin | 2024 | 50,625 | 150,000 | — | — | 200,625 | | Michele Logan | 2024 | 37,500 | 150,000 | — | — | 187,500 | | Niloofar Razi Howe | 2024 | 25,000 | 150,000 | — | — | 175,000 |

  39. Director Compensation

    | (1) Information regarding compensation for Messrs. Wilk and Cote, each a director and also a named executive officer, is set forth in the “Executive Compensation—Summary Compensation Table” section below. Information regarding compensation for Mr. Thomas R. Knott, a director and employee, is set forth in the “Executive Compensation—Compensation Committee Interlocks” section below. |

  40. Director Compensation

    | (2) With respect to Messrs. Galant, Hollin and Hughes and Mses. Logan, Howe and Thompson, represents Annual Equity Awards with a grant date fair value of $150,000 computed in accordance with FASB ASC Topic 718. |

  41. Director Compensation

    | (3) The following table reflects the aggregate number of shares of Class A Common Stock subject to Stock Awards and Option Awards (with respect to Stock Awards, based on the closing market price of $12.73 of the Company’s Class A Common Stock on December 31, 2024; and with respect to the Option Awards, a strike price of $7.17 ($7.78 for Dr. Mikkilineni)) held by our non-employee directors that were outstanding as of December 31, 2024: |

  42. Director Compensation

    | | Shares of Class A Common Stock underlying Stock Awards (#) | Shares of Class A Common Stock underlying Option Awards (#) | | Current Directors | | | | John D. Cote | — | 46,490 | | Joseph J. DeAngelo | — | 46,490 | | Paul S. Galant | 11,783 | 4,649 | | Brian F. Hughes | 11,783 | 4,649 | | Mark R. James | — | 46,490 | | Dr. Krishna Mikkilineni | — | 41,551 | | Jane J. Thompson | 11,783 | 4,649 | | Former Directors | | | | Roger Fradin | — | 46,490 | | Mitchell Hollin | — | — | | Michele Logan | — | — | | Niloofar Razi Howe | — | — |

  43. Director Compensation

    | (4) With respect to Messrs. J. Cote, DeAngelo, James, and Fradin and Dr. Mikkilineni, represents (i) the Initial Option Award granted following the adoption of the Amended Director Compensation Policy, with a grant date fair value of $200,000, and (ii) each director’s pro-rated portion of the Annual Option Award, with a grant date fair value of $133,000 with respect to Messrs. J. Cote, DeAngelo, James and Fradin, and a grant date fair value of $123,200 with respect to Dr. Mikkilineni, each as computed in accordance with FASB ASC Topic 718. |

  44. Director Compensation

    | (5) With respect to Messrs. Galant and Hughes and Ms. Thompson, represents the Continuing Director Uplift Grants with a grant date fair value of $33,333 computed in accordance with FASB ASC Topic 718. |

  45. Director Compensation

    | (6) With respect to Mr. Galant, reflects the value of 2,908 shares of Class A Common Stock, based on the trailing volume-weighted average closing price of the Company’s Class A Common Stock on Nasdaq for the ninety (90) days preceding the dividend payment date. This dividend was paid to Mr. Galant in connection with the Company’s cash dividend pursuant to the terms of the Company’s Conversion and Deferral Program, which has been discontinued. |

  46. Director Compensation

    | (7) With respect to Ms. Thompson, reflects the value of 3,177 shares of Class A Common Stock, based on the trailing volume-weighted average closing price of the Company’s Class A Common Stock on Nasdaq for the ninety (90) days preceding the dividend payment date. This dividend was paid to Ms. Thompson in connection with the Company’s cash dividend pursuant to the terms of the Company’s Conversion and Deferral Program, which has been discontinued. |

  47. Our Compensation Philosophy

    | • | Annual cash incentives tied to financial performance; |

  48. Our Compensation Philosophy

    | • | Long-term incentives in the form of equity awards, with a significant component tied to financial performance; and |

  49. Executive Compensation Best Practices

    | WE DO | WE DON’T DO | | Pay for Performance Our executive compensation programs use short-term and long-term incentive compensation awards tied to the achievement of strong financial performance. | No Guaranteed Bonuses We do not pay guaranteed minimum bonuses under our annual bonus plan. | | Independence and Experience The Compensation Committee is comprised of a majority of independent directors who have extensive experience. | No Excessive Perquisites We do not provide excessive perquisites for our NEOs. | | Independent Compensation Advisor The Compensation Committee selects and engages its own independent advisor. | No Defined Benefit Retirement Programs We do not offer defined benefit retirement plans or arrangements or nonqualified deferred compensation plans or arrangements. | | Thoughtful Peer Group Analysis The Compensation Committee reviews external market data when making compensation decisions and regularly reviews our peer group with its independent compensation advisor. | No “Single Trigger” Severance Payments We do not have “single trigger” severance payments payable solely on account of the occurrence of a change in control event. | | Annual Compensation Review The Compensation Committee conducts an annual review of our executive compensation philosophy and strategy, including reviewing the peer group used for compensation comparative purposes. | No Excise Tax Gross-Ups We do not provide excise tax gross-ups to our NEOs for change in control and severance payments. | | Emphasize Long-Term Equity The Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our CEO and other NEOs. | No Hedging We prohibit our employees and our non-employee directors from hedging our equity securities without first obtaining the pre-approval of our General Counsel. | | “Clawback” Policy Our clawback policy requires recovery of incentive compensation in the event of a financial restatement resulting from the fraud or intentional misconduct of an executive officer or any other member of the Company’s senior leadership team. | |

  50. Emphasis on Variable and Performance-Based Compensation

    Emphasis on Variable and Performance-Based Compensation The annual compensation of our NEOs varies from year to year based on our financial results. Consistent with our overall compensation philosophy, our executive compensation program emphasizes “variable” pay over “fixed” pay and seeks to balance short-term and long-term incentives, as well as performance-based and time-based incentives. In 2024, the majority of the target total direct compensation of our CEO and NEOs consisted of variable pay, including cash incentives awarded under our annual bonus plan and long-term incentives in the form of equity awards. Our equity awards are in the form of restricted stock units and stock options that vest over a specified period of years and performance stock units, that vest upon the achievement of specified financial performance goals over multiple years. The value of our equity awards to our CEO and other NEOs, once vested, is variable based on our stock price. Fixed pay, primarily consisting of base salary, made up only approximately 18% of our CEO’s target total direct compensation in 2024, while variable pay, consisting of both annual and long-term incentives in the form of equity awards, made up approximately 82% of his target total direct compensation. With respect to our other NEOs, fixed pay made up approximately 17% of target total direct compensation in 2024, while variable pay made up approximately 83%. The allocations that applied to our CEO and other NEOs are set forth in the charts below.

  51. Independent Compensation Consultant

    Independent Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to engage its own advisors, including compensation consultants, as it determines in its sole discretion, to assist in carrying out its responsibilities. The Compensation Committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Compensation Committee. Until September 2024, pursuant to this authority, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”), a national compensation consulting firm, to provide information, analysis, and other assistance relating to our executive compensation program. The nature and scope of the services provided to the Compensation Committee by FW Cook until September 2024 were as follows:

  52. Independent Compensation Consultant

    | • | provided recommendations for updating the compensation peer group; |

  53. Independent Compensation Consultant

    | • | provided advice with respect to compensation best practices and market trends, regulatory and legislative developments for executive officers and non-employee directors; and |

  54. Independent Compensation Consultant

    | • | conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers (collectively, the “Consulting Services”). |

  55. Independent Compensation Consultant

    FW Cook did not have authority to determine the ultimate compensation paid to executive officers or non-employee directors, and the Compensation Committee is under no obligation to utilize the information provided by FW Cook when making compensation decisions. In September 2024, as part of its ongoing review of executive compensation practices, the Compensation Committee engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant, succeeding FW Cook. Semler Brossy will provide the Consulting Services (and any other relevant services, as needed) on an ongoing basis. Since September 2024, representatives of Semler Brossy have regularly attended meetings of the Compensation Committee and also communicated with the Chairman of the Compensation Committee outside of meetings. The Compensation Committee considered the advice and recommendations received from Semler Brossy in making executive compensation decisions. Semler Brossy reports to the Compensation Committee rather than to management, although Semler Brossy may meet with members of management, including our CEO, to gather information on proposals that management may make to the Compensation Committee. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time. Semler Brossy did not provide services to us other than the advice provided to the Compensation Committee. The Compensation Committee has assessed the independence of Semler Brossy by taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of Nasdaq, and has concluded that its relationship with Semler Brossy and the work of Semler Brossy on behalf of the Compensation Committee has not raised any conflict of interest.

  56. Compensation Peer Group

    Compensation Peer Group Given our unique history and business, the Compensation Committee believes that the competitive market for executive talent includes primarily other companies in related industries. Accordingly, it reviews compensation from a compensation peer group that consists of a carefully selected cross-section of public companies that are in the same or related industries with revenues and market capitalizations similar to ours. This data is supplemented with executive compensation survey data representing both public and private technology companies that are of similar size. The Company’s peer group for 2024, which was approved by our Compensation Committee in September 2023, consisted of:

  57. Compensation Peer Group

    | Peer Group Selected by Compensation Committee for 2024* | | | Bakkt Holdings, Inc. | Cantaloupe, Inc. | | Cass Information Systems, Inc. | CPI Card Group Inc. | | Enova International, Inc. | EVERTEC, Inc. | | Flywire Corporation | Green Dot Corporation | | i3 Verticals, Inc. | International Money Express, Inc. | | Katapult Holdings, Inc. | MoneyLion Inc. | | NerdWallet, Inc. | Q2 Holdings, Inc. | | Payoneer Global Inc. | Repay Holdings Corporation | | Remitly Global, Inc. | |

  58. Compensation Peer Group

    | * As part of FW Cook’s annual reevaluation of the Company’s peer group, certain companies included in the 2023 peer group were removed for 2024 due to M&A activity and other factors that caused them to no longer meet the inclusion criteria. |

  59. Compensation Peer Group

    This compensation peer group was used by the Compensation Committee in early 2024 in connection with its annual review of our executive compensation program. Specifically, the Compensation Committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data, to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluated how our pay practices and executive officer compensation compared to the competitive market. This information is only one of several factors that the Compensation Committee considers, however, in making its decisions with respect to the compensation of our executive officers. In September 2024, immediately following the Resolute Transaction, Mr. Wilk’s annual salary was increased, effective October 1, 2024, from $636,540 to $750,000, as a result of the Compensation Committee’s re-evaluation of peer group data and related factors (including the small asset manager peer group described below), including compensation rates set by the Compensation Committee for other employees hired to commence the development of the Company’s M&A capabilities. In September 2024, the Compensation Committee approved an additional small asset manager peer group which included the following companies, in light of the addition to the Company’s strategic priorities for 2025 of utilizing the Company’s core business ability to drive growth through accretive M&A transactions:

  60. Compensation Peer Group

    | Additional Small Asset Manager Peer Group Selected by Compensation Committee | | | Affiliated Managers Group, Inc. | Artisan Partners Asset Management Inc. | | Blue Owl Capital Inc. | Grosvenor Inc. | | Hamilton Lane Incorporate | Janus Henderson Group PLC | | P10, Inc. | Partners Group | | StepStone Group Inc. | Victory Capital Holdings, Inc. | | Virtus Investment Partners, Inc. | |

  61. Compensation Programs

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

  62. Compensation Programs

    Annual Cash Bonuses Our CEO and other NEOs were eligible to receive annual cash incentive bonuses under the 2024 Management Incentive Plan (the “2024 MIP”). We use annual cash incentive bonuses to motivate our CEO and other NEOs to drive continuous improvement year-over-year and enhance shareholder value, focusing on our short-term financial performance objectives. Consistent with our compensation philosophy, these annual incentive bonuses are intended to help us deliver a competitive total direct compensation opportunity. Annual cash bonuses are entirely Company performance-based, are not guaranteed, and may vary materially from year to year. Typically, the Compensation Committee establishes cash incentive bonus opportunities based on the achievement of annual financial performance measures. The cash incentive bonus plan is designed to pay above-target bonuses when we exceed our annual performance objectives and below-target bonuses, including potentially no payouts, when we do not achieve these objectives. 2024 MIP Design In February 2024, pursuant to the 2024 MIP, the Compensation Committee adopted cash incentive bonus opportunities for our CEO and other NEOs based on 2024 financial performance measures of net revenues and Adjusted EBITDA. For 2024, the target annual cash bonus opportunities for our CEO and other NEOs under the 2024 MIP, expressed as a percentage of annual base salary, were:

  63. Compensation Programs

    | NEO | 2024 Base Salary(1)(2) | Target Annual Cash Bonus Opportunity (As a % of Annual Base Salary) | Target Annual Cash Bonus Opportunity | | Jonathan C. Wilk | $660,100 | 100% | $660,100 | | David M. Cote | $750,000 | 125% | $937,500 | | Dr. Adam Lowe | $450,880 | 60% | $270,530 |

  64. Compensation Programs

    The performance measures used for determining payouts against target amounts under the 2024 MIP were net revenues weighted at 60% and Adjusted EBITDA weighted 40% (Adjusted EBITDA is a non-GAAP financial measure which is reconciled to GAAP net income in the Annual Report on Form 10-K accompanying this Proxy Statement). The Compensation Committee determined this allocation to be appropriate to focus our CEO and other NEOs on our short-term financial objectives, while at the same time recognizing their contributions to the achievement of these objectives and setting the expectation that they successfully execute their individual roles and responsibilities. The payout scales for each performance metric were calibrated to pay the target annual cash bonus opportunity for achievement of the target performance level. For performance between threshold and target, payout percentages would be calculated using linear interpolation from the threshold payout percentage (50% of target) to the target payout. For performance above target and below maximum, payout percentages would be calculated using linear interpolation from the target to the maximum payout percentage (200% of target). For results below threshold performance, the payout percentage for that performance metric would be 0%. For results at or above maximum, the payout percentage for that performance metric was capped at 200%. In February 2025, the Compensation Committee assessed the Company’s actual financial performance for 2024 and determined that the payments under the 2024 MIP would be equal to 97% of the target bonus amounts for each participant. The Compensation Committee had the discretion to increase or decrease each NEO’s actual payment amount by ten percent (10%) to address other business priorities, including an assessment of each individual’s performance and impact to the results of their assigned corporate function. In their effort to recognize the performance and efforts of individuals with respect to their duties, the Compensation Committee determined that certain payments under the 2024 MIP should be adjusted. In addition, the Compensation Committee determined to increase Dr. Lowe’s annual bonus amount by five percent (5%) based on extraordinary performance. Based on these determinations, the Compensation Committee approved bonus payments for 2024 (paid in 2025) for our CEO and the other NEOs as follows (which also reflects rounding):

  65. Compensation Programs

    | NEO | Target Annual Cash Bonus Opportunity | Payout Percentage | Actual Annual Cash Bonus Payment | | Jonathan C. Wilk | $660,100 | 87% | $575,000 | | David M. Cote(1) | $234,375 | 87% | $203,900 | | Dr. Adam Lowe | $270,530 | 111% | $300,000 |

  66. Compensation Programs

    | (1) For 2024, Mr. Cote’s target annual cash bonus opportunity was prorated for the portion of the year he was employed by the Company. |

  67. Compensation Programs

    The Compensation Committee periodically reviews and may adjust the Company’s annual cash bonus programs, including modifying the performance criteria that must be met by the Company and individual executive officers in order for bonuses to be earned. At its February 2025 meeting, the Compensation Committee approved a 2025 management incentive program, which included both quantitative and qualitative factors, all of which are subject to the Compensation Committee’s overall evaluation of the Company’s performance, and the CEO’s and each other NEO’s individual achievements, during 2025. Long-Term Incentive Compensation We deliver long-term incentive compensation in the form of equity awards to motivate our CEO and other executive officers, by providing them with the opportunity to build an equity interest in the Company and to align their interests with the long-term interests of our stockholders. In March 2024, pursuant to our 2021 Incentive Equity Plan (the “Equity Plan”), the Compensation Committee granted RSU awards and PSU awards in connection with our 2024 annual long-term incentive compensation program. The Compensation Committee believes that PSU awards which are earned upon achievement of multi-year financial objectives serve as an effective source of motivation to our CEO and Dr. Lowe to drive our financial performance over multiple years. In addition, PSU awards provide a direct link between compensation and stockholder returns. The Compensation Committee also believes that RSU awards provide a reward for growth in the value of our Class A Common Stock. Since their value increases with any increase in the value of the underlying shares, RSU awards provide an incentive to generate sustained lasting increases in the value of our stock over the long term. In addition, because they are subject to a multi-year vesting requirement and our employees (including our CEO and Dr. Lowe) must remain continuously employed by us through the applicable vesting dates to fully earn these awards, RSU awards serve our retention objectives. The Compensation Committee views equity awards, whether the awards are subject to time-based vesting requirements or are to be earned based on the attainment of specific performance objectives, as inherently variable since the grant date fair value of these awards may not necessarily be indicative of their value when, and if, the shares of our Class A Common Stock underlying these awards are delivered. The Compensation Committee also believes these awards enable us to attract and retain key talent and help to align the economic interests of our CEO and Dr. Lowe with the long-term interests of our stockholders. Generally, in determining the size of the equity awards granted to our executive officers, the Compensation Committee takes into consideration the recommendations of our CEO (except with respect to his own equity award), as well as the factors described above. The Compensation Committee also considers the dilutive effect of our long-term incentive compensation practices and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. In March 2024, the Compensation Committee approved equity awards for our CEO and Dr. Lowe and recommended our CEO’s equity awards to the Board for approval, and the Board subsequently approved such equity awards. In determining the amount of each executive officer’s equity award, the Compensation Committee and Board, respectively, considered the peer group data prepared by the Compensation Committee’s compensation consultant concerning long-term and total direct compensation, the recommendations of our CEO (except with respect to his own equity award), as well as the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy the Company’s retention objectives and stock ownership guidelines. The Compensation Committee determined that the annual equity awards granted to the CEO and Dr. Lowe in 2024 should consist of RSU grants and PSU grants. The PSU grants awarded in March 2024 as part of our CEO’s and Dr. Lowe’s annual equity awards represented approximately 33% of the total award value (subject to a maximum earned amount of 200% of the award), and RSU grants represented approximately 67% of the total award value. The Compensation Committee determined that these two types of equity awards provided the appropriate balance of long-term incentives. The Compensation Committee set rigorous financial performance award goals that ultimately serve to align management and our stockholders’ interest. The targets were set at a level the Compensation Committee determined to be competitively challenging, with the maximum payout requiring a higher level of financial performance. Further, the vesting of the PSUs is conditioned upon the CEO and Dr. Lowe remaining employed with the Company through the performance period, plus an additional vesting year. The RSUs granted to our CEO and Dr. Lowe vest over a three-year period in annual installments following the grant date, conditioned upon our CEO and Dr. Lowe remaining employed with the Company through the vesting period. The March 2024 PSU awards are structured to be based entirely on a two-year financial performance period (2024 and 2025), plus a one-year additional vesting period so that they vest on a cliff basis, if at all, after three years based upon the achievement of a two-year financial performance targets. Depending on the level of achievement, no shares will be issuable if financial performance is below the threshold, and twice the number of target shares will be issuable if the maximum financial performance level is achieved. In connection with the commencement of his employment, the Board, upon recommendation of the Compensation Committee, approved the grant of a sign-on award of Options to Mr. Cote with an aggregate grant date fair value equal to $6 million. The Options vest over a four-year period in equal annual installments on each anniversary of October 1, 2024. The equity awards granted to our CEO and other NEOs in 2024 were as follows:

  68. Compensation Programs

    | NEO | Restricted Stock Units(1) | Options(2) | Performance Stock Units (at Target, subject to 200% maximum)(1) | | Jonathan C. Wilk | 707,258 | — | 353,629 | | David M. Cote | — | 837,037 | — | | Dr. Adam Lowe | 221,773 | — | 110,886 |

  69. Compensation Programs

    | (1) For 2024, the number of shares subject to the RSU and PSU awards was calculated based on the volume weighted average closing price of our Class A Common Stock for the forty-five trading days prior to the approval date. |

  70. Compensation Programs

    The Compensation Committee periodically reviews and may adjust the Company’s long-term incentive compensation strategy, including modifying the financial performance award thresholds that must be met by the Company in order for our CEO and other NEOs to receive equity awards, as well as altering the structure, size, or composition of the awards. At its February 2025 meeting, the Compensation Committee approved the 2025 Long Term Incentive Compensation Plan (the “2025 LTIP”), which provides that RSU awards issued pursuant to the 2025 LTIP will vest in one-third increments on the third, fifth, and seventh anniversaries of the grant date. Additionally, all awards under the 2025 LTIP will consist exclusively of RSUs. The Compensation Committee decided to shift the 2025 LTIP to entirely long service-based vesting, in part, to simplify the structure of the program and to aid in the long-term retention of our executives and employees. Health and Welfare Benefits We provide other benefits to our CEO and other NEOs, on the same basis as all of our employees. These benefits include medical, dental, and vision insurance, disability insurance, life insurance, accidental death and dismemberment insurance, health savings accounts and health and dependent care flexible spending accounts. We also provide vacation and other paid holidays to all employees, including our executive officers. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices, the competitive market, and our employees’ needs. Perquisites and Other Personal Benefits We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our CEO or other NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes.

  71. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation of the Company’s NEOs for services rendered during the fiscal years ended December 31, 2024 and 2023:

  72. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jonathan C. Wilk President and Chief Executive Officer | 2024 | 660,100 | — | 5,283,217 | — | 575,000 | 12,829 | 6,531,146 | | | 2023 | 618,039 | — | 5,500,985 | — | 438,780 | 12,304 | 6,570,108 | | David M. Cote Executive Chairman and former Co-Chief Investment Officer | 2024 | 155,770 | — | — | 6,000,000 | 203,900 | — | 6,359,670 | | | 2023 | — | — | — | — | — | — | — | | Dr. Adam Lowe Chief Product and Innovation Officer | 2024 | 450,880 | 12,346 | 1,656,639 | — | 287,654 | 4,179 | 2,411,698 | | | 2023 | 437,774 | — | 1,375,248 | — | 186,482 | 9,143 | 2,008,647 |

  73. Summary Compensation Table

    Notes to Summary Compensation Table:

  74. Summary Compensation Table

    | (1) Reflects actual base salary amounts earned for 2024 and 2023. |

  75. Summary Compensation Table

    | (2) Reflects a discretionary 5% increase in the 2024 MIP payment made by the Compensation Committee. |

  76. Summary Compensation Table

    | (3) The Stock Award amounts reflected in the table represent the aggregate grant date fair value of the RSU awards and PSU awards, at target, computed in accordance with FASB ASC Topic 718. The fair value of RSUs and PSUs has been determined based on the closing price of the Company’s Class A Common Stock on the date of grant. At maximum PSU achievement (200% of target), the values reported above for 2024 for Mr. Wilk and Dr. Lowe would increase to $7,044,290 and $2,208,852, respectively. The below table contains more information regarding the stock awards for Class A Common Stock: |

  77. Summary Compensation Table

    | NEO | Date of Grant | Number of RSUs | Number of PSUs (at Target) | | Jonathan C. Wilk | March 15, 2024(1) | 707,258 | 353,629 | | | March 9, 2023(2) | 523,903 | 261,952 | | David M. Cote | — | — | — | | Dr. Adam Lowe | March 15, 2024(1) | 221,773 | 110,886 | | | March 9, 2023(2) | 130,976 | 65,488 |

  78. Summary Compensation Table

    Notes to Stock Awards table:

  79. Summary Compensation Table

    | (1) For 2024 reflects: (i) RSUs vesting ratably over three years, with one-third of the award vesting on each of January 1, 2025, January 1, 2026 and January 1, 2027 and (ii) PSUs which will vest over the applicable performance period, plus an additional year, based on the achievement of the financial performance targets over multiple years, as set forth in the governing award agreement, presented at target achievement and subject to a 200% maximum. |

  80. Summary Compensation Table

    | (2) For 2023 reflects: (i) RSUs vesting ratably over three years, with one-third of the award vesting on each of January 1, 2024, January 1, 2025 and January 1, 2026 and (ii) PSUs which will vest over the applicable performance period, plus an additional year, based on the achievement of the financial performance targets over multiple years, as set forth in the governing award agreement, presented at target achievement and subject to a 200% maximum. |

  81. Summary Compensation Table

    | (4) Reflects the aggregate grant date fair value of Option Awards in fiscal year 2024 computed in accordance with ASC 718 (see Note 9 of Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for fiscal year 2024 for a description of the assumptions used in that computation). |

  82. Summary Compensation Table

    | (5) Reflects actual cash incentives for 2024 and 2023 earned pursuant to the 2024 MIP and 2023 MIP. |

  83. Summary Compensation Table

    | (6) Reflects the Company's matching contributions made pursuant to the Company’s 401(k) plan. |

  84. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table sets forth information concerning unexercised options and equity incentive plan awards which have not yet vested for the NEOs as of the end of our fiscal year ended December 31, 2024:

  85. Outstanding Equity Awards at December 31, 2024

    | | | Options | | | Stock Awards | | | | | NEO | Grant Date | Shares Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(3) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(4) | | Jonathan C. Wilk | 3/15/2024 | — | — | — | 707,258 | 9,003,394 | 353,629 | 4,501,697 | | | 3/8/2023 | — | — | — | 531,587 | 6,767,106 | — | — | | | 3/16/2022 | — | — | — | 561,726 | 7,150,766 | 224,690 | 2,860,304 | | David M. Cote | 10/1/2024 | 837,037 | 13.82 | 10/1/2034 | — | — | — | — | | Dr. Adam Lowe | 3/15/2024 | — | — | — | 221,773 | 2,823,170 | 110,886 | 1,411,579 | | | 3/8/2023 | — | — | — | 132,897 | 1,691,774 | — | — | | | 3/16/2022 | — | — | — | 300,000 | 3,819,000 | — | — |

  86. Outstanding Equity Awards at December 31, 2024

    | (1) Represents RSUs and earned PSUs, which were granted on the dates shown. With respect to awards granted on March 16, 2022, RSUs vest in 1/4 installments on each anniversary of January 1, 2022. With respect to awards granted on March 8, 2023, the RSU portion vests 1/3 on each anniversary of January 1, 2023, and 69.6% of the target PSU portion was earned on January 1, 2025, and vests on January 1, 2026. With respect to the awards granted on March 15, 2024, the RSU portion vests 1/3 on each anniversary of January 1, 2024. |

  87. Outstanding Equity Awards at December 31, 2024

    | (2) For 2023, represents RSUs plus earned PSUs at 69.6% performance achievement. The value reported for RSUs and PSUs was determined by multiplying the number of unvested units by the closing market price of $12.73 of the Company’s Class A Common Stock on December 31, 2024 (the last trading day of 2024). |

  88. Outstanding Equity Awards at December 31, 2024

    | (3) For 2022, PSU awards granted on March 16, 2022 will vest over the applicable performance period based on the achievement of the provided performance targets. For 2024, represents PSUs (at target), which were granted on the dates shown, and may be earned based upon achievement of multi-year financial objectives, plus a one-year additional vesting period. |

  89. Outstanding Equity Awards at December 31, 2024

    | (4) For Mr. Wilk and Dr. Lowe, the values reported for 2024 also include PSUs which are presented at target, subject to a 200% maximum. At maximum PSU achievement, the values reported above for the 2024 awards would increase for Mr. Wilk and Dr. Lowe to $9,003,394 and $2,823,157, respectively. |

  90. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Third Amended and Restated Certificate or the Second Amended and Restated Bylaws of the Corporation (as amended from time to time, the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL and this Third Amended and Restated Certificate. Section 5.2 Number, Election and Term. (a) The number of directors of the Corporation, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board. (b) Subject to Section 5.5 hereof, the Board shall be divided into three classes, as nearly equal in number as possible, and designated Class I, Class II and Class III. At each annual meeting of the stockholders of the Corporation, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. Subject to Section 5.5 hereof, if the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. Directors shall be elected by a plurality of the votes cast at an annual meeting of stockholders by holders of the Common Stock. (c) Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. (d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot. Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. Section 5.4 Removal. Subject to Section 5.5 hereof, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Section 5.5 Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Third Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.